Common use of Term and Termination Clause in Contracts

Term and Termination. 10.1. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.19.1. This The Term of the Agreement shall continue in full force is as follows: a) subject to the prior renewal or termination of this Agreement pursuant to the terms and effect conditions hereof, is for a period of ninety- nine one hundred twenty months (99) years from 10 years), commencing on the Effective Commencement Date, unless terminated earlier under the provisions . This agreement may be renewed by mutual written consent of this Agreementboth parties. 10.2b) Such renewal shall be on the terms and conditions agreed upon by both parties. 9.2. If a petition in bankruptcy or insolvency should be filed by or against a Party, or if application should be made for the appointment of a receiver for a Party of its property, or if a Party should make an assignment for the benefit of creditors, be unable or fail to pay its debts regularly as they become due, suspend or be caused to suspend business, or commit or cause to be committed any other act amounting to business failure, then in any and all such events, the solvent Party may at its option immediately terminate this Agreement without the necessity of serving notice, written or otherwise, on the insolvent or bankrupt Party. 9.3. Either Party may terminate this Agreement and in the rights hereby conferred upon Franchisee at any time effective with event that the other Party breaches a material condition hereof, provided that the first Party gives written notice to the second Party of the breach. The second Party shall have thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date receipt of such notice or, if applicable, within any timeframe as defined in this Agreementto correct the breach. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been is not remedied during the notice within this period), the non-defaulting first Party may may, in its sole discretion, terminate this Agreement with within a written notice that takes immediate effect; and/or 10.2.3. insolvency reasonable time after the expiry of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsthirty (30) day period. 10.39.4. In Subject to Section 9.5, during the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon ninety (90) day period following the expiration or termination of this Agreement except for any reason other than termination by the rights and obligations which will survive Licensor pursuant to Section 9.3, Master Licensee shall be entitled to sell the Products manufactured by nature and any rights and obligations of either Party having become due or accrued hereunder for it prior to the date of such expiry termination or termination, unless otherwise expressly stipulated in this Agreement. 10.5expiration. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement in accordance with Section 9 hereunder, all amounts owed under Section 6.1 of this Agreement shall no longer accrue and shall be due and any amount that is due and payable through the date of termination shall be payable within 30 days after the date of termination. Notwithstanding the foregoing, the amount of any Minimum Royalty amount due and payable under Section 6.1 shall be payable pro-rata for the then current year calculated by multiplying the amount due and payable for the then current year by a fraction the numerator being the number of days from January 1 of the current year through the date of termination and the denominator being 365. Beginning on the date of termination, all obligations of any party arising from this Agreement (including, but not limited to any further amounts owed as a Minimum Royalty under Section 6.1), shall, in all respects, be deemed to be null and void and of no further force and effect. 9.5. Notwithstanding any other provision of this Agreement, the Parties agree and acknowledge that the provisions of 6.1, 6.4, 7.1, 7.3, 7.9, 7.10, 7.11, 7.12, 7.13, 7.16, 9.3, 9.4, 9.5, and all of Articles 8 and 10, and any other provisions of this Agreement necessary to give efficacy thereto, shall survive the expiration or termination of this Agreement and shall remain in full force and effect notwithstanding such expiration or termination. 9.6. Any termination of this Agreement shall be without prejudice to any other rights (including any right of indemnity), remedy or other relief vested in either Party or to which either Party may otherwise be entitled pursuant to this Agreement.

Term and Termination. 10.11.1. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time become effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry its signature by both Parties. 1.2. The terms and conditions of such notice this Agreement shall continue to be applicable to all forthcoming sale-purchase agreements between Supplier and Client until: (regardless a) termination of whether this Agreement pursuant to this Section 9; or (b) discharge of this Agreement by mutual consent of both the Parties; or (c) replacement of this Agreement by a new frame agreement which is executed between Supplier and Client with reference to the same subject. 1.3. As used in this Agreement, an Event of Default means when a Party is in serious breach has once been remedied during the notice period)of any material obligations provided for by this Agreement. Should either Party cause an Event of Default, then the non-defaulting Party may give written notice to the defaulting Party which notice shall specify the Event of Default. After receipt of such notice, the defaulting Party shall have a period of 15 (fifteen) days to remedy the Event of Default. In the lack of such timely remedy, then this Agreement shall be deemed automatically terminated, without prejudice to any other rights or remedies to the non-defaulting Party available at law or in equity. 1.4. Any of the following will constitute an act of default hereunder, giving either Party the title to immediately terminate this Agreement with a written notice that takes immediate effect; and/orAgreement: 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for (a) Failure to remit payment when due; (b) the other Party makes any voluntary arrangement with its creditors or becomes subject to any bankruptcy procedure, goes into liquidation or ceases to carry on its business, business (except in the case of amalgamation or an assignment by other reorganisation within the other Party company group); or (c) in the event of Force Majeure as provided for the benefit of creditorsin Clause 12.4. 10.31.5. In the event It is agreed that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or in case of early termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall:Supplier will be entitled to: - finalise all the running productions, - invoice for the finished Products in stock and/or already delivered; and - recover all the incurred cost for purchasing raw materials and/or Packaging Components by the time of termination. 10.5.11.6. immediately pay to Poshtel the full amount Any waiver by either Party of a breach of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions provision of this Agreement which expressly shall not be considered as a waiver of any subsequent breach of the same or any other provision. 1.7. The rights to terminate this Agreement given by their nature survive expiration this clause shall not prejudice any other right or termination remedy of this Agreementeither Party, includingavailable at law or in equity, but not limited to, clauses 7,9,13,15 will remain in effect after respect of the expiration breach concerned (if any) or termination of this Agreementany other breach.

Term and Termination. 10.11. This Unless terminated in accordance with its terms, the term of this Agreement shall (the “Term”) will commence on the Effective Date and continue in full force and effect for a period through the fifth anniversary of ninety- nine (99) years from the Effective Date. Co-Development and Distribution Agreement between SurgiVision, unless Inc. and Brainlab Aktiengesellschaft CONFIDENTIAL 2. Prior to the expiration of the Term, this Agreement may only be terminated earlier under by mutual agreement of the provisions of this AgreementParties, or as provided in paragraph 3 or 4 below. 10.23. Either Party may shall have the right to terminate this Agreement in its entirety if: (i) the other Party fails or neglects to perform, keep or observe any term, provision, condition or covenant contained in this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach same is not remediable; 10.2.2. a breach by the other Party of one cured or more of its obligations arising from this Agreement, which breach can be remedied. In this event, being cured to the non-defaulting Party shall send a notice to the defaulting breaching Party, specifying the breach and demanding that it be remedied ’s reasonable satisfaction within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), 30 days after the non-defaulting breaching Party may terminate this Agreement with a gives the breaching Party written notice that takes immediate effectidentifying such default; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or (ii) an assignment application is made by the other Party for the appointment of a receiver, trustee or custodian for any of the other Party’s assets, a petition under any section or chapter of the federal Bankruptcy Code or any similar law or regulation is filed by or against the other Party and is not dismissed within 60 days, or the other Party makes an assignment for the benefit of his creditors; or (iii) the other Party files articles of dissolution or otherwise ceases to conduct its business in the ordinary course. 10.34. In the event that all Locations on either Party is convicted of a felony by any court of competent jurisdiction, the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to other Party may terminate this agreement with immediate effectAgreement immediately upon notice within thirty (30) days following such conviction. 10.45. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise Except as expressly stipulated set out in this Agreement. 10.5. Upon , the expiry or termination of licenses for intellectual property granted under this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay and licenses by either Party to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease other to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires confidential information or property belonging to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directsit, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or expire upon termination of this Agreement. 6. The following provisions of this Agreement shall survive the completion, expiration, termination or cancellation of this Agreement: Sections I, IV (other than paragraphs 1 and 2), V (other than paragraph 5), IX, XI, XII and XIV.

Term and Termination. 10.1. This Agreement 9.1 Each Order shall come into force on the date of signature of the relevant Order by both Parties and shall continue in full force and effect for a period the Term of ninety- nine (99) years from the Effective Datethat Order, unless terminated earlier under in accordance with its terms. These General Terms, and any terms agreed in the provisions of this AgreementNew Customer Form, shall apply so long as any Order is in force. 10.2. 9.2 Either Party may terminate this Agreement any Order by written notice to the other Party with immediate effect if the other Party: (i) is in material breach of the Agreements and the rights hereby conferred upon Franchisee at any time effective with such material breach has not, if capable of remedy, been remedied within thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach receipt by the other Party of one written notice requiring such remedy; or more (ii) is subject to an Insolvency Event. 9.3 Vorboss may terminate any or all of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach the Agreements by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a providing thirty (30) days’ written notice to the defaulting PartyCustomer if the Customer fails to pay any Outstanding Amounts by the due date for payment. 9.4 Vorboss may terminate any Order prior to the Order’s Commencement Date upon written notice and a refund of all Charges paid by the Customer under the Order. In such circumstances each Party shall carry its own costs and neither Party shall have any further obligations to the other under, specifying or in relation to, the breach and demanding that it be remedied within four (4) weeks terminated Order. 9.5 Termination or expiry of any Order shall not affect the validity or duration of the General Terms or any other Order. 9.6 Termination or expiry of any or all of the Agreements shall not affect any rights, liabilities or remedies arising under the Agreements prior to such termination, including the Customer’s obligation to pay the Charges provided until the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of termination or expiry. 9.7 Termination or expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation any or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, Agreements shall be without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement provision which expressly or by their nature implication is intended to survive expiration termination or termination expiry, including the provisions of Clauses 1, 8, 9.6, this Agreement9.7, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement10 and 13.11.

Term and Termination. 10.1. 9.1 This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time become effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry its signature by both Parties. 9.2 The terms and conditions of such notice this Agreement shall continue to be applicable to all forthcoming sale-purchase agreements between Supplier and Client until: (regardless a) termination of whether this Agreement pursuant to this Section 9; or (b) discharge of this Agreement by mutual consent of both the Parties; or (c) replacement of this Agreement by a new frame agreement which is executed between Supplier and Client with reference to the same subject. 9.3 As used in this Agreement, an Event of Default means when a Party is in serious breach has once been remedied during the notice period)of any material obligations provided for by this Agreement. Should either Party cause an Event of Default, then the non-defaulting Party may give written notice to the defaulting Party which notice shall specify the Event of Default. After receipt of such notice, the defaulting Party shall have a period of 15 (fifteen) days to remedy the Event of Default. In the lack of such timely remedy, then this Agreement shall be deemed automatically terminated, without prejudice to any other rights or remedies to the non-defaulting Party available at law or in equity. 9.4 Any of the following will constitute an act of default hereunder, giving either Party the title to immediately terminate this Agreement with a written notice that takes immediate effect; and/orAgreement: 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for (a) Failure to remit payment when due; (b) the other Party makes any voluntary arrangement with its creditors or becomes subject to any bankruptcy procedure, goes into liquidation or ceases to carry on its business, business (except in the case of amalgamation or an assignment by other reorganisation within the other Party company group); or (c) in the event of Force Majeure as provided for the benefit of creditorsin Clause 12.4. 10.3. In the event 9.5 It is agreed that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or in case of early termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall:Supplier will be entitled to: - finalise all the running productions, - invoice for the finished Products in stock and/or already delivered; and - recover all the incurred cost for purchasing raw materials and/or Packaging Components by the time of termination. 10.5.1. immediately pay to Poshtel the full amount 9.6 Any waiver by either Party of a breach of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions provision of this Agreement which expressly shall not be considered as a waiver of any subsequent breach of the same or any other provision. 9.7 The rights to terminate this Agreement given by their nature survive expiration this clause shall not prejudice any other right or termination remedy of this Agreementeither Party, includingavailable at law or in equity, but not limited to, clauses 7,9,13,15 will remain in effect after respect of the expiration breach concerned (if any) or termination of this Agreementany other breach.

Term and Termination. 10.1. This 8.01 The term of this Agreement shall continue in full force and effect for a period be deemed to have commenced as of ninety- nine (99) years from the Effective Date. IntraLase’s royalty obligations hereunder shall remain in effect, unless terminated earlier under on a country-by-country basis, until the provisions date of the expiration of the last to expire of: (i) the Patent Rights and (ii) the “Patent Rights” as defined in the License, in such country. The term of this AgreementAgreement shall expire upon the expiration of the last to expire of the Patent Rights anywhere in the world. 10.2. 8.02 Either Party may party has the right to terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to if the other Party if party breaches or is in default of any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreementobligation hereunder, which breach default is either incapable of cure or which, being capable of cure, has not remediable; 10.2.2. a breach by the other Party been cured within 30 days after receipt of one or more notice of its obligations arising such default from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied party or within four (4) weeks of the date of such notice or, if applicable, within any timeframe additional cure period as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party party may terminate authorize. Failure to pay any amount when due, including but not limited to any underpayment by more than 15 percent of any amount due to Licensor hereunder, shall be deemed a material breach. 8.03 Upon termination of this Agreement with a written notice that takes immediate effect; and/or 10.2.3pursuant to Section 8.02, all of IntraLase’s rights under the Agreement and all rights of any sub-licensee of IntraLase hereunder, shall be terminated. insolvency Further, IntraLase and its sub-licensees shall immediately cease the manufacture and sale of the other PartyLicensed Products; however, commencement of liquidation existing inventory shall be permitted to be sold or liquidated within 90 days of the other Party’s businesstermination date, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsand royalties paid to Licensor pursuant to Section 4.04. 10.3. In 8.04 Articles III and VI and Sections 4.06, 9.02, 9.05, 9.08 and 9.09, and any cause of action or claim accrued to either party shall survive expiration of the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from term of this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except for any reason. 8.05 In the event Licensor seeks or is involuntarily placed under the protection of the bankruptcy laws, Title XI, U.S. Code, and the trustee in bankruptcy elects to reject this Agreement, IntraLase hereby elects, pursuant to Section 365(n), to retain all rights granted herein. This Agreement shall immediately terminate in the event that IntraLase seeks or is involuntarily placed under the protection of the bankruptcy laws. Intralase shall provide notice to Licensor as soon as it has decided to file for bankruptcy, and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of filing. The Agreement shall terminate upon such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5notice from Intralase. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and Intralase shall not thereafter act include this Agreement or the License as a part of Intralase assets in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcits bankruptcy filings.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreement. 10.2. Either Party may terminate this The Agreement and the license rights hereby conferred upon Franchisee granted thereunder shall be effective for an initial term of one (1) year unless otherwise is agreed between the Parties in writing. Unless terminated by either Party giving the other Party at least three (3) months written notice, the Agreement shall thereafter continue in effect until further notice with the same notice period. If the Agreement is terminated any time effective rights granted to the Customer pursuant to the Agreement shall automatically cease and the Customer shall cease any and all use of the Licensed Programs. Without prejudice to any remedy it may have against the other Party for breach or non-performance under the Agreement, either Party shall have the right to terminate the Agreement with immediate effect: (a) if the other Party should commit or permit a breach or non-performance of material importance to the other Party and should fail to remedy such breach or non-performance within thirty (30) days after receipt of written notice to notice; or (b) if the other Party should enter into liquidation, either voluntary or compulsory, or become insolvent or enter into composition or if execution be levied on any goods and effects of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for should enter into receivership. Notice of termination shall be given without undue delay after the benefit of creditors. 10.3. In circumstance constituting the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall breach was or should have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior been known to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7aggrieved Party. The provisions of this contained in the Agreement which expressly that are expressed or by their nature sense and context are intended to survive expiration or the termination of this the Agreement, includingshall so survive, including but not limited to, clauses 7,9,13,15 will remain to Clauses 9 (Confidentiality) 15 (Limitation of liability) and 19 (Disputes and governing law) in effect after these License Terms and any clause that explicitly states that a Party’s right under the expiration or termination of this AgreementAgreement shall be perpetual.

Term and Termination. 10.1. This Agreement (a) The initial term of this agreement shall begin upon the day Cumberland signs a letter of intent to acquire its first Product and shall continue in full force and effect for a period of ninety- nine three (993) years from (the Effective Date“Initial Term”), unless terminated earlier under pursuant to this agreement. Thereafter, this agreement shall automatically renew for additional terms of one (1) year each, unless written notice of termination is given by either Party at least 90 days prior to the provisions end of the Initial Term, or such other term, in which case this agreement shall terminate at the end of the relevant term. Any reference in this agreement to the “term of this Agreementagreement” shall include the Initial Term and any such renewal terms. Upon termination of this agreement or upon the written request of Client, all Product shall be expeditiously returned to the Client or a designee of the Client. 10.2. (b) Either Party may shall have the right to terminate this Agreement and agreement or any Product-specific exhibit to this agreement upon the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one a material provision of this agreement or more of its obligations arising such exhibit and that Party’s failure to cure such breach within 60 days following written notice thereof from this Agreementthe non-breaching Party or, which breach in the event such failure is not remediable; 10.2.2. a breach by the other Party capable of one or more of its obligations arising from this Agreement, which breach can be remedied. In this eventbeing cured within such 60-day period, the non-defaulting breaching Party’s failure to continue to diligently prosecute such cure thereafter; provided, that, with respect to any failure to make any payment when due under this agreement or any Product-specific exhibit to this agreement, such period in which to cure shall be reduced to 30 days. (c) Either Party shall send a notice to have the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement or any Product-specific exhibit to this agreement immediately upon notice to the other Party following the commencement of any bankruptcy or insolvency proceeding (whether voluntary or involuntary) with immediate effectrespect to such other Party or its assets, the general assignment for the benefit of creditors by such other Party, or the appointment of a receiver, trustee or liquidator by or for such other Party. 10.4. All (d) Sections 8 and Sections 14 through 17, inclusive, of this agreement shall survive the rights termination or expiration of this agreement and obligations arising from each Product-specific exhibit to this Agreement shall forthwith cease agreement, and terminate upon the expiration or except as set forth herein, no termination of this Agreement except the rights and obligations which will survive by nature and agreement or any rights and obligations of either Party having become due Product-specific exhibit to this agreement shall affect any liabilities arising, or accrued hereunder based upon acts or omissions occurring, prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 2.1 This Agreement shall continue is effective only after acceptance by T1 (at our discretion) and will remain in full force and effect until either you or T1 terminates it for cause or otherwise, by providing the non-terminating party with written notice. We will send you an email Account Notification advising you that your Account is “live and enabled.” The Account Notification of “live and enabled” constitutes our acceptance of the Agreement. 2.2 T1 may, at our discretion, terminate the Agreement immediately without notice for cause or upon two (2) days written notice without cause. You agree to remain liable for any and all outstanding obligations, liquidated or un-liquidated, realized or unrealized after termination. 2.3 This Agreement is not subject to a period minimum duration and you have the right to terminate it, without incurring any penalty, by giving us two (2) days written notice via email to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇ and provided that you have no open positions and/ or no liabilities held by or owed to Tier1FX. You must indicate in your notice of ninety- nine withdrawal notice that you will close all open positions. T1 accepts no liability, without limitation, for your failure to close your open positions. 2.4 The termination of this Agreement will take effect on the date of the notice of termination given by either Party to the other Party, or a later date if one is specified in the notice (99) years the “Termination Date”). 2.5 Upon termination of the Agreement, you agree that we are entitled to receive all fees and other monies accrued and due up to and including the termination date. Without prejudice to any right or remedy that may be available to either of us in respect of the cause of termination, neither of us is entitled to compensation from the Effective Date, unless other solely by reason of the termination where the Agreement is terminated earlier under by the provisions of other Party in accordance with this Agreement. 10.2. Either Party may terminate 2.6 Upon termination (and not later than the Termination Date), you agree to cease using the Services (as further set forth be- low), to destroy all your Security Access Codes and pay any and all fees, expenses and liabilities due to us up to and including the Termination Date. 2.7 Upon termination, we will liquidate all open positions; cancel all pending orders and any other commitments made by or on your behalf under this Agreement; and subject to appropriate set-off, return your funds to you. 2.8 All representations, warranties, and covenants made in or pursuant to this Agreement will survive the termination of this Agreementt. 2.9 For the avoidance of doubt all clauses, terms and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days conditions of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of which are expressly said or intended to apply or have effect and/or to continue to apply or have effect after the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, (for any reason, Franchisee shall: 10.5.1. immediately pay reason whatsoever) will so apply or have effect or continue to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and apply or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in have effect after the expiration or termination of this AgreementTermination. ALL INDEMNIFICATIONS, REPRESENTA- TIONS, WARRANTIES AND GUARANTEES SHALL CONTINUE TO HAVE EFFECT AFTER THE AGREEMENT IS TERMINATED.

Term and Termination. 10.1. This A. The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue in full force until terminated by either party pursuant to this Section 8. B. Either party may terminate the Agreement by giving written notice no earlier than two years and effect for a period of ninety- nine (99) years from eight months after the Effective Date. Termination will be effective four (4) months after the date on which written notice is given, unless terminated earlier as determined under the provisions of this AgreementSection 19 below, to the other party. 10.2. Either Party may terminate C. Notwithstanding Section 8.B. above, this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of may be terminated by either party on 60 days' prior written notice to the other Party if any party upon the occurrence of the following events occurs: 10.2.1. a material breach by the other Party party of one any covenant, duty or more of its obligations arising from this Agreementundertaking herein, which material breach is not remediable; 10.2.2. continues without cure for a period of 30 days after written notice of such breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice breaching party to the defaulting Partybreaching party. D. Notwithstanding 8.B above, specifying in the breach and demanding that it be remedied within four event (4i) weeks of a sale or distribution of all or substantially all of the date assets of such notice orTW or a sale to a single party of more than 50% of the voting stock of TW or (ii) that TW or its affiliates begins to compete directly with the 24/7 Services, if applicable24/7 may, within any timeframe as defined in its sole discretion, terminate this AgreementAgreement immediately. In the event that 24/7 terminates this Agreement pursuant to the defaulting Party is still preceding sentence of this Section, TW shall reimburse 24/7 for reasonable out-of-pocket expenses incurred in breach transferring the Agreement, at 24/7's election, to another e-commerce vendor. With 24/7's approval, which shall not be unreasonably withheld, TW may negotiate transfer expenses on behalf of 24/7 with another e-commerce vendor of 24/7's choosing to ensure the date reasonableness of expiry the expenses. With 24/7's approval, TW may provide components of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party transfer. E. Either party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. : (i) upon the institution by the other party of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the other party to institution of bankruptcy or insolvency proceedings against it or the filing by the other party of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Code, or any other applicable Federal or state law, or the consent by the other party to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or other similar official of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation party or similar proceedings by or against the other Party, appointment of any receiversubstantial part of its property, trustee, custodian or the like for the other Party or its business, or an assignment making by the other Party party of an assignment for the benefit of creditors, or the admission in writing by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of its inability to pay its debts generally as they become due or the taking of corporate action by the other party in furtherance of any such actions; (ii) if, within 60 days after the commencement of an action against the other party seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future law or regulation, such action shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the other party stayed, or if the stay of any such order or proceeding shall thereafter be set aside; or if, within 60 days after the appointment without the consent or acquiescence of the other party of any trustee, receiver or liquidator or similar official of the other party, or of all or any substantial part of the property of the other party, such appointment shall not have been vacated. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®F. Notwithstanding Section 8.A above, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and will terminate upon if the expiration or termination Equity Exchange set forth in Section 9 of this Agreement except the rights and obligations which will survive by nature and any rights and obligations is not closed within 10 days of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination execution of this Agreement.

Term and Termination. 10.19.1. This Agreement shall continue commence upon the date hereof and shall remain in full force effect unless and effect until (i) the expiration of the Option Period, to the extent the Company did not exercise the Option until such date; or (ii) terminated in accordance with the terms of this Section 8 or as otherwise specifically set forth in this Agreement. 9.2. The Company shall have the right to terminate this Agremeent at any time prior to the exercise of the Option, upon a written notice to the Seller. 9.3. The failure by either party to comply with any of the obligations contained in this Agreement shall entitle the non-breaching party to give notice to have the default cured. If such default is not cured within ten (10) days after the receipt of such notice, or diligent steps are not taken to cure or if by its nature such default could not be cured within ten (10) days, the notifying party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies that may be available to it by law, pursuant to this Agreement or otherwise, to terminate this Agreement. 9.4. The provisions under which this Agreement may be terminated shall be in addition to any and all other legal remedies which either party may have for a period the enforcement of ninety- nine (99) years any and all terms hereof, and do not in any way limit any other legal remedy such party may have, except as specifically specified hereunder. Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any party prior to such termination, relinquishment or expiration. Such termination, relinquishment or expiration shall not relieve any party from obligations which are expressly indicated to survive termination or expiration of this Agreement. All obligations which are not expressly indicated to survive termination or expiration of this Agreement shall terminate upon the Effective Date, unless terminated earlier under the provisions termination or expiration of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement9.5. In the event that the defaulting Party is still in breach on Company fails to comply with any of its financial obligations hereunder, and provided that Seller have sent the date Company a written notice to that effect, stating the circumstances of expiry such incompliance, and the Company did not cure such incompliance within 90 days from the of receipt by it of such notice (regardless or the Company rejected the veracity of whether the breach has once been remedied during the notice period)content of such notice, then, the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of Parties shall submit the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior said dispute to the date of such expiry or terminationNew York International Arbitration Centre in New York, unless otherwise expressly stipulated in this Agreement. 10.5USA, pursuant to its rules and regulations. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this IP Acquisition Option Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.– AIT - Pulmonox 13

Term and Termination. 10.1. 20.1 This Agreement shall take effect on the date of this Agreement and shall expire on the End Date. 20.2 The Authority may, by giving not less than 3 month’s written notice to the Operator, extend this Agreement, on any number of occasions, up to a maximum of 3 years beyond the Initial Period. 20.3 Either Party may terminate this Agreement immediately by notice in writing to the other, if the other Party commits a material breach of this Agreement which cannot be remedied or, in the case of a breach capable of remedy, the Party in default has not taken prompt and appropriate steps to remedy the breach within seven (7) days after the receipt by the defaulting Party of a notice from the aggrieved Party identifying the material breach and requiring its remedy. 20.4 The Authority may terminate this Agreement immediately by notice in writing to the Operator if performance against SLA Ref#4 falls below 60% for two consecutive Reporting Periods. 20.5 The Authority may terminate this Agreement by notice in writing to the Operator if the Operator breaches any of the provisions of clauses 5 or 6 of this Agreement. 20.6 The Authority may terminate this Agreement immediately by notice in writing in the event that (i) the Operator ceases or threatens to cease to carry on business, or is unable to pay its debts as they fall due; (ii) the Operator goes into liquidation; (iii) an administrative receiver or receiver and manager or administrator is appointed for the Operator or its assets or the Operator enters into a voluntary arrangement with its creditors or suffers any similar insolvency process; (iv) any procedure is commenced with a view to winding up or re-organisation of the Operator; (v) the Operator undergoes a change of control within the meaning of the term as set out in section 840 of the Income and Corporation Taxes Act 1988. 20.7 The Authority shall have the right to terminate this Agreement for convenience at any time by giving at least six months’ written notice to the Operator. 20.8 The provisions of Clauses 1, 8.1, 8.2, 11, 16, 17, 21, 23, 24.8 shall survive termination or expiry of the Agreement for the period set out in those provisions or if no period is specified, indefinitely. 20.9 The termination of this Agreement for any reason in any manner shall be without prejudice to those provisions which continue in full force and effect for a period pursuant to Clause 20.8 above or any rights of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions either Party which have accrued by such date of this Agreementtermination. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. 20.10 In the event that the defaulting Party is still Operator fails to successfully become accredited by the Accreditor in breach on line with the requirements of the Scheme within 6 months of the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount this shall be deemed a material breach of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall contract which cannot thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcbe remedied.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 10.1 This Agreement shall commence on Effective Date and continue for a term of 5 (five) years (“Initial Term”) unless earlier terminated in full force accordance with the provisions set forth below. 10.2 This Agreement shall automatically renew for additional 2 (two) year periods (“Additional Terms”) unless either Party gives the other Party notice of non-renewal at least 30 (thirty) days before the expiration of the Initial Term or any Additional Term. 10.3 This Agreement may be terminated by either Party if the other Party fails to make any payment hereunder when due and effect such failure to pay continues unremedied for a period of ninety- nine 30 (99thirty) years from days after being notified of such non-payment. 10.4 This Agreement may be terminated by either Party prior to the Effective Dateend of its term if the other Party is in material breach of any term or condition of this Agreement and such breach continues unremedied for a period of 30 (thirty) days after the Party in breach has been notified of such breach by the other Party. 10.5 This Agreement terminates automatically, unless terminated earlier with no further act or action of either Party, if a receiver is appointed for Yandex or Opera or its property related to this Agreement, Yandex or Opera makes an assignment for the benefit of its creditors, any proceedings are commenced by, for or against Yandex or Opera under the provisions any bankruptcy, insolvency or debtor’s relief law, or Yandex or Opera is liquidated or dissolved. 11 EFFECTS OF TERMINATION 11.1 Upon termination or expiration of this Agreement: (a) Opera will disable or remove the Yandex Product in/from the Opera Products in an agreed timeline that is reasonable to Opera. 10.2. Either (b) Yandex shall de-install the Opera Product from the Yandex Product in an agreed timeline that is reasonable to Yandex. (c) each Party may terminate this Agreement shall return all copies of any Confidential Information of the other Party that it has in its possession or control, and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice cause an officer to certify in writing to the other Party if any that it has done so; (d) each Party shall forthwith cease all use of the following events occurs: 10.2.1. material breach by all trademarks of the other Party and its suppliers, and will not thereafter use any m▇▇▇ which is confusingly similar to any trademark associated with any trademark of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreementsuppliers; 10.5.2. immediately cease (e) Yandex shall continue to represent Poshtel and/or pay Opera the Poshtel PopUp® Concept and shall not thereafter act amounts specified in Section 4 with respect to any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all Revenue occurring through the end of the Intellectual Property Rights and 12 (at Franchisee's reasonable expensetwelve) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive month period following expiration or termination of this Agreement; (f) Yandex will promptly return to Opera all copies of all the software, includingincluding all Opera Products, but not limited toprovided to Yandex by Opera under this Agreement and/or the Previous Agreement. 11.2 Opera’s rights and Yandex’s obligations to pay Opera all amounts due hereunder, clauses 7,9,13,15 will remain in effect after the expiration or as well as Sections 5, 6, 7, 8, 9, 11, 12, and 13 shall survive termination of this Agreement. Except in the case of termination due to Yandex’s material breach of this Agreement, Opera’s obligations related to updating Opera Products in Sections 2.1.4, 2.1.5 and 2.1.6, and Appendix A, Section 8 shall survive termination or expiration of this Agreement to the extent specified in such provisions.

Term and Termination. 10.110.1 The Agreement becomes legally binding when all Parties have signed it. This The agreement is hereafter prolonged one year at the time unless terminated in writing at latest 60 days before the agreement expires. 10.2 Either Party has the right to terminate this Agreement shall continue without liability with immediate effect by giving the other Party a written notice of the termination, if: (i) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in full force default not less than seven days after being notified to make such payment; or (ii) the other Party commits a material breach of this agreement and effect for (if such breach is remediable) fails to remedy that breach within a period of ninety- nine 14 days after being notified in writing to do so. Licensee’s failure to forward a report complying with the specifications in Section 4 may be considered such a material breach; or (99iii) years from the Effective Date, unless terminated earlier under the provisions of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if repeatedly breaches any of the following events occurs: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; or 10.2.1. material breach by (iv) the other Party of one becomes insolvent or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one make or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice seek to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement make an arrangement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3, or is a party in proceedings in voluntary or involuntary bankruptcy or liquidation. In Licensor has the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement Agreement without liability with immediate effect by giving a written notice of the termination, if Licensee suspends or ceases or threatens to suspend or cease, to carry on all or a substantial part of the Service. 10.3 For the sake of clarity it is stated that upon termination or expiry of this Agreement for any reason all licenses granted under this Agreement automatically terminate with immediate effect. 10.4. All the rights Sections 4 and 5 shall survive termination or expiry of this Agreement and remain in force until Licensee completes all of its reporting and payment obligations arising from based on this Agreement. Sections 6, 9 and 13 of this Agreement shall forthwith cease and terminate upon the expiration survive termination or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 8.1 This Agreement shall continue in full force and effect for a period will be effective as of ninety- nine (99) years from the Effective Date, and shall continue for an indefinite period, unless terminated earlier under the provisions of as provided in this Agreement. 10.2. Either Party 8.2 Notwithstanding the above, either party may terminate this Agreement: (a) in the event that the Sublicensing Agreement for the Licensed IP between the JV and the rights hereby conferred upon Franchisee at Subsidiary shall terminate for any time effective with reason; or (b) in the event the other party materially breaches this Agreement, by sending the other party a written notice of the alleged material breach and intention to terminate if the breach is not cured. If the breaching party fails to cure such breach within thirty (30) days of written notice to receipt of such notice, the other Party party may, by written notice, terminate this Agreement. 8.3 This Agreement may be terminated by either party on written notice, if any of the following events occurs: 10.2.1. material breach by the other Party of one party becomes insolvent, ceases to do business as a going concern, makes an assignment, composition or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party arrangement for the benefit of its creditors, or admits in writing its inability to pay debts, or if proceedings are instituted by or against it in bankruptcy under applicable insolvency laws, or for receivership, administration, winding-up or dissolution (other than in the course of a solvent reorganization or restructuring approved by the other party to this Agreement), provided such proceedings are not dismissed within sixty (60) days from the initiation thereof. 10.3. In 8.4 Upon expiration or termination of this Agreement for any reason, the event that all Locations following will apply: (a) Each party shall return to the other party any Confidential Information in tangible form obtained in connection with this Agreement from the other party, as set out in Section 7.7 above; (b) The License granted to Subsidiary hereunder shall terminate on the Territory cease to operate under the Poshtel PopUp Concept®effective date of termination; (c) Termination shall limit either party from pursuing other available remedies, Poshtel provided that G Medical Cayman’s total liability shall have right to terminate this agreement with immediate effectbe limited as set out in Section 5 above. 10.4. All the rights 8.5 The provisions of Sections 1, 4, 5, 6, 7, 8.5, 9 through and obligations arising from this Agreement including 13, shall forthwith cease and terminate upon survive the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 11.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of ninety- nine (99) 4 years from the Effective Datetherefrom, unless otherwise extended by the mutual agreement of the Parties or earlier terminated earlier under in the provisions following events : (a) by agreement of this Agreement.the Parties; 10.2. Either (b) forthwith by ASMC if MPS fails to pay any sum due to ASMC hereunder which has been outstanding for a period of 60 days; (c) forthwith by either Party may terminate if the other commits any material breach of any term of this Agreement and which in the rights hereby conferred upon Franchisee at any time effective with thirty (30) case of a breach capable of being remedied shall not have been remedied within 60 days of a written notice request to remedy the other Party if same. (d) at the option of either Party, in any of the following events occursevents: 10.2.1. material breach by (i) the inability of the other Party to pay its debts in the normal course of one or more of its obligations arising from this Agreement, which breach is not remediable;business; or 10.2.2. a breach by (ii) the other Party ceasing or threatening to cease wholly or substantially to carry on its business, otherwise than for the purpose of one a reconstruction or more amalgamation without insolvency; or (iii) any encumbrancer taking possession of its obligations arising from this Agreementor a receiver, which breach can be remedied. In this event, trustee or judicial manager being appointed over the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks whole or any substantial part of the date of such notice orundertaking, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency property or assets of the other Party, commencement ; or (iv) the making of liquidation an order by a court of competent jurisdiction or the passing of a resolution for the winding-up of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation Party or similar proceedings by or against any company controlling the other Party, appointment of any receiver, trustee, custodian or the like otherwise than for the other Party purpose of a reconstruction or its business, or an assignment amalgamation without insolvency. 11.2 Termination of this Agreement pursuant to Clause 11.1 shall take effect immediately upon the issue of a written notice to that effect by the other Party for terminating the benefit of creditors. 10.3Agreement to the other. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or The termination of this Agreement except the however caused shall be without prejudice to any obligations or rights and obligations which will survive by nature and any rights and obligations of either Party having become due or which have accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in affect any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions provision of this Agreement which is expressly or by their nature survive expiration implication provided to come into effect on or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain to continue in effect after such termination. This indemnity shall survive the expiration or termination of this Agreement 11.3 MPS shall be financially responsible for any unused materials if purchased for the exclusive use by MPS if such material was originally purchased in support of MPS’s demand forecast.

Term and Termination. 10.1. 8.1 This Agreement shall commence on the Effective Date and it and its terms shall continue in full force and effect for a period of ninety- nine until terminated in accordance with this Section 8 (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreement“Term”). 10.2. 8.2 Either Party party may terminate this Agreement in its entirety or with respect to any Licensed Product if: (i) With respect to a particular Licensed Product or the entire Agreement, the other party materially breaches the Agreement and the rights hereby conferred upon Franchisee at any time effective with fails to remedy such breach within thirty (30) days of after the terminating party’s written notice of such breach and demand for a cure thereof. The parties agree that a material breach shall include, but not be limited to, a party’s failure to perform its development obligations under an SOW, which materially and adversely impacts the functionality of such Licensed Product; (ii) the other Party if any party becomes insolvent or makes a general assignment for the benefit of its creditors or dissolves, except where such dissolution results directly from a corporate reorganization which such reorganization results in the holders of a majority of the following events occurs: 10.2.1. material breach by dissolving party’s voting securities - prior to such reorganization - (i) continuing to hold at least 51% of the other Party voting securities of one the entity surviving of such reorganization, or more (ii) holding substantially all of its obligations arising from this Agreement, which breach is not remediablethe assets of the dissolving party and continuing to operate the business of the dissolving party; 10.2.2. (iii) a breach by the other Party of one voluntary or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party involuntary petition or proceeding is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings commenced by or against the other Party, appointment party under the Federal Bankruptcy Act or any other statute of any receiver, trustee, custodian state or country relating to insolvency or the like protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or other similar proceeding for the other Party settlement of such party’s debt is instituted and is not dismissed within 60 days from the date of such filing; (iv) a receiver of all or its business, or an assignment by substantially all of the other Party for party’s property is appointed; or (v) if the benefit other party fails to deliver conforming Deliverables in accordance with the provisions of creditorsSection 2.2 hereof. 10.38.3 Marvell may elect to terminate this Agreement in its entirety or with respect to any Licensed Product if: (i) EZchip fails to perform its obligations arising under Section 10 herein, and such failure is not cured within 45 days after Marvell’s written notice and demand for cure thereof; (ii) EZchip materially fails to perform its support obligations arising under Section 5 hereof and such breach is not cured within 30 days after Marvell’s written notice. In the event that all Locations on EZchip materially fails to perform its support obligations arising under Section 5 hereof after the Territory cease to operate under the Poshtel PopUp Concept®occurrence of a “M&A Transaction,” as defined herein, Poshtel shall have right and such failure is not cured within 10 business days after Marvell’s written notice and demand for cure, then Marvell may elect to terminate this agreement Agreement or may elect to continue this Agreement with immediate effectrespect to any Licensed Product and concurrently exercise its rights under Section 10; or (iii) EZchip merges with or into a third party, as a result of which holders of EZchip’s equity securities prior to the merger hold less than 50% of the equity securities of EZchip after the closing of such merger; or, EZchip sells all or substantially all of its assets to a third party (jointly, an “M&A Transaction”). 10.4. All the rights and obligations arising from 8.4 Except as expressly limited by this Agreement shall forthwith cease and terminate upon the expiration or Agreement, termination of this Agreement except the rights and obligations under this Section 8 will be without prejudice to any other remedy, which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior may be available to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5a party under applicable law. Upon the expiry or any termination of this Agreement, Marvell shall be entitled to exercise the license rights granted in Section 4 for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all Licensed Products that are in development or in production as of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose effective date of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for in addition to any reason, Poshtel shall: 10.6.1. immediately pay Escrow License granted to Franchisee Marvell under the full amount terms of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7Section 10 hereof. The provisions following sections of this Agreement which expressly or by their nature shall survive expiration or any termination hereof: 1, 4 (subject to payment of Royalties), 5.1 (as set forth therein), 6, 7, 10 (solely for the purpose of exercise of the escrow rights in case of termination due to a Release Event), 11 and 12. The parties further agree that the provisions of Section 9.3 shall survive any termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this AgreementAgreement with respect to all customers and programs affected thereunder.

Term and Termination. 10.15.1. This Agreement will commence on the date (“Effective Date”) that either the Order Form is executed, or the activation of the Software via a Cloud Marketplace occurs. For Evaluation Licenses, this Agreement will be effective during the entire length of the Evaluation license. Each Order Form shall continue become effective upon execution, and shall remain in full force and effect for a the period of ninety- nine (99) years from the Effective Datein such Order Form, unless terminated earlier under in accordance with this Section 5. The Initial Term for an Order Form is twelve (12) months and will automatically renew for successive terms of twelve (12) months (each a “Renewal Term”, and together with the provisions Initial Term, the “Term”), unless either party provides written notice to the other party at least 30 days before expiration of this Agreementthe term. During the Term, unless otherwise stated in an Order Form, Customer may not terminate the Order Form for its convenience and fees are not refundable. 10.25.2. Either This Agreement may only be terminated as follows: (A) either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of time, immediately upon written notice to the other Party if any of the following events occurs: 10.2.1. material breach by other, if: (a) the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice attempts to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate assign this Agreement with a written notice that takes immediate effector delegate any obligation under the Agreement without the non- assigning Party’s consent, except as otherwise permitted hereunder; and/or 10.2.3. insolvency of the other Party, commencement of liquidation or (b) any assignment is made of the other Party’s businessbusiness for the benefit of creditors, filing of or if a petition for bankruptcy, corporate reorganisation or similar proceedings in bankruptcy is filed by or against the other Party, appointment or if a receiver or similar officer is appointed to take charge of any receiverall or part of the other Party’s property, trustee, custodian or the like for if the other Party or its business, or an assignment by is adjudicated a bankrupt; (B) either Party may terminate this Agreement upon written notice to the other if the other Party for the benefit is in breach of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration any material term or termination condition of this Agreement except and the rights and obligations which will survive by nature and any rights and obligations breaching Party fails to cure the breach within thirty (30) days of receipt of notice of that breach; or (C) either Party having become due or accrued hereunder may terminate the auto renewal of this Agreement upon written notice to the other Party, which notice is given at least thirty (30) days prior to the date end of such expiry the then-current Initial Term or terminationRenewal Term, unless otherwise expressly stipulated in this Agreementas the case may be. 10.55.3. If Customer account is thirty (30) days or more overdue, in addition to any other remedies available at law or in equity, Tellius will have the right to suspend Customer access to Tellius software until such amounts are paid in full. Within a reasonable time after written notice by Tellius that Customer use of Tellius system is having a detrimental impact on Tellius’sability to deliver services to Customer or its other customers, Tellius reserves the right to suspend, or limit Customer access to Tellius system. 5.4. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel Tellius will cease providing the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept Services and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.promptly invoice

Term and Termination. 10.15.1. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from be deemed effective upon the Effective Date, unless terminated earlier provided however that if CLEC has any outstanding past due obligations to Embarq, this Agreement will not be effective until such time as any past due obligations with Embarq are paid in full. No Deleted: Sprint order or request for services under this Agreement shall be processed before the provisions Effective Date, except as may otherwise be agreed in writing between the Parties, provided CLEC has established a customer account with Embarq and has completed the Implementation Plan described in § 32 hereof. 5.2. Except as provided herein, Embarq and CLEC agree to provide service to each other on the terms of this AgreementAgreement for a period from the Effective Date through and including June 25, 2009 (the “End Date”). 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement5.3. In the event that of either Party’s material breach of any of the defaulting Party is still in breach on terms or conditions hereof, including the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period)failure to make any undisputed payment when due, the non-defaulting Party may immediately terminate this Agreement with a in whole or in part provided that the non- defaulting Party so advises the defaulting Party in writing of the event of the alleged default and the defaulting Party does not remedy the alleged default within sixty (60) Days after written notice that takes immediate effect; and/orthereof. 10.2.35.4. insolvency Termination of this Agreement for any cause shall not release either Party from any liability which at the other Party, commencement time of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for termination has already accrued to the other Party or its business, which thereafter may accrue in respect to any act or an assignment by the other Party for the benefit of creditorsomission prior to termination or from any obligation which is expressly stated herein to survive termination. 10.35.5. Notwithstanding the above, should Embarq sell or trade substantially all the assets in an exchange or group of exchanges that Embarq uses to provide Telecommunications Services, then Embarq may terminate this Agreement in whole or in part as to that particular excha nge or group of exchanges upon sixty (60) Days prior written notice. 5.6. Embarq may terminate this Agreement upon ten (10) Days notice if CLEC has not submitted orders for services pursuant to this Agreement within one-hundred-eighty (180) Days of the Effective Date. In addition, Embarq reserves the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4Agreement immediately upon notice from the CLEC that has ceased doing business in this state. All the rights In addition to notice from CLEC, Embarq may utilize any publicly available information in concluding that CLEC is no longer doing business in this state, and obligations arising from this Agreement shall forthwith cease and immediately terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1(a) This Agreement and the Software License granted hereunder shall remain in effect for the Software License Term, unless earlier terminated as set forth herein. (b) You may terminate this Agreement by ceasing to use and destroying all copies of the Software and Documentation. (c) Either Party may elect not to renew the Software License(s) upon the completion of each corresponding Software License Term. This Agreement shall continue in full force and effect for a period automatically terminate after the last day of ninety- nine the Software License Term of the last active Software License held by You (99) years from except to the Effective Date, unless terminated earlier under the extent that any provisions hereof shall have survived termination). Termination of this AgreementAgreement under this or any other Section shall not affect the continuance of any Sections which are stated or by their nature are intended to continue after termination nor shall it affect any existing obligations already incurred whether relating to payment or otherwise. 10.2. (d) Either Party may terminate this Agreement and with immediate effect in the rights hereby conferred upon Franchisee at any time effective with thirty event of: (30i) days the suspension of written notice to the other Party if any of the following events occurs: 10.2.1. material breach business by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by Party; (ii) the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this eventinsolvency, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks institution of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of bankruptcy or liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, ; (iii) the appointment of any receiver, trustee, custodian a trustee or the like receiver for the other Party Party’s property or its business; or (iv) in the case of any assignment, reorganization or an assignment arrangement by the other Party for the benefit of its creditors; or (v) in the event anything analogous to the foregoing occurs under the law of any jurisdiction in relation to the other Party. 10.3(e) Either Party may terminate this Agreement for cause with immediate effect upon written notice to the other Party, if the other Party breaches a material obligation under the Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after the non-breaching Party provides written notice thereof. (f) Upon expiration or earlier termination of this Agreement, the license(s) granted hereunder shall terminate (including any Perpetual License), You shall pay all License Fees and Support Fees due and cease using and destroy all copies of the Software and any Documentation. SoftwareONE shall have the right to immediately disable the Software and cease the provision of all Support Services. In the event that all Locations on the Territory cease You terminate, or elect not to operate under the Poshtel PopUp Concept®renew, Poshtel shall have right one or more individual Software Licenses, but still retain license and use rights to terminate at least one (1) other Software License, and are otherwise in compliance with this agreement with immediate effect. 10.4. All the rights and obligations arising from Agreement, then this Agreement shall forthwith not terminate and shall remain in full force and effect. Upon such event, for the avoidance of any doubt, You shall cease using and terminate upon the expiration or termination destroy all copies of this Agreement except the rights and obligations which will survive by nature any Software and any rights and obligations of either Party having become due Documentation related to any terminated or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreementnon-renewed Software Licenses. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years be effective from the Effective Date, Commencement Date and shall remain in effect unless otherwise terminated earlier under the provisions of this Agreement. 10.2in accordance with its terms (“Term”). Either Party party may terminate this Agreement immediately without liability to the other and the without prejudice to its other rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written by giving notice in writing to the other Party party: if the other party is in material breach of any of the terms of this Agreement which is not capable of remedy; if the other party is in material breach of any of the terms of this Agreement and, where remedial, has failed to remedy that breach within 30 days of being notified in writing of it; if the other party enters into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction), is dissolved, is declared bankrupt, has a receiver, administrator or administrative receiver appointed over all or part of its assets, enters into an arrangement with its creditors, or takes or suffers any action similar to those set out above; or if the other party’s financial position deteriorates to such an extent that in the reasonable opinion of the other party its capability to adequately fulfil its obligations hereunder has been placed in jeopardy. Experian shall be entitled to terminate this Agreement without liability to the Supplier and without prejudice to Experian's other rights at any time by giving notice in writing to the Supplier if any of the following events occurs: 10.2.1. material breach by : if the other Party Supplier fails to deliver any part of one or more of its obligations arising from the Services and/or the Deliverables in accordance with this Agreement; or if there is a change of control or change in the ownership of the Supplier. Termination of this Agreement (or any element of it) shall not affect any rights, obligations or liabilities of either party which breach is have accrued before termination or which are intended to continue to have effect beyond termination. On termination for any reason the Supplier shall immediately deliver to Experian all specifications, programs, materials and other documentation comprised in the Deliverables and existing at the date of such termination, whether or not remediable; 10.2.2complete. a breach All Intellectual Property Rights in such materials shall automatically pass to Experian (save to the extent they have not already done so by the other Party virtue of one or more of its obligations arising from this Agreement, which breach can be remediedClauses 10.3 and 10.4). In this event, the non-defaulting Party shall send a notice event the Supplier fails to the defaulting Party, specifying the breach and demanding that it be remedied deliver within four (4) weeks 30 days of the date of termination, Experian shall be entitled to enter the Supplier's premises to take possession of all such notice or, if applicable, within any timeframe as defined in this Agreementmaterials. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency Provisions of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings Agreement expressly agreed to survive termination and those provisions which by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease implication are required to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or shall survive termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 15.1 This Agreement shall continue take effect upon execution by the Parties and shall remain in full force and effect for a period of ninety- nine (99) 30 years from the Effective Date, unless terminated earlier pursuant to this Agreement, except that termination shall not affect: (a) the accrued rights and obligations of the Parties at the date of termination; and (b) the continued existence and validity of the rights and obligations of the Parties under those articles which are designed to survive termination and any provisions of this Agreement necessary for the provisions interpretation or enforcement of this Agreement. 10.2. Either Party may terminate 15.2 Unless otherwise provided herein, this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written may be terminated: 15.2.1 by either Party giving notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party has committed a material breach of one or more this Agreement and such breach, if capable of its obligations arising from remedy, has not been so remedied within sixty (60) days following receipt of such notice, unless otherwise provided herein; 15.2.2 by either Party giving notice to the other Party in the event that an event of Force Majeure continues for a period of six (6) consecutive months that causes Tasgen to cease the production and sale of the Licensed Products and the Parties have been unable to find an equitable solution pursuant to Article 19; 15.2.3 by either Party giving notice to the other Party if at any time during the term of this Agreement, the Government of the PRC should require any material alteration or modification of the contractual rights or obligations of the Parties pursuant to this Agreement which breach is not remediablehas the effect of preventing the Parties from achieving their business objectives; 10.2.2. a breach 15.2.4 by either Party giving notice to the other Party if the other Party becomes bankrupt, or insolvent, or is the subject of one proceedings or more arrangements for liquidation or dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due; 15.2.5 by Genexine giving notice to Tasgen if Tasgen fails to obtain regulatory approvals or other registrations necessary for sale or distribution of its obligations arising the Licensed Products in the Territory in accordance with a business plan and timeline approved by the board of the directors of Tasgen from time to time due to a reason attributable to Tasgen or ceases to pursue clinical development or product registration or to conduct licensed activities in a reasonable scale pursuant to a written resolution made by Tasgen’s board of directors; or 15.2.6 by either Party giving notice to the other Party if at any time during the term of this Agreement, which breach can be remediedthe Subscription Agreement or the Joint Venture Agreement is terminated for any reason. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice orHowever, if applicable, within any timeframe as defined in this Agreement. In the event that Subscription Agreement or the defaulting Party Joint Venture Agreement is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with terminated due to a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s businessmaterial breach, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against such breaching Party will not have the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsterminating right under this Article 15.2.6. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or 15.3 Upon termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any whatever reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and Tasgen shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use the Licensed Intellectual Properties as provided by Genexine and shall cease to manufacture the Licensed Products. Tasgen shall cooperate with Genexine in any way whatsoever any and all de- registration of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in License hereunder with the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.)competent authorities. 10.6. 15.4 Upon the expiry or termination of this Agreement, Agreement for any whatever reason, Poshtel shall:Tasgen shall sell to Genexine at market price all the Licensed Products or parts thereof (which are in good condition for sale to customers and already approved for sale by the China Food and Drug Administration) which are not subject to delivery under a sale to customers. 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive 15.5 Upon expiration or termination of this Agreement, includingall amounts then due and unpaid to Genexine by Tasgen hereunder, as well as all other amounts accrued but not yet payable to Genexine by Tasgen, shall forthwith become due and payable by Tasgen to Genexine. However, in the event that this Agreement is terminated by Tasgen as a result of Genexine’s material breach of this Agreement and Tasgen has raised claims against Genexine due to such breach, the aforesaid payment will be suspended until settlement of such claims pursuant to Article 19 hereof. 15.6 All Licensed Intellectual Properties, including the Improvements and the Technical Documentation relating to the Licensed Intellectual Properties as provided by Genexine, recorded in any material form including but not limited to, clauses 7,9,13,15 will remain to any written records shall be returned by Tasgen to Genexine forthwith upon the termination or expiration of this Agreement. Tasgen agrees on behalf of itself and its employees that no copies of the Licensed Intellectual Properties in effect any material form or of the Technical Documentation relating to the Licensed Intellectual Properties shall be made or retained upon and after the termination or expiration of this Agreement. 15.7 Upon termination of this Agreement pursuant to Article Error! Reference source not found., all Assigned Intellectual Properties, including the Improvements and the Technical Documentation relating to the Assigned Intellectual Properties as provided by Genexine, shall be returned or re-assigned by Tasgen to Genexine forthwith. Tasgen agrees on behalf of itself and its employees that no copies of the Assigned Intellectual Properties in any material form or of the Technical Documentation relating to the Assigned Intellectual Properties shall be made or retained upon and after the termination of this Agreement. 15.8 Upon termination, Tasgen agrees to permit Genexine and its representatives to inspect the records and accounts of Tasgen and to investigate generally all business transactions carried on by Tasgen under and pursuant to this Agreement for a period of twelve (12) months following the last sale of the Licensed Products, and Tasgen agrees not to destroy any of such records prior to the expiration of such twelve (12) month period.

Term and Termination. 10.1. This 5.1 The term of this Agreement shall continue in full force and effect for a period of ninety- nine (99) years from commence on the Effective DateDate and shall continue for five years, unless earlier terminated earlier under in accordance with this Agreement. Upon expiration of the provisions initial term, this Agreement shall automatically renew for successive one year periods, unless either party gives written notice of nonrenewal at least 60 days prior to the expiration of the then-current term or unless otherwise terminated in accordance with this Agreement. 10.2. 5.2 Either Party may party shall have the right to terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written without further notice to the other Party if any of the following events occurs: 10.2.1. a material breach of this Agreement by the other Party of one or party remains uncured more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by than 30 days after the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a breaching party receives written notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In breach. 5.3 Either party shall have the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may right to terminate this Agreement with a upon written notice that takes immediate effect; and/or 10.2.3. insolvency of if the other Partyparty (i) becomes insolvent, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of (ii) makes any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors, (iii) enters into any compromise with creditors or a general agreement for referral of payment with its creditor, (iv) makes or suffers to be made any transfer to any person, trustee, receiver, liquidator, or referee for the benefit of creditors, (v) files a voluntary petition in bankruptcy, (vi) suffers an involuntary petition in bankruptcy to be filed against it, (vii) files any petition in any reorganization, arrangement, compromise, readjustment, liquidation, or dissolution or similar relief for itself, or (viii) becomes unable to pay its debts generally as they become due. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. 5.4 Upon the expiry or termination of this Agreement, each party shall promptly return to the other all information, materials, and other properties of the other received in connection with this Agreement; provided that, Gateway shall not be obligated to return any Products received prior to termination. Gateway's license for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and Software Product shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or survive termination of this AgreementAgreement unabridged for the longer of (a) a period sufficient for Gateway to distribute its current inventory of such Software Product and to fulfill outstanding Gateway customer orders, for any reasonor (b) 180 days, Poshtel shall: 10.6.1. immediately pay to Franchisee unless such termination resulted from a material breach by Gateway of restrictions under the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions terms of this Agreement which expressly limiting such license. Gateway's license for any other Software and Documentation (meaning Software and Documentation distributed with or by their nature as parts of other Products, and not Software Products and associated Documentation) shall survive expiration or the termination of this Agreement, including, but Agreement to the extent necessary for Gateway to distribute such Products in its possession. Gateway's license to all Software and Documentation shall survive termination in an abridged form to the extent necessary for Gateway to support such Software and other Products for itself and its customers. End-user licenses granted pursuant to this Agreement shall not limited to, clauses 7,9,13,15 will remain in effect after the expiration be diminished or abridged by termination of this Agreement.

Term and Termination. 10.1. This The term of this Agreement shall continue begin on the Effective Date and provided that the first delivery of the Product under this Agreement shall occur on December 31, 2009 or earlier, and unless previously terminated as hereinafter set forth, shall remain in full force and effect for a period of ninety- nine (99) years from ten Years beginning with the Effective First Shipment Date, unless terminated earlier under the provisions of this Agreement. 10.2. Either Each Party may terminate this Agreement and the rights hereby conferred may, at its discretion, upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if Party, and in addition to its rights and remedies provided under this Agreement or any other agreement executed in connection with this Agreement and at law or in equity, terminate this Agreement in the event of any of the following events occursfollowing: 10.2.1. Upon a material breach by of the other Party of one or more of its obligations arising from any material provision in this Agreement, which breach is not remediable; 10.2.2. a breach by and failure of the other Party of one to cure such material breach within **** days after receiving written notice thereof; provided, however, that such cure period shall not modify or more of its extend the **** day cure period for HOKU’s delivery obligations arising from this Agreementpursuant to Section 4.3 above; and provided, which breach can be remedied. In this event, the non-defaulting Party further that such **** day cure period shall send a notice not apply to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within JINKO’s failure to make any timeframe as defined in payment to HOKU pursuant to this Agreement. In the event that the defaulting Party is still in breach of JINKO’s failure to make payment on the date **** day payment terms set forth in Section 6.4 hereof, termination by HOKU shall require the issuance of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes of default containing the threat of immediate effect; and/ortermination if payment is not made within an additional grace period of not less than **** business days. For purposes of this Section 10.2.1, a “material breach” means a monthly shipment which is delayed beyond **** days, a payment default or any other material breach of this Agreement which materially and adversely affects a Party or which occurs on multiple occasions. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission. 10.2.310.2.2. Upon the voluntary or involuntary initiation of bankruptcy or insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party; provided, appointment that for an involuntary bankruptcy or insolvency proceeding, the Party subject to the proceeding shall have sixty (60) working days within which to dissolve the proceeding or demonstrate to the terminating Party’s satisfaction the lack of any receiver, trustee, custodian or grounds for the like for initiation of such proceeding; 10.2.3. If the other Party or its business(i) becomes unable, or an assignment by admits in writing its inability, to pay its debts generally as they mature, (ii) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or 10.2.4. In accordance with the other Party for provisions of Section 13 (Force Majeure) below; provided, however, that JINKO may not terminate this Agreement pursuant to Section 13 if HOKU is supplying Products to JINKO pursuant to Section 4.2 of this Agreement. 10.2.5. Without limiting the benefit foregoing, JINKO shall have the right to terminate this Agreement immediately if HOKU fails to deliver the first shipment of creditorsthe Minimum Monthly Quantity of Products on or before December 31, 2009. 10.3. In Subject to the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®effectiveness of this Agreement, Poshtel HOKU shall have the right to thereafter terminate this agreement with immediate effectAgreement if (A) on or before March 25, 2009, JINKO has failed to pay the Third Deposit, in which case HOKU may retain the Initial Deposit of fifteen million (15,000,000) U.S. dollars as liquidated damages; (B) on or before June 24, 2009, JINKO has failed to pay the Fourth Deposit, in which case HOKU may retain the Initial Deposit of fifteen million (15,000,000) U.S. dollars and the Third Deposit of three million (3,000,000) U.S. dollars as liquidated damages. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon Upon the expiration or termination of this Agreement except howsoever arising, the rights and obligations which will following Sections shall survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry expiration or termination: Sections 2 (Definitions); Section 8 (Product Quality Guarantee), unless otherwise expressly stipulated in this AgreementSection 9 (Inspection and Return Goods Policy); Section 10 (Term and Termination); Section 11 (Liability); Section 12 (Liquidated Damages); and Section 14 (General Provisions). 10.5. Upon If JINKO terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, or 13 then any funds remaining on the expiry or Total Deposit on such date of termination shall be returned to JINKO, plus interest equal to the amount set forth in Section 6.6 for each year since the Initial Deposit was paid to HOKU by JINKO; provided however that if JINKO is in material breach of this Agreement at the time it terminates this Agreement, for then HOKU shall not be required to repay any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full remaining amount of any monies due the Total Deposit up to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept amounts of HOKU’s direct loss from such material breach (unless JINKO cures such breach within the applicable cure period) or JINKO’s other outstanding and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form unpaid obligations hereunder (including, without prejudice limitation, obligations under Section 12). If HOKU terminates this Agreement pursuant to generalitySection 10.2.1, computer software10.2.2, etc.). 10.610.2.3, 10.2.4, or 13 then HOKU shall be entitled to retain the Total Deposit including any funds remaining on the Total Deposit on such date of termination in accordance with Section 12. Upon “Funds remaining” on the expiry Total Deposit are funds not applied against JINKO’s purchase of Product, pursuant to Section 6.4 above, for Product actually shipped to JINKO hereunder. If JINKO terminates this Agreement pursuant to Section 10.2.1 or termination of 10.2.5 due to HOKU’s failure to deliver Products pursuant to this Agreement, for any reason, Poshtel shall: 10.6.1then one hundred fifty percent (150%) of the funds remaining on the Total Deposit on such date of termination shall be returned to JINKO. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.JINKO Initials & Date HOKU Initials & Date

Term and Termination. 10.1. 21.1 This Agreement shall continue will remain in full force until all Goods and/or Services have been provided and effect paid for a period of ninety- nine (99) years from the Effective Datein full, or until all obligations under it have been complied with, unless terminated earlier under the provisions of in accordance with this Agreementclause 21 (Term and Termination). 10.221.2 The Seller may terminate the Agreement and cancel performance of Services or delivery of Goods at any time by giving 10 days prior written notice to the Buyer. On giving such notice, the Seller will refund to the Buyer any amounts paid by the Buyer in respect of undelivered Goods and/or Services. 21.3 Either Party may terminate this Agreement and the rights hereby conferred Agreement: (a) for a breach which is not capable of being remedied, immediately upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any Party; (b) for a breach which is capable of the following events occurs: 10.2.1. material breach by being remedied and which the other Party of one fails to remedy within 15 days (or more of its obligations arising from this Agreement, which breach is not remediable;such longer period as specified in the termination notice) after receiving notice to do so; or 10.2.2. a breach by (c) if the other Party becomes insolvent, undergoes receivership, administration or liquidation, or if an individual, becomes bankrupt. 21.4 Termination does not affect a Party's rights and liabilities accrued up to and including the effective date of one or more termination, including payment by the Buyer of its any outstanding amounts. 21.5 Any indemnity is a continuing obligation, independent from the other obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date Parties under the Agreement and survives termination of such notice or, if applicable, within any timeframe as defined in this the Agreement. In the event that the defaulting It is not necessary for a Party is still in breach on the date to incur expense or to make payment before enforcing a right of expiry of such notice indemnity. 21.6 Clauses 7 (regardless of whether the breach has once been remedied during the notice periodDelivery), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency 8 (Passing of Risk and Title), 10 (Payment), 11(Personal Property Security), 11.6(d) (Intellectual Property), 13 (Privacy), 14 (Confidentiality), 18 (Consumer Guarantees), 19 (Limitation of Liability), and 21.4 to 21.6 (Term and Termination) survive termination of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 22.1 This Agreement shall continue endure for the Term (subject to earlier termination under and in full force accordance with this clause 22), which The Client may renew for 12 months by serving on Station10 thirty (30) calendar days’ notice to renew, PROVIDED THAT if any then executed SoW is set to expire after the end of the Term, then the Term will be deemed to extend up to and effect including the end of the Service Period set out in that SoW (or where there is no Service Period set out, then until completion of the Services under that SoW) for a period the purpose of ninety- nine (99) years from preserving the Effective Date, unless terminated earlier under the provisions validity of this Agreementthat SoW only. 10.2. 22.2 Either Party may terminate the Services if the other Party fails to perform any other obligation required of it under this Agreement and the rights hereby conferred upon Franchisee at any time effective with such failure is not cured within thirty (30) calendar days of from the date written notice specifying the failure was delivered. Failure to pay fees due under any executed SoW is considered a material breach. 22.3 Either Party may terminate the Services with immediate effect on written notice if: 22.3.1 the other Party if ceases or threatens to cease to carry on its business 22.3.2 a receiver; administrator or similar officer is appointed over all or any part of the following events occurs:assets or undertaking of the other Party; 10.2.1. material breach by 22.3.3 the other Party of one or more makes any arrangement for the benefit of its obligations arising from this Agreement, which breach is not remediable;creditors; or 10.2.2. a breach by 22.3.4 the other Party goes into liquidation (save for the purposes of one a genuine amalgamation or more reconstruction). 22.4 Upon termination of its obligations arising from this Agreementthe Services, Station10 will be paid all money due to it up to and including the date of termination after taking into account amounts previously paid together with: 22.4.1 the total value of the Services and/or Deliverables completed up to and including the date of termination; and 22.4.2 any cancellation charges payable to Station10’s Sub Contractors, and 27.4.3 the cost of materials and goods ordered for the Services and/or Deliverables for which Station10 has paid or is legally bound to pay. 22.5 In the event of any breach can be remedied. In this eventof Clause 27, the non-defaulting breaching Party shall send a notice be entitled to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All 22.6 Termination of the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which Services will survive by nature and not affect any rights and obligations of either Party having become due or the Parties accrued hereunder prior to them up to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1The term of this Agreement begins on the Effective Date and will remain in effect until all Subscription Licenses (and Maintenance and Support Terms, if applicable) expire or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first (the “Term”). This Agreement shall continue in full force may be renewed at any time by execution of an Order Form referencing this Agreement, and effect for any such renewal will be deemed part of the “Term” hereunder. If either party commits a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions material breach of this Agreement. 10.2. Either Party may terminate this Agreement , and the rights hereby conferred upon Franchisee at any time effective with such breach has not been cured within thirty (30) days after receipt of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this eventthereof, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party breaching party may terminate this Agreement, except that AppDynamics may immediately terminate this Agreement with a and/or End User’s license to the Software upon End User’s breach of Section 1.2. Either party may also terminate this Agreement upon written notice that takes immediate effect; and/or 10.2.3. insolvency of if the other Party, commencement party suspends payment of liquidation of the its debts or experiences any other Party’s business, filing of a petition for insolvency or bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3-type event. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the Upon expiration or termination of this Agreement except for any reason, (i) with respect to Subscription Licenses, all rights granted to End User shall terminate and End User shall destroy any copies of the rights Software and obligations which Documentation within End User’s possession and control; (ii) with respect to perpetual licenses, these will survive by nature termination of this Agreement unless AppDynamics terminates the Agreement for End User’s breach of this Agreement in which case all rights granted to End User shall terminate and End User shall destroy any rights copies of the Software and obligations of either Documentation within End User’s possession and control; and (iii) each Receiving Party having become due will return or destroy, at the Disclosing Party’s option, the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control. All fees that have accrued hereunder prior to the date as of such expiry expiration or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreementand Sections 1.2, for 1.3, 1.4, 2, 3, 4, 5, 6.2 and 7 through 12, will survive any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreementhereof.

Term and Termination. 10.1. This Agreement shall continue in full force commence on the Effective Date and effect rates will be held for a period of ninety- nine (99) years from the Effective Date180 days or until go live, unless terminated earlier under the provisions whichever is later. 6.1 Upon expiry of this Agreement. 10.2date, Vision ERP have the right to re quote for any days originally quoted and not yet taken or paid for. Either Party party may terminate this Agreement forthwith on giving notice in writing to the other party if the other party commits any material breach of any term of this Agreement and, in the case of a breach capable of being remedied, shall have failed to remedy the breach within 45 days after the receipt of a request in writing from the non-defaulting party to do so; or 6.1.1 shall convene any meeting of creditors or pass a resolution for winding up or fail to promptly discharge a petition for winding up; or 6.1.2 shall have an administrative receiver or receiver appointed over the whole or part of its assets or suffer the appointment of an administrator; or 6.1.3 being an individual commits any act of bankruptcy or compounds with his creditors or comes to any arrangements with any creditors. 6.2 On termination of this Agreement both parties shall immediately cease to use the other party's Intellectual Property. Either party may require the other party to return to the first party within seven days of the date of termination the first party's Intellectual Property and that first party shall be entitled to require the rights hereby conferred upon Franchisee at any time effective with other party to certify in writing through a director or other officer of the company within thirty (30) calendar days of written notice to termination that the other Party if any of the following events occurs: 10.2.1obligations imposed by this Clause have been complied with. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding Each party agrees that it be remedied within four (4) weeks of will not at any time copy, recreate or attempt to recreate the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Partyother’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsIntellectual Property. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or 6.3 Any termination of this Agreement except the shall not affect any accrued rights and obligations which will survive by nature and any rights and obligations or liabilities of either Party having become due party nor shall it affect the coming into force or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated continuance in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount force of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions provision of this Agreement which is expressly or by their nature survive expiration implication intended to come into force or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain continue in effect force on or after the expiration or termination of this Agreementthat termination.

Term and Termination. 10.1. This 6.1 The initial term of this Agreement shall begin on the Effective Date and shall continue in full force and effect for a period of ninety- nine [****] years (99) years from the Effective Date“Initial Term”), unless terminated earlier under the provisions of pursuant to this Agreement. Thereafter, this Agreement shall automatically renew for additional terms of [****] each, unless written notice of termination is given by either Party at least ninety (90) days prior to the end of the Initial Term, or such other term, in which case this Agreement shall terminate at the end of the then current term. 10.2. 6.2 Either Party may shall have the right to terminate this Agreement and the rights hereby conferred Agreement: (a) upon Franchisee at any time effective with thirty one hundred eighty (30180) days of prior written notice to the other Party if any Party, provided that in the event Client terminates this Agreement, without cause, prior to the end of the following events occurs:Initial Term, such termination shall be effective only upon payment to CORD of six (6) months of the System Access Fees set forth on the Fee Schedule; 10.2.1. material (b) upon the breach by the other Party of one or more a material provision of its obligations arising this Agreement and that Party’s failure to cure such breach within thirty (30) days following written notice thereof from the non-breaching Party, provided that, with respect to any failure to make any payment when due under this Agreement, which breach is not remediable;such period to cure shall be reduced to ten (10) days; or 10.2.2. a breach by (c) immediately upon notice to the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, following the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation any bankruptcy or similar proceedings by insolvency proceeding (whether voluntary or against the other Party, appointment of any receiver, trustee, custodian or the like for the involuntary) with respect to such other Party or its businessassets, or which in the event of an involuntary proceeding, is not dismissed within sixty (60) days, the general assignment by the other Party for the benefit of creditorscreditors by such other Party, or the appointment of a receiver, trustee or liquidator by or for such other Party. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from 6.3 Termination or expiration of this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of not relieve either Party having become due from any liability or obligation that accrued hereunder prior to the date of such expiry termination or termination, unless otherwise expressly stipulated in this Agreement. 10.5expiration. Upon the expiry termination or termination expiration of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay all Product shall be returned to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and Client or a representative designee of Poshtel Client, at Client’s sole cost and refrain from any action that would expense. Sections 13 and 14 shall survive termination or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.119.2.1 The Term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on 31st day of November 30, 2004 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (180) Days prior to the expiration of the Term, to the other Party to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject to the provisions of this Section 19. 19.2.2 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within forty-five (45) Days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 19.2.3 If pursuant to Section 19.2.1, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 19.2.4 and 19.2.5. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 19.2.3 other than its obligations under Sections 19.2.4 and 19.2.5. 19.2.4 Upon termination or expiration of this Agreement in accordance with Sections 19.2.1, 19.2.2 or 19.2.3: 19.2.4.1 Each Party shall continue to comply with its obligations set forth in Section 19.9, “Survival of Obligations”; and 19.2.4.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 17, “Dispute Resolution”. 19.2.5 If SBC-13STATE serves notice of expiration or termination pursuant to Section 19.2.1 or Section 19.2.3, Carrier shall provide SBC-13STATE written confirmation, within ten (10) Days, that Carrier either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its agreement. Carrier shall identify the action to be taken for each affected agreement identified in SBC- 13STATE’s notice. 19.2.6 If Carrier serves notice of expiration or termination pursuant to Section 19.2.1 or Section 19.2.3, and also wishes to pursue a successor agreement with SBC-13STATE, Carrier shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of Carrier’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 19.2.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received Carrier’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 19.2.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), Carrier withdraws its Section 252(a)(1) request, Carrier must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that Carrier does not wish to pursue a successor agreement with SBC-13STATE for a period given state. The rates, terms and conditions of ninety- nine this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (9990) years from Days after the Effective Datedate Carrier serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, unless terminated on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE receipt of Carriers notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the provisions Parties shall, have no further obligations under this Agreement except those set forth in Section 19.2.4 of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is 19.2.9 If Carrier does not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding affirmatively state that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with wishes to pursue a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this successor agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration SBC-13STATE as provided in Section 19.2.4.1 or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.Section

Term and Termination. 10.1. This agreement shall commence as of the Effective Date and continue for a minimum period of twelve (12) months, (“Initial Term”). If agreed to by both parties, this Agreement shall continue in full force be extended for following one (1) twelve (12) month periods. 10.2. This agreement may be terminated at any time by written agreement of the parties. 10.3. If either party breaches a material provision of these Agreement and effect for a period the breach is not cured within 30 days after receipt of ninety- nine (99) years written notice from the Effective Dateother party specifying the nature of the breach or if a plan is not in place to expeditiously cure such breach, the non” breaching party may terminate this Agreement by written notice to the party in breach (10.4) Either party may terminate this Agreement by written notice upon the occurrence of any of the following events, unless terminated earlier such event is eliminated or cured within 60 days of notice thereof: (a) the filing by the other party of a petition in bankruptcy or insolvency; or (b) any adjudication that the other party is bankrupt or insolvent; or (c) the filing by the other party of any petition or answer seeking reorganization, readjustment, or arrangement of the business under any law relating to bankruptcy or insolvency; or (d) the provisions appointment of a receiver for all or substantially all of the property of other party; or (e) the making by the other party of any assignment or attempted assignment of the benefit of creditors; or (f) the institution of any proceedings for the liquidation or winding up of the business or for the termination of the corporate charter of the other party. 10.4. Termination of this Agreement shall not affect the survival of any rights or obligations hereunder which by their nature are to survive and be effective following termination of the Agreement. After sixty (60) days following termination, remainders of inventory dollars which are reasonably in Seller’s possession due to the uniqueness of the Customer’s product shall be inventoried, boxed, and billed to the Customer at seller’s cost plus 10%. excluding material consigned by the Customer, which shall be managed by the Supplier at a flat handling charge at the rate of $30 per hour, the Customer may request that components may be used in the manufacture of alternate the Customer’s products which the Customer agrees to purchase in accordance with the other terms of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 14.1 This Agreement shall will commence on the Effective Date and will [ * ]. Individual Statements of Work will be effective upon execution by both parties and will continue in full force and effect for a period until both parties have fulfilled all of ninety- nine (99) years from their Project obligations, or until the Effective Date, unless terminated earlier under termination of such Statement of Work according to the provisions terms of this Agreement. 10.214.2 This Agreement or an individual Statement of Work may be terminated immediately upon notice in writing: 14.2.1 By either party if the other party is in material breach of any of its obligations hereunder and fails to remedy such breach within [ * ] days of receipt of a written notice by the other party which specifies the material breach. 14.2.2 By AGILENT, in the absence of mutual agreement regarding a Change Order which represents a material change under Section 5.2, or if CUSTOMER fails to pay any sums due under this Agreement within the [ * ] day time period specified in Section 4.3. ---------- [ * ] Confidential Treatment Requested 14.2.3 By either party if the other party has a receiver appointed, or an assignee for the benefit of creditors, or in the event of any insolvency or inability to pay debts as they become due by the other party, except as may be prohibited by applicable bankruptcy laws. 14.3 Either Party party may terminate this Agreement and the rights hereby conferred for convenience upon Franchisee at any time effective with thirty (30) days of [ * ] months prior written notice to the other Party if any party. Any termination of the following events occurs: 10.2.1. material breach by the other Party of one or more this Agreement will not relieve either party of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party under any Statement of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined Work in this Agreement. In the event that the defaulting Party is still in breach effect on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall:unless otherwise mutually agreed to in writing. 10.5.1. immediately pay to Poshtel the full amount 14.4 Upon termination of any monies due Statement of Work, CUSTOMER will pay AGILENT for all Work performed and charges and expenses incurred by AGILENT which have been pre-approved by CUSTOMER up to Poshtel under this Agreement; 10.5.2the date of termination, and CUSTOMER will receive all work in progress for which CUSTOMER has paid. immediately cease to represent Poshtel and/or Should the Poshtel PopUp® Concept and shall not thereafter act in sum of such amounts be less than any way as a Franchisee and or a representative advance payment received by AGILENT, AGILENT will refund the difference within [ * ] days of Poshtel and refrain receipt of an invoice from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.)CUSTOMER. 10.6. Upon the expiry or termination of this Agreement14.5 Sections 4, for any reason7, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept 8, 9, 10, 12 and shall not thereafter require or identify Franchisee in any way as a Master Franchisee 13 above, and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature Section 15 below, will survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This ‌ 10.1 The Agreement shall continue in full force and come into effect for a period of ninety- nine (99) years from on the Effective DateCommencement Date and, unless terminated earlier under in accordance with clauses 10.3 or 10.4, shall continue for an initial term of 12 months from Delivery (“Initial Term”), save as may otherwise be agreed in the provisions Order Form, after which it shall automatically renew for further periods of this Agreement12 months each (each a “Renewal Term”). 10.2. 10.2 Either Party may terminate the Agreement and/or a specific Order Form with effect from the last day of the Initial 10.3 Either Party may terminate this Agreement forthwith by immediate notice if: (a) the other Party has committed a material breach of the terms of the Agreement and such breach is either incapable of remedy or the rights hereby conferred upon Franchisee at any time effective with thirty other Party has failed to remedy the breach withinthirty (30) days of being given written notice by the other Party specifying the breach and requiring itsremedy; (b) a Force Majeure Event affecting a Party’s obligations continues for a period of at least 30 days; and/or (c) the other Party has a receiver or an administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (other than for the purpose ofa bona fide scheme of solvent amalgamation or reconstruction) or a court of competentjurisdiction makes an order to that effect or if the other Party becomes subject to anadministration order or enters into any voluntary arrangement with its creditors. 10.4 Without limiting its other rights or remedies, the Company may terminate this Agreement on 30 days' written notice to the other Party if any Customer in the event of a failure by the Customer to pay anyamount due to the Company under the Agreement by the Due Date. 10.5 Upon termination of the following events occursAgreement: 10.2.1. material breach by (a) and upon request, each Party shall immediately return to the other Party any materials delivered to it by or on behalf of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency are Confidential Information of the other Party, commencement of liquidation of ; (b) all and any licences granted to the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate Customer under the Poshtel PopUp Concept®, Poshtel Agreement shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5(c) all amounts payable to the Company by the Customer shall become immediately due and owing. return to Poshtel all notesFor the avoidance of doubt, memoranda or other information concerning no refund of fees paid in advance shall be due in respect of any unexpired portion of the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcthen- current term.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This Agreement Supplement shall continue in full force be effective as of the date first written above and effect for a period of ninety- nine (99) years from automatically expire when all the Effective Datedeliverables to NEC hereunder accepted by NEC, unless terminated earlier under the provisions of this Agreementsooner pursuant to Section 10.2 below. 10.2. Either Party This Supplement may terminate this Agreement and the rights hereby conferred upon Franchisee be terminated at any time effective with thirty before the normal expiration pursuant to Section 10.1 above; (30i) days by mutual written consent of the parties, (ii) by NEC upon written notice to Rambus if Rambus fails to accomplish the particulars in the event of Rambus' failure to pass the acceptance test pursuant to Section4 above, (iii) by either party upon written notice to the other Party if any in the event of the following events occurs: 10.2.1. a material breach of this Supplement by the other Party of one or more of its obligations arising from this Agreementparty hereto, which if such material breach is not remediable; 10.2.2. a breach cured within sixty (60) days after the receipt of written notice specifying the nature of such material breach, or (iv) by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a either party upon written notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined other party in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. bankruptcy or insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsparty. 10.3. In the event that all Locations on the Territory cease If this Supplement is terminated pursuant to operate under the Poshtel PopUp Concept®Section 10.2, Poshtel Background Intellectual Property, and New Intellectual Property owned by Rambus, contained in Results already provided to NEC shall have right be licensed to terminate this agreement with immediate effectNEC pursuant to Section 7 hereof. 10.4. All the rights and obligations arising from this Agreement Any termination hereunder shall forthwith cease and terminate upon the expiration be in addition to any other remedy either party may have at law or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreementequity. 10.5. Upon This Supplement shall be effective so long as the expiry Original Agreement is effective and shall automatically expire if the Original Agreement is terminated or expire by any cause. Termination of this Supplement, however, for default hereof, shall be severable from termination of the Original Agreement and Supplement Nos. 1, 2, 3, and 4 thereto. That is, this Supplement shall be terminable, in accordance with the procedures specified hereinabove, by either party, but any such termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and Supplement shall not thereafter act result in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all termination of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights Original Agreement or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.)Supplement thereto. 10.6. Upon the expiry or The provisions in Sections6, 7, 8, 9, 10.3, 10.4 and 13 shall survive any termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept Supplement and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect force and after the expiration or such termination of this Agreementhereof.

Term and Termination. 10.1. This (a) The term of this Agreement shall commence on the Effective Date and, subject to earlier termination as provided herein, shall continue in full force and effect for a period of ninety- nine ten (9910) years from years; provided that, upon the Effective Datemutual written agreement of the Parties, unless terminated earlier under the provisions term of this AgreementAgreement may extend for a renewal term of an additional period of ten (10) years. 10.2. (b) Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. for a material breach by the other Party of one or more the terms and conditions of its obligations arising from this AgreementAgreement upon written notice to the breaching party, which is given no less than thirty (30) days prior to an effective date of termination, and which specifies in reasonable detail the nature of such breach. If the breaching Party cures such breach is prior to the effective date of termination, this Agreement shall not remediable;terminate and will continue in full force and effect. 10.2.2. a breach (c) Either Party may, by giving the other Party written notice of one or more of its obligations arising from this Agreementtermination, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may immediately terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of if upon the other Party, commencement of liquidation of the other Party’s business, filing occurrence of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for Bankruptcy with respect to the other Party or its businessis adjudicated bankrupt, or an files a voluntary petition of bankruptcy, makes a general assignment by the other Party for the benefit of creditors, is unable to meet its obligations in the normal course of business as they fall due or if a receiver is appointed on account of the other Party's insolvency. 10.3. In (d) From and after the event that all Locations on effective date of the Territory cease expiration of the term of this Agreement or the termination of this Agreement pursuant to operate under the Poshtel PopUp Concept®this Section 13 hereof, Poshtel GP shall have right no right, whatsoever, to terminate utilize the Technology or Trademarks, and GP shall promptly return to EarthShell all written materials or other tangible media containing any Trade Secrets which are then in the possession of GP. Sections 4, 5, 6, 8, 10(g), 12, 13(d), 14, 15, 16, 17, 18, 19, and 21 shall survive termination of this agreement with immediate effect. 10.4Agreement. All The obligation of GP to pay to EarthShell the rights and obligations arising from this Agreement shall forthwith cease and terminate upon Royalty for all Products actually sold by GP prior to the effective date of the expiration or termination of this Agreement except the rights and obligations which will shall survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 8.1 This Agreement shall continue in full force and effect for a period of ninety- nine (99) years be effective from the Effective DateDate and shall continue for an initial term of 2 years unless earlier terminated as provided for herein. Upon the expiration of this initial term this Agreement shall be automatically renewed for additional one (1) year terms, unless terminated earlier under either party provides the provisions other with notice of cancellation of this Agreement at least 30 days prior to expiration of then current term in which case this Agreement shall expire at the end of such current term or unless otherwise terminated under this agreement. 8.2 This Agreement and the licences granted under it shall automatically terminate upon the termination of the Amended and Restated Service Bureau Software Services Agreement. 10.2. Either 8.3 A party (the “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the “Breaching Party”) on or at any time after the occurrence of an event specified in Clause 8.4 in relation to the Breaching Party. 8.4 The events are: 8.4.1 the Breaching Party being in material breach of an obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 30 days starting on the day after receipt of written notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy the breach; 8.4.2 the Breaching Party passing a resolution for its winding up or a court of competent jurisdiction making an order for the Breaching Party’s winding up or dissolution; 8.4.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Breaching Party; 8.4.4 the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; 8.5 HR may terminate this Agreement and the rights hereby conferred licences under it immediately upon Franchisee at any time effective with thirty (30) days of written notice to ETRX within 60 days following: (a) a change of control of ETRX (whether such control is exercised as sole or joint control, with a third party) occurring other than as a result of a change of control of HR; or (b) if BCD Technology S.A. or another company owned or under the other Party if any control of BCD Technology S.A. cease to hold the majority of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remediedvoting rights in TRX and/or WTT UK Limited. In this eventclause, “control” means the non-defaulting Party shall send a notice ability to direct the defaulting Partyaffairs of another whether by way of contract, specifying the breach and demanding that it be remedied within four (4) weeks ownership of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation shares or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsotherwise. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 6.1 This Agreement shall continue in full force commence on the Effective Date and effect rates will be held for a period of ninety- nine (99) years 180 days from the Effective Date, unless terminated earlier under the provisions . 6.2 Upon expiry of this Agreementdate, G7 have the right to re quote for any days originally quoted and not yet taken or paid for. 10.2. 6.3 Either Party party may terminate this Agreement and forthwith on giving notice in Writing to the rights hereby conferred upon Franchisee other party if the other party: 6.3.1 commits any material breach of any term of this Agreement and, in the case of a breach capable of being remedied, shall have failed to remedy the breach within 45 days after the receipt of a request in Writing from the non-defaulting party to do so; or 6.3.2 shall convene any meeting of creditors or pass a resolution for winding up or fail to promptly discharge a petition for winding up; or 6.3.3 shall have an administrative receiver or receiver appointed over the whole or part of its assets or suffer the appointment of an administrator; or 6.3.4 being an individual commits any act of bankruptcy or compounds with its creditors or comes to any arrangements with any creditors. 6.4 Without prejudice to the provisions set out in Schedule D relating to possible short notice cancellation/deferment of Services, the Customer may terminate this Agreement for its convenience at any time on giving no less than forty-five (45) days’ notice in Writing to G7 and the Customer shall pay for any Services completed by G7 prior to the effective with date of termination. 6.5 On termination of this Agreement both parties shall immediately cease to use the other party's Intellectual Property. Either party may require the other party to return to the first party within seven (7) days of the date of termination the first party's Intellectual Property and that first party shall be entitled to require the other party to certify in Writing through a director or other officer of the company within thirty (30) calendar days of written notice to termination that the other Party if any of the following events occurs: 10.2.1obligations imposed by this Clause have been complied with. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding Each party agrees that it be remedied within four (4) weeks of will not at any time copy, recreate or attempt to recreate the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Partyother’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsIntellectual Property. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or 6.6 Any termination of this Agreement except the shall not affect any accrued rights and obligations which will survive by nature and any rights and obligations or liabilities of either Party having become due party nor shall it affect the coming into force or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated continuance in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount force of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions provision of this Agreement which is expressly or by their nature survive expiration implication intended to come into force or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain continue in effect force on or after the expiration or termination of this Agreementthat termination.

Term and Termination. 10.1. 7.1 This Agreement shall continue remain in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under date of signature below until the provisions end of the termination period following termination in accordance with this AgreementArticle 7. 10.2. Either Party may 7.2 Each party shall have the right to terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. for material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2party by giving 30 days prior written notice. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel Each party shall have the right to terminate this agreement Agreement without cause by giving the other party written notice of such termination; (i) in case of termination by the Employee with immediate effect6 months prior written notice, (ii) in the case of termination by Pharmalink with 12 months prior written notice, and (iii) the Employee shall be obligated to continue to work and carry out the obligations of the employment for 6 months following notice of such termination and shall thereafter have no further obligation to carry out any work or other services for Pharmalink. 10.4. All 7.3 In the rights and obligations arising from event Pharmalink is subject to a Change of Control (as defined below); (i) the Employee shall within a period of 30 days following such Change of Control have the right to terminate this Agreement in writing with 18 months prior written notice, and the Employee shall forthwith cease be obligated to continue to work and terminate upon carry out the expiration obligations of the employment for 6 months following notice of such termination and shall thereafter have no further obligation to carry out any work or other services for Pharmalink, and (ii) in the event Pharmalink within a period of 30 days either before or after the Change of Control gives notice of termination of the Agreement, for any reason except material breach by the Employee, the consequences of such termination shall be the same as set forth in 7.3 (i) above. For purpose of this Section Change of Control means the occurrence of any acquisition, consolidation or merger with or into any third party, or any other corporate reorganization involving a third party (the “Third Party”), in which (i) those persons or entities that are shareowners of Pharmalink immediately prior to such transaction are in control of less than fifty percent (50%) of Pharmalink’s voting power immediately after such transaction, and (ii) the Third Party is in control of more than fifty percent (50%) of Pharmalink’s voting power immediately after such transaction. This Section 7.3 shall not apply to an IPO nor any following transactions where the shares of Pharmalink are traded on a public stock exchange. 7.4 Following any notice of termination of this Agreement except Pharmalink shall at its discretion have the rights right to remove and obligations which will survive by nature relieve the Employee from her position as managing director and restrict access to any rights facility and obligations information of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this AgreementPharmalink. 10.5. Upon the expiry or 7.5 Following termination of this Agreement, for or at earlier the request of Pharmalink, the Employee agrees to return all tangible information, reports, papers, documents and any reasonother property, Franchisee shall: 10.5.1. immediately pay including copies and duplicates thereof, which were entrusted to Poshtel him or which came into his possession in connection with the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.)employment. 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions 7.6 Termination of this Agreement which expressly shall not affect rights and obligations that have accrued prior to such termination, and Articles 4, 5, 6, 7, 8 and 9 shall survive any termination or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination expiry of this Agreement.

Term and Termination. 10.1. 6.1 This Agreement shall continue in full force and effect for a period is valid as of ninety- nine the date first set forth above (99) years from the “Effective Date”) and will continue until the end of the third year thereafter. After this initial term of three years, it shall automatically be prolonged by periods of [***] each unless terminated earlier under by either Party giving [***] written notice prior to the provisions end of this Agreementthe initial term or any prolongation term. 10.2. Either 6.2 In the event that both Parties agree that the Project is not technically or commercially viable, this Agreement may be terminated forthwith, upon decision by the Parties to this effect. 6.3 This Agreement may be terminated immediately by either Party may terminate should the other Party be in breach of any material obligation imposed upon it by the terms of this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty shall not have remedied such breach (30if capable of remedy) within [***] days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that requiring such remedy. 6.4 This Agreement will terminate immediately should any Party to it become insolvent, shall have a receiver appointed or the whole or any material part of its assets or shall have any order made or resolution passed for it to be remedied within four wound up (4) weeks otherwise than in furtherance of a scheme for amalgamation or reconstruction details of which shall have been notified to the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice periodother Party), the non-defaulting . 6.5 Each Party may terminate this Agreement if any third party not being an affiliated company of the other Party shall acquire an interest in more than fifty percent of the issued equity share capital or voting capital of the other Party. This provision shall not apply if such an interest in Cardax is acquired by an entity that is not a Chemical Manufacturing Competitor. 6.6 BASF shall be entitled to terminate this agreement in writing without notice period if BASF in its own discretion decides to exit the business of manufacture of Astaxanthin. However, upon request of Cardax, BASF shall make available a stock of Product in order to cover Cardax’s requirements for a transition period, [***]. Except as provided in Section 6.8 and in the Supply Agreement, there shall be no compensation rights of Cardax or any third party arising from such termination. 6.7 Either Party may terminate this Agreement in writing without notice period if any of the milestones listed in Appendix 1 hereto is not reached within the timeframe indicated in Appendix 1 plus [***] and the Parties could not agree to a prolongation of such timeframes. 6.8 In the event of termination of this Agreement by either Party in accordance with a written notice that takes immediate effect; and/or 10.2.3. insolvency Sections 6.1 and 6.6, the terminating Party shall, upon request of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for grant the other Party a reasonable royalty-bearing, irrevocable, worldwide, non-exclusive license, with the right to sublicense, to use BASF’s Interests (if BASF is the terminating Party) or its businessCardax’s Nutraceutical Interests (but not Cardax’s Pharmaceutical Interests) (if Cardax is the terminating Party), or an assignment by including such assistance and advice as may be reasonably required to enable the other Party for to exercise the benefit rights licensed to it; excluding, however, the license or transfer of creditorsany rights that are not part of the Foreground Intellectual Property Rights. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®6.9 The provisions of Sections 3, Poshtel 4, 6.6, 6.8, 7 and 8 shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this present Agreement.

Term and Termination. 10.1. This 11.1 The term of this Agreement shall be effective as of the date the applicable Customer’s representative checked the “I Accept” as described on above (the “Effective Date”), and shall continue in with full force and effect for a period until the later of ninety- nine (99) years from delivery of the Effective Dateapplicable Survey Materials, completion of any applicable services and delivery of any other information as set forth in the Quotation, unless the Agreement is terminated earlier under in accordance with the provisions of this Agreementarticle (the “Term”). 10.2. 11.2 In the case the Customer is located in the Province of Ontario, IQMH may immediately terminate the Agreement for convenience and without liability to the Customer, upon written notice, in the event the Ontario Ministry of Health terminates or reduces any funding to IQMH for the Proficiency Testing program in Ontario. 11.3 IQMH may terminate the Agreement for convenience and without liability to the Customer upon twelve (12) months written notice to the Customer. 11.4 Either Party may terminate this Agreement for cause and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of immediate effect by written notice to the other Party if any of in the following events occurs: 10.2.1. material breach by event the other Party Party: (i) breaches the terms of one Article 8 (Confidentiality and Personal Information) or more Article 7 (Intellectual Property) or (ii) breaches any other Articles of its obligations arising from this Agreement, which including any breach is not remediable; 10.2.2. of the Agreement and such breach remains uncured for a breach period of f ifteen (15) days following the date of the Notice by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to breaching Party; or (iii) in the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks case of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. bankruptcy or insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings are instituted by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its businessis adjudicated a bankrupt, or becomes insolvent, makes an assignment by the other Party for the benefit of creditorscreditors or proposes or makes any arrangements for the liquidation of its debts or a receiver or manager is appointed with respect to all or any part of the assets of the other Party. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. 11.5 Upon the expiry or termination of this Agreement, for any reasonthe Customer shall, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee cause Customer Personnel, to cease using IQMH’s Confidential Information, Intellectual Property, and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Portal. The Customer shall immediately return to IQMH, or securely destroy, with certification thereof provided to IQMH, without any right of compensation or indemnity, all IQMH’s Confidential Information and Intellectual Property Rights disclosed to or received by the Customer or Customer Personnel, or to which the Customer, or Customer Personnel, has had access through the Portal, during the Term, including all copies, reproductions, and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directsFor clarity, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing foregoing excludes any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcCustomer Proficiency Testing Survey results.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions The initial term of this Agreement is 10 years; provided, however, that this Agreement and ERCHB1's engagement of the Manager hereunder may be terminated at any time following the date hereof upon mutual agreement of ERCHB1 and the Manager. The Term shall be renewed automatically for additional two-year terms thereafter unless the Manager or ERCHB1 shall give notice in writing on or before one hundred and twenty (120) days before the expiration of the initial term or any two-year renewal thereof of its desire to terminate this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred Agreement, effective upon Franchisee at any time effective with thirty (30) days of written notice to the other Party (the "Defaulting Party") if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from Defaulting Party: (a) materially breaches this Agreement, which and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not remediable; 10.2.2. a cure such breach by the other Party within 30 days after receipt of one written notice of such breach; (b) becomes insolvent or more of admits its obligations arising from this Agreementinability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which breach can be remedied. In this event, the non-defaulting Party shall send is not fully stayed within 30 business days or is not dismissed or vacated within 45 business days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an general assignment by the other Party for the benefit of creditors. 10.3; (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from Notwithstanding anything in this Agreement to the contrary, (a) the provisions of Section 7 shall forthwith cease and terminate upon survive the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or (b) no termination of this Agreement, for whether pursuant to this Section 4 or otherwise, will affect ERCHB1's duty to pay any reasonfees accrued, Franchisee shall: 10.5.1. immediately pay or reimburse any cost or expense incurred, pursuant to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions terms of this Agreement which expressly or by their nature survive expiration or termination prior to the effective date of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreementthat termination.

Term and Termination. 10.11. This Agreement shall continue be in full force effective [a specific date] and effect legally binding for a period the duration required for completion of ninety- nine (99) years from the Effective Date, unless Agreement’s purpose [or until the deadline of registration]. This Agreement may be terminated earlier under by agreement of all Parties following the provisions completion of this Agreementall relevant purposes. 10.22. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty This Article, Article 9 (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice periodData Ownership), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency Article 14 (Protection of the other PartyConfidential Information), commencement Article 17 (Duty of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel Due Diligence and Indemnification) and Article 18 (Dispute Resolution and Applicable Law) shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement. In particular, Article 14 (Protection of Confidential Information) shall survive for a period of 15 years following the registration or the substance irrespective of expiration of this Agreement. 3. The Parties may withdraw from this Agreement by giving a prior written notice at any time and such withdrawal shall be in force in [six months] following the date of the written notice. The withdrawing Party shall fulfill all payment obligations arising prior to the withdrawal. However, the withdrawing Party shall have no further rights arising out of this Agreement after the withdrawal despite the payment obligations satisfied by the Party. All remaining Parties shall continue to have the right to use the Information made available by the withdrawing Party. 4. At Lead Registrant’s sole discretion or upon request made by a Party who performed obligations arising under this Agreement, Lead Registrant is entitled to urge a Party in default of any obligation prescribed in this Agreement to fulfill the obligations by providing a written notice. After 45 days following such written notice, Lead registrant may notify of exclusion from this Agreement the Party who fails to remedy such default and upon receipt of such notice, the Party shall be excluded. Upon such exclusion, the Party in default shall not be entitled to right to use the Information and test data generated or provided under this Agreement until the Party completes the undue payment obligations.

Term and Termination. 10.1. The Term of this Agreement shall commence on the Effective Date and continue until terminated as set forth below. 5.1 At any time by the mutual written agreement of all the Parties to this Agreement or as provided in Section 16.11. 5.2 If there is a determination that this Agreement is not in compliance with any applicable law, regulation, or government requirement, and the Agreement is not amended to 5.3 This Agreement shall continue terminate in full force and effect for a period of ninety- nine (99) two years from the Effective DateDate unless extended by the written agreement of the Parties. 5.4 If any Party materially violates, unless terminated earlier under breaches or fails to perform any term or covenant of this Agreement, then the other Party may give written notice of such default to such Party. If such Party does not cure such default within ninety (90) days of the date of a Notice of Default, the other Party will have the right to terminate this Agreement by a second written notice to such Party. Such right to terminate is in addition to all other remedies available to such Party in equity or at law, but it also subject to the limitations in Article 11 and any other applicable provisions of this Agreement. 10.2. Either 5.5 In the event of a Change of Control of any Party any other Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days immediately by delivery of written notice to the other Party if any of the following events occurs:notice. 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. 5.6 In the event of an assignment for the benefit of creditors or a filing of a petition in bankruptcy by or against ▇▇▇▇▇▇▇▇▇▇ or Quest Diagnostics that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period)not cancelled, the non-defaulting terminated or dismissed within 60 days, any other Party may terminate this Agreement with a immediately by delivery of written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsnotice. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise 5.7 Except as expressly stipulated provided in this Agreement. 10.5. Upon , following the expiry termination or termination expiration of this Agreement, for all rights granted to any reason, Franchisee shall: 10.5.1. Party herein shall immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept terminate and each Party shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements records and colours pertaining materials in its possession or control containing any other Party’s Confidential Information and destroy all electronic copies thereof within 60 days of termination. Each Party shall send a written notice to or concerning each other Party certifying its compliance with this Section 5.6 within the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcsame 60 day time period.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. (1) This Agreement shall continue commence on the Effective Date and expire December 31, 2028 (the “Term”). (2) This Agreement may be terminated: (a) by mutual written agreement of the Parties; (b) by Distiller, with immediate effect upon notice to Purchaser in full force the event Purchaser fails to pay any amount due to Distiller under this Agreement within ten (10) Business Days of such amount becoming due and payable; (c) by Distiller, pursuant to Schedule A; or (d) by the Purchaser or Distiller, with immediate effect for upon notice to the other party: (i) upon the breach of a material term of this Agreement by the other party (“Breach”) and such Breach has not been cured within thirty (30) days after the alleged breaching party’s receipt of notice of such Breach; provided, however, in that event the Breach is of nature that is not capable of cure within such thirty (30) day period, the alleged breaching party shall be given an additional period of ninety- nine time, not to exceed ninety (9990) years from days, to cure such Breach; or (ii) if a party becomes insolvent, files a petition for bankruptcy, or commences (or has commenced against it) proceedings relating to bankruptcy, receivership or reorganization, or the Effective Dateparty makes a general assignment for the benefit of its creditors. (e) The rights and obligations of the Parties set forth in Sections 7 & 8, unless terminated earlier under and any right or obligation of the provisions Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. 10.2. Either Party may terminate (3) Upon any termination of this Agreement and Agreement, Purchaser shall remove its Barrel Inventory from the rights hereby conferred upon Franchisee at any time effective with Warehouse(s) within thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except unless Purchaser shall have entered into a separate warehouse storage agreement with Distiller or its Affiliate for the rights and obligations which will survive by nature and any rights and obligations continued storage of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this AgreementPurchaser’s Barrel Inventory. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 11.1 This Agreement shall continue commence on the Commencement Date and continue, subject to earlier termination in accordance with this clause 10, for the Initial Term. Thereafter, the Agreement may be renewed on each anniversary with the Parties’ prior written agreement. The Parties agree that ninety (90) days prior to any renewal date, the Parties will discuss in good faith whether the Agreement will be renewed. If the Customer fails to pay the Fees before the beginning of a Renewal Period, Fluent reserves the right to terminate/suspend the Flexi-Grant Services until the Fees are paid in full force (including any interest due thereon). 11.2 If either Party materially breaches or materially fails to observe (together Breach) any provision of this Agreement, the other Party may (if the Breach is capable of remedy) give notice of the Breach and the Party in breach shall have twenty-eight (28) calendar days from receipt of the notice in which to remedy the Breach. If the Breach is not remedied in this period, or is incapable of remedy, then the Party not in breach may terminate the Agreement with immediate effect. 11.3 If either Party becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction) (in any such circumstance, such Party, the Insolvent Party and such event, Break Event) then the following provisions shall apply: 11.3.1 the Insolvent Party shall notify the other party of the likelihood of a Break Event as soon as reasonably practicable after becoming aware of the same; and 11.3.2 the other Party may without replacing or reducing any other of its rights terminate the Agreement with immediate effect for a period by written notice. 11.4 Upon expiration or the earlier termination of ninety- nine (99) years from this Agreement the Effective Datelicence granted in accordance with clause 2.1.1 of this Agreement will terminate, unless terminated earlier under the expressly otherwise agreed by ▇▇▇▇▇▇ in writing. 11.5 The provisions of clauses 7, 8, 9, 11 and 12.8 of this Agreement will survive expiration or termination of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon 11.6 Upon the expiration or termination of this Agreement except the rights and obligations which provided that this Agreement has not been terminated by Fluent due to Customer’s failure to pay any amount due to Fluent, Fluent will survive by nature provide to Customer and any rights and obligations of either Party having become due / or accrued hereunder prior to the date of supplier selected by Customer (such expiry or terminationsupplier shall be known as the Successor), unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shallupon Customer’s written request: 10.5.111.6.1 a reverse migration and a full dump of the hosted Applicant Data in an MS SQL format or secure MS Excel format (including the data model), within one month of receipt of the Customer’s written request. immediately pay Such migration will be provided at a cost to Poshtel be agreed by the full amount Parties. If a repeat migration is required, or if a data migration is required in any other format, this shall be at a cost to be agreed by the Parties. Fluent shall delete the Applicant Data, including back-ups, and provide a written statement to this effect, following receipt of any monies due to Poshtel under this Agreementwritten confirmation from the Customer that the Applicant Data is complete and has been received by the Customer; 10.5.2. immediately cease 11.6.2 at Customer’s sole cost and expense, assistance reasonably requested by Customer in order to represent Poshtel and/or effect the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all orderly transition of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires applicable Services, in whole or in part, to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights Customer or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5Successor (Termination Assistance Services). return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form Termination Assistance Services may be supplied during a ninety (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall 90) calendar days period (Termination Assistance Period) commencing not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited earlier than ninety (90) calendar days prior to, clauses 7,9,13,15 will remain in effect after and not later than the date of, the expiration or termination of this Agreement.. Fluent and Customer shall act all times in good faith and use all reasonable endeavours to agree in advance as to the price and scope of Fluent’ s providing of Termination Assistance Services, which may include: 11.6.2.1 developing a plan for the orderly transition of the terminated or expired Services from Fluent to Customer or to the Successor;

Term and Termination. 10.1. 13.1 This Agreement shall will commence on the Effective Date and continue in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless until terminated earlier under the provisions of this Agreementby either Party in accordance with Section 13.2 or Section 13.3. 10.2. 13.2 Either Party may shall have the right to terminate this Agreement and the rights hereby conferred for convenience upon Franchisee at any time effective with thirty six (306) days of months prior written notice to the other Party if any with effect to the end of each contract year. 13.3 Either Party shall have the following events occurs: 10.2.1. material breach by right to terminate this Agreement for cause upon written notice to the other Party with immediate effect. Cause for a termination with immediate effect includes the following cases: 13.3.1 the other Party commits a material breach of one or more any of its obligations arising from under this Agreement, which breach Agreement that is not remediableincurable; 10.2.2. a breach by 13.3.2 the other Party fails to cure, where curable, or persists in any material breach of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s businessobligations under this Agreement after having been required in writing by the terminating Party to cure or desist from such material breach within a period of thirty (30) days; 13.3.3 the other Party (i) becomes insolvent (i.e., filing is unable to pay its debts when due), (ii) an order is made or a resolution passed for its liquidation, winding-up or dissolution (other than for the purposes of a petition for bankruptcysolvent amalgamation or reconstruction), corporate reorganisation (iii) an administrative or similar proceedings by or against the other Partyreceiver, appointment of any receivermanager, trustee, custodian liquidator, administrator or the like for similar officer is appointed over that Party or all or any substantial parts of its assets; or (iv) any other steps are taken or negotiations commenced by that Party or any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving that Party and any of its creditors; or 13.3.4 the other Party is prevented to perform its any or all of its business, or obligations under this Agreement by an assignment by the other Party Event of Force Majeure for the benefit of creditorsmore than ninety (90) days. 10.313.4 If this Agreement terminates, TNO agrees to not use the Contributor Training Content to train any new versions of the GPT-NL Model. In For clarity, the event that all Locations on foregoing sentence does not affect the Territory cease continued use and exploitation of any version of the GPT-NL Model by TNO as trained with the Contributor Training Content prior to operate the effective date of the termination of the Agreement and Content Contributor will continue to receive compensation under Section 7 (if any) in respect of such version(s) of the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effectGPT-NL Model. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or 13.5 Any termination of this Agreement except pursuant to the rights foregoing Section 13.2 or Section 13.3 shall not affect the obligations, rights, claims and obligations which will survive by nature and any rights and obligations remedies of either Party having become due or the Parties accrued hereunder prior to the effective date of such expiry termination. Subject Section 13.4, any provision of this Agreement expressly or termination, unless otherwise expressly stipulated by implication is intended to come into or continue in this Agreement. 10.5. Upon force on or after effectiveness of the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and Agreement shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or full force and effect, including Sections 4, 5, 6.1, 6.2.3, 7, 8.2, ▇▇▇▇! Verwijzingsbron niet gevonden., 11, 13.4, 14.5 survive any termination of this Agreement.

Term and Termination. 10.1. This 21.1 The initial term of this Agreement shall continue commence on the Effective Date and terminate June 2, 2000 (the "Term"). Absent the receipt by one Party of written notice from the other Party at least sixty (60) days prior to the expiration of the Term to the effect that such Party intends to extend the Term of this Agreement, this Agreement shall automatically renew and remain in full force and effect for a period on and after the expiration of ninety- nine (99) years from the Effective Date, unless Term until terminated earlier under the provisions of this Agreementby either Party as set forth below. 10.2. Either 21.1.1 If pursuant to Section 21.1 the Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this the Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty ninety (3090) days of after delivering written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice intention to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in terminate this Agreement. In the event that the defaulting Neither Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of shall have any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by liability to the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior pursuant to this Section 21.1 other than to pay to the date of such expiry or termination, unless otherwise expressly stipulated in other Party any amounts under this Agreement. 10.521.2 Disputed amounts will be resolved pursuant to the NYPSC ▇▇▇▇▇▇ ▇▇. ▇▇▇. 21.3 Upon the expiry termination or termination expiration of this Agreement, for any reason, Franchisee shallAgreement in accordance with this Section 21.0: 10.5.1. (a) each Party shall comply immediately with its obligations set forth in Section 29.6.3; (b) each Party shall promptly pay to Poshtel the full amount of all amounts (including any monies due to Poshtel late payment charges) owed under this Agreement; 10.5.2. immediately cease (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. (d) each Party shall continue to represent Poshtel and/or the Poshtel PopUp® Concept perform its obligations and shall not thereafter act in any way provide its services described herein until such time as a Franchisee and survivor Agreement between the Parties is entered into; provided however, that if the Parties are unable to reach agreement within six (6) months after the termination or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination expiration of this Agreement, either Party has the right to submit this matter to the Commission for any reasonresolution. Until a survivor agreement is reached or the Commission resolves this matter, Poshtel shall:whichever is sooner, the terms, conditions, rates and charges stated herein will continue to apply, subject to a true-up based on the Commission action, if any. 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee 21.4 Except as representing Poshtel and/or the Poshtel PopUp® Concept set forth in Section 27.5 and shall not thereafter require or identify Franchisee Section 26.4, no remedy set forth in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly is intended to be exclusive and each and every remedy shall be cumulative and in addition to any other rights or by their nature survive expiration remedies now or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration hereafter existing under applicable law or termination of this Agreementotherwise.

Term and Termination. 10.1. 10.1 This Agreement shall enter into force as of the Effective Date of the Agreement and unless earlier terminated, shall continue in full force and effect for a period until one year after completion of ninety- nine (99) the projects described in the Project Description. Sections 4, 8, 9, and 13 shall survive any termination of this Agreement. The obligations under Section 7 of this Agreement shall terminate 5 years from after the Effective Date, unless terminated earlier under the provisions termination of this Agreement. 10.2. 10.2 Either Party may shall have the right, without prejudice to any other rights or remedies available to it, to terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective for cause with thirty (30) days of immediate effect by written notice to the other Party if in any of the following events occursevents: 10.2.1. material breach by the a) The other Party defaults in the performance of one or more any of its obligations arising under this Agreement and such default continues unremedied for thirty (30) days from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party; b) The other Party intentionally makes (or is discovered to have intentionally made) any material false representations, specifying reports or claims in connection with the breach and demanding that it be remedied within four (4) weeks business relationships of the date Parties; [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. c) Any of the representatives of the Parties engages in (or is discovered to have engaged in) fraudulent, criminal or negligent conduct in connection with the business relationships of the Parties; d) The other Party files a petition in bankruptcy, is adjudicated bankrupt, files for reorganization, is placed in liquidation, makes a general assignment for the benefit of its creditors, becomes insolvent or is otherwise unable to fulfill its business obligations. 10.3 BioNumerik may also terminate this Agreement at any time with or without cause upon 30 days written notice to RPS, provided that, upon termination of this Agreement by BioNumerik without cause, BioNumerik will pay to RPS the price as agreed in the Project Description up to the costs incurred at the point of termination of the Agreement. 10.4 RPS may terminate this Agreement upon 6 months written notice to BioNumerik if, as a result of the services performed by RPS prior to such notice ortermination and RPS's findings relevant thereto, if applicableRPS has determined that, after expending diligent efforts towards the manufacture of the Compound, it simply cannot make the Compound required for future phases of this Agreement within any timeframe the Specifications (as defined in this Agreement), such written notice to include an explanation of the basis for any such decision by RPS. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or such termination of this Agreement except by RPS, BioNumerik shall only be responsible for the rights payment of fees and obligations which will survive charges for services performed by nature RPS hereunder through the termination date specified in RPS's termination notice, and any rights and obligations of either Party having become due or accrued hereunder prior then only to the date of extent that BioNumerik is able to utilize the Compound resulting from such expiry or termination, unless otherwise expressly stipulated in this Agreementservices. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This 5.1 The term of this Agreement shall continue in full force and effect for a period of ninety- nine (99) years from become effective upon the Effective DateDate and shall automatically expire on December 31, unless terminated earlier under the provisions of this Agreement2008. 10.2. 5.2 Either Party may (“Terminating Party”) hereto shall have the right to terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of giving written notice of termination to the other Party if any upon or after: 5.2.1 failure of the following events occurs:other Party to perform pursuant to the terms and conditions of this Agreement,; or 10.2.1. material breach 5.2.2 written statement or representation by the other Party of one its inability or more unwillingness to perform pursuant to the terms and conditions of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by such termination becoming effective immediately upon the other written notice, although the Terminating Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach retains all rights and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined remedies available in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of law and equity for the other Party’s businessnon-performance; or 5.2.3 a direct or indirect taking over, merger, acquisition, or assumption or transfer of ownership or control of the other Party by or to any third party who is a competitor of the Terminating Party, or who is otherwise reasonably viewed by the Terminating Party to have interests adverse to the Terminating Party, such termination becoming effective immediately upon the written notice. 5.3 Either Party shall have the right to terminate this Agreement forthwith by giving written notice of termination to the other Party at any time, upon or after: 5.3.1 the filing by such other Party of a petition for bankruptcyin bankruptcy or insolvency or adjudication that such other Party is bankrupt or insolvent; or 5.3.2 the filing by such other Party of any legal action or document seeking reorganization, corporate reorganisation readjustment, or similar proceedings by arrangement of its debt or against business under any law relating to bankruptcy or insolvency; or 5.3.3 the other Party, appointment of any receiver, trustee, custodian a receiver or the like trustee for the substantial and relevant property or assets of such other Party or its businessand, or an assignment if voluntary, such proceedings have not been concluded without prejudice within a period of one hundred and eighty (180) days; or 5.3.4 the making by the such other Party of a composition with or assignment for the benefit of creditors; or 5.3.5 the institution of any proceedings for the liquidation or winding up of such other Party’s business or for the termination of its corporate charter. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®5.4 The provisions of sections 3, Poshtel and 4 shall have right to terminate survive any termination or expiration of this agreement with immediate effect. 10.4Agreement. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior relating to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount payment of any monies due monies, the Parties’ duty to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or preserve the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all confidential information, the provisions restricting the liability of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from parties shall survive any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement. 5.5 In any termination of this Agreement under this section 5, both Parties retain all rights and remedies available in law and equity for such termination.

Term and Termination. 10.1. This a. The term of this Agreement shall continue in full force and effect for a period of ninety- nine be twelve (9912) years months from the Effective Date. Unless earlier terminated and provided Developer pays the applicable Fee for each renewal, the term shall automatically renew for additional twelve-month terms unless terminated earlier under either Party gives not less than thirty (30) days’ notice prior to the provisions expiration of this Agreement. 10.2the initial term or any renewal term. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with time, without cause, upon 60 calendar days’ written notice. Neither Party will be responsible to the other for any costs or damages that are a direct result of such termination. Either Party may terminate this Agreement in the event the other Party fails to cure a material breach of the Agreement within thirty (30) days of after receiving written notice thereof. LM may discontinue the Program upon sixty (60) days notice to Developer, delivered via the other Party if any PDN Website or otherwise as permitted hereunder. Developer confirms that it has no expectation or belief that LM shall continue the Program or Developer’s membership therein indefinitely. b. Upon termination or expiration of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from Agreement for any reason all licenses granted under this AgreementAgreement shall terminate; provided, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting however that each Party shall send have a notice reasonable time to the defaulting Party, specifying the breach cease all display and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation use of the other Party’s businesslogos, filing brands, trademarks or other indicia licensed hereunder, not to exceed thirty (30) days from the date of a petition for bankruptcy, corporate reorganisation such termination or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsexpiration. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. c. All definitions and the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights Parties contained in Sections H, I, J, M, N, and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from O shall survive any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement. d. Following termination or expiration of the Agreement for any reason, Developer agrees to continue to provide support for any of Developer's Features in accordance with the Program Guidelines. Termination of this Agreement will not, by itself, result in the termination of any unresolved request for support made before termination. The terms of this Agreement will continue in effect solely for the purpose of such unresolved support requests until the requests are resolved or are otherwise closed.

Term and Termination. 10.1. This Agreement 10.1 The initial term of this agreement shall continue in full force and effect for a period of ninety- nine (99) years from commence on the Effective Date and end on the second anniversary of the Acceptance Date. After two years, this agreement will auto renew on an annual basis unless terminated earlier under the provisions in writing by either party within 10 days of anniversary date or any subsequent anniversary date thereafter. 10.2 NEWAVE will pay NetChemistry a minimum monthly payment as described in section 16.0 of this Agreement. The rates NetChemistry bills NEWAVE on a per site, per month basis will remain the same for 36 months. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. 10.3 In the event that either Party shall be adjudged insolvent or bankrupt, or upon the defaulting institution of any proceedings by it seeking relief, reorganization or arrangement under any law relating to insolvency, or if any involuntary petition in bankruptcy is filed against such Party and said petition is still in breach on not discharged within sixty (60) days after such filing, or upon any assignment for the date benefit of expiry its creditors, or upon the appointment of such notice a receiver, liquidator or trustee of any of its assets, or upon the liquidation, dissolution or winding up of its business (regardless and "Event of whether the breach has once been remedied during the notice periodBankruptcy"), then the non-defaulting Party may terminate this Agreement with a written affected by any such Event of Bankruptcy shall immediately give notice that takes immediate effect; and/or 10.2.3. insolvency of thereof to the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for and the other Party or at its businessoption may terminate this Agreement. Notwithstanding the foregoing, or an assignment by NetChemistry and NEWAVE acknowledge that the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate license granted under this Agreement qualifies as intellectual property under the Poshtel PopUp Concept®United States Bankruptcy Code (the "Bankruptcy Code") and, Poshtel shall have right as such, is subject to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination Section 365(n) of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all Title 11 of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7Bankruptcy Code. The provisions of this Agreement which expressly regarding confidentiality and limitation of liability shall survive any termination or by their nature survive expiration of the Agreement. 10.4 Neither NetChemistry nor NEWAVE may suspend performance of its respective obligations hereunder unless or termination until it has been adjudicated that the other Party hereunder has materially breached a term of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after Agreement or the expiration or termination of this AgreementAgreement has been terminated for other reason.

Term and Termination. 10.1. 18.1 This Agreement shall continue in full force and takes effect for a period of ninety- nine (99) years from on the Effective Date, unless terminated earlier under the provisions Date of this Agreement. 10.218.2 Subject to the Parties agreeing to extend the term pursuant to subsection 18.3 of this Agreement, the term of this Agreement is three years from the Effective Date of this Agreement. 18.3 The Parties may extend the term of this Agreement and will, one year prior to its expiry, initiate discussions on whether to extend this Agreement and for what further period. At least six months prior to the expiry of this Agreement, the Parties will inform each other whether mandates to extend this Agreement are being pursued. 18.4 Either Party may terminate this Agreement by giving the other Party at least 60 Business Days advance written notice of the intent to terminate this Agreement, the date of termination and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of reasons for terminating this Agreement. 18.5 The Daylu ▇▇▇▇ Council, ▇▇▇▇▇ River First Nation or Kwadacha First Nation may withdraw from this Agreement by giving 60 Business Days written notice to the other Party if any ▇▇▇▇▇ ▇▇▇▇ Council and the Province stating the reasons for the withdrawal. 18.6 Where either the Daylu ▇▇▇▇ Council, ▇▇▇▇▇ River First Nation or Kwadacha First Nation provide notice under subsection 18.5 of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party this notice will serve as grounds for and be notice of one or more termination of its obligations arising from this Agreement under subsection 18.4 of this Agreement, which breach can be remedied. In this eventunless, prior to expiry of the 60 Business Day notice period, the non-defaulting Party shall send a notice Parties otherwise agree to amend the defaulting Party, specifying Agreement in accordance with subsection 16.3 of this Agreement. 18.7 In the breach and demanding event this Agreement is terminated: (a) the Provincial Responsible Official will inform the Provincial Agencies that it be remedied within four (4) weeks the Shared Decision Framework ceases as of the date of such notice ortermination and from that time forward cannot be relied upon to fulfil the Province’s obligation to consult with ▇▇▇▇▇; (b) subsections 10.2, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights 10.3 and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination 10.4 of this Agreement except relating to Confidentiality and Freedom of Information survive the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease (c) the sections of the applicable agreements referred to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions subsection 7.1 of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of as if they were not superseded by this Agreement. 18.8 If either Party terminates this Agreement, ▇▇▇▇▇ will pay to the Province any and all unspent funds provided by the Province under this Agreement. 18.9 If either Party terminates this Agreement, the Parties agree that the common law duty to consult and accommodate applies in an unprejudiced manner.

Term and Termination. 10.1. 5.1 This Agreement shall continue in full force and effect for a period of ninety- nine (99) years be effective from the Effective DateDate for an initial term of [●●] years. Thereafter, it shall be automatically renewed for successive [●●] year renewal terms, unless terminated earlier under either Party provides notice of non-renewal to the provisions other Party at least [●●] days prior to the end of the initial term or any subsequent renewal term. The term of this AgreementAgreement shall be subject to the termination provisions listed below. 10.2. Either 5.2 If either Party may commits a material breach of any of its obligations under this Agreement and fails to correct such breach within [●●] days after receiving notice of the breach from the non-breaching Party, the non-breaching Party shall have the right to terminate this Agreement and the rights hereby conferred effective immediately upon Franchisee at any time effective with thirty (30) days of written notice to the other breaching Party. However, any such notice of termination must be given by the non-breaching Party if any within [●●] days after the expiration of the following events occurs: 10.2.1[●●] day period referenced above. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is If not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this eventgiven within that time, the non-defaulting Party shall send a notice to the defaulting breaching Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have 's right to terminate this agreement with immediate effectAgreement by reason of that particular breach shall lapse. 10.4. All the rights and 5.3 If either Party is not able to perform its obligations arising from under this Agreement due to a force majeure as described in Article 15 and such force majeure continues in effect for more than one month, the other Party shall forthwith cease and have the right to terminate this Agreement effective immediately upon written notice to the non-performing Party. 5.4 At the time of the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of if any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel Individual Contracts have been entered into but not yet delivered and/or the Poshtel PopUp® Concept and paid for, such Individual Contracts shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or be affected by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this AgreementAgreement and shall continue in effect. 5.5 Articles 5.4, 5.5, 6, 7, 8, 9, 10,11,12, 13, 14, 15, 16, 17, 18, 19, and will survive the expiration or termination of this Agreement as to all Individual Contracts entered into prior to the effective date of expiration or termination.

Term and Termination. 10.1. This 11.1 The initial period of this Agreement shall continue in full force and effect run through August 31, 2002. Thereafter, Superior may at its option, renew the Agreement for a period two additional consecutive two (2) year periods by written notice not less than sixty (60) days before the expiration of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreementperiod. 10.2. Either Party 11.2 In the event either party defaults in the performance of any material obligation hereunder, the non-defaulting party may terminate this Agreement and by written notice specifying the rights hereby conferred upon Franchisee at any time default, which notice shall become effective with thirty (30) days after the delivery of written notice to the defaulting party, unless during such thirty (30) day period the default shall have been corrected by the defaulting party to the non-defaulting party's reasonable satisfaction. 11.3 Either party may terminate this Agreement immediately upon giving notice to the other Party party if any of the following events occurs: 10.2.1. material breach by the other Party party is adjudicated as bankrupt, becomes insolvent, suffers permanent or temporary court-appointed receivership of one or more substantially all of its obligations arising from this Agreementproperty, which breach is not remediable; 10.2.2. makes a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an general assignment by the other Party for the benefit of creditors, or suffers the filing of a voluntary or involuntary bankruptcy petition that is not dismissed within forty-five (45) days after filing. Termination under this provision will not release either party from financial obligations for services or products already completed and delivered. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the 11.4 Upon termination or expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee each party shall, subject to Section 11.5, immediately: 10.5.1. immediately pay to Poshtel 11.4.1 Cease holding itself out, in any manner, as affiliated with the full amount other party, except as may be provided in any surviving separate agreement; and 11.4.2 Discontinue any and all use of any monies due to Poshtel trade names and/or trademarks authorized for use under this Agreement;, except as necessary for either party to fulfill its obligations to a Client existing prior to the date of termination; and 10.5.2. immediately cease 11.4.3 Return to represent Poshtel and/or the Poshtel PopUp® Concept other party or destroy the other party's Confidential Information in its possession unless this Agreement provides otherwise; and 11.4.4 Reimburse the other party for any amounts due for services provided or products delivered. 11.5 Termination of this Agreement shall not release either party from obligations to resell, sub-license or license OrganicNet Software made prior to the receipt of any notice of termination, and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3affect existing licenses for the OrganicNet Software. immediately cease to use in any way whatsoever any and all of Notwithstanding the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly Section, each party may continue to exercise the rights and licenses granted hereunder to the extent necessary to allow such party to fulfill its obligations under agreements with Clients or by their nature survive expiration or termination included in any binding proposal to a Client outstanding at the time of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after termination. SUPC specifically shall retain the expiration or termination right to use the OrganicNet Software for as long as necessary to meet any binding obligations that SUPC has undertaken prior to the receipt of this Agreementany notice of termination. SUPC shall also continue to have the right to use and access the OrganicNet Software to allow SUPC to fulfill its obligations to Clients to whom a proposal has been submitted prior to the receipt of any notice of termination.

Term and Termination. 10.14.1. This Agreement shall continue in full force is effective upon final signature and effect for a period of ninety- nine (99) years an initial term ending one year from the Effective Operational Date, . It shall then be renewed automatically for one-year periods unless terminated earlier under the provisions CITY notifies Polaris of its intention not to renew at least ninety (90) days prior to the expiration of the original or any extended term. 4.2. If either party is considered to be in material breach of any of the terms and conditions of this Agreement. 10.2, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such alleged breach, to the other party. Either Party may terminate The party considered to be in breach of this Agreement and the rights hereby conferred upon Franchisee at any time effective with will have thirty (30) days of after notice is received to cure such breach, or, if the breach cannot reasonably be cured within thirty (30) days, the party shall provide a written notice to the other Party if any estimate of the following events occurs: 10.2.1time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. material If the party considered to be in breach by fails to cure, commence to cure in timely manner, or diligently prosecute such cure to completion, the other Party aggrieved party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of one or more of its obligations arising from any and all remedies available under this Agreement, which breach is not remediable;at law or in equity. 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement4.3. In the event that the defaulting Party either party becomes insolvent or voluntarily or involuntarily bankrupt or a receiver, assignee or other liquidating officer is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency appointed for all or substantially all of the other Party, commencement business of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its businesseither party, or if either party makes an assignment by the other Party for the benefit of creditors, then the other party, at its option may immediately terminate this Agreement by notice to the offending party to that effect. In no event shall this Agreement be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and any such assignment or attempted assignment shall be void and in no event shall this Agreement or any rights or privileges hereunder be an asset of either party under any bankruptcy, insolvency or reorganization proceedings. 10.34.4. In Subject to the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®conditions of Article 4.2, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from if this Agreement shall forthwith cease and terminate is suspended or terminated by the CITY, whether for cause or convenience, then, effective upon the expiration date of suspension or termination termination, the CITY shall be relieved of this Agreement except the rights further payment obligations, and obligations which will survive by nature shall be liable for payment only for those goods and any rights and obligations of either Party having become due or accrued hereunder Services satisfactorily received prior to the date of such expiry suspension or termination. If the Agreement is terminated, unless otherwise expressly stipulated in this Agreementany pre-paid maintenance fees shall be refunded to the CITY to the date of termination on a pro-rated basis. If the Agreement is mutually reinstated, then the CITY shall reassume its payment obligations. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This 10.1 The Agreement shall continue in full force and effect for a period of ninety- nine (99) years from will start on the Effective DateDate and continue until the expiry of the Proof of Value Term. After the Proof of Value Term, unless terminated earlier under the provisions of this Agreement will automatically renew for consecutive Renewal Terms. 10.2 Pebble may terminate or suspend this Agreement.: 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of 10.2.1 immediately on written notice to the other Party Provider if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of Provider fails to comply with its obligations arising from under this Agreement or any Childcare Services Agreement, which breach is not remediable;; or 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a 10.2.2 on at least 30 days’ written notice to the defaulting PartyProvider. 10.3 The Provider may terminate this Agreement: 10.3.1 during the Proof of Value Term, specifying on at least 10 days’ written notice to Pebble via the breach Pebble Platform (and demanding that it be remedied within four (4) weeks of the date notice period shall commence following ▇▇▇▇▇▇’s acknowledgment of such notice orto terminate), if applicablesuch notice to expire at the end of the Proof of Value Term; and 10.3.2 during any Renewal Term, within any timeframe as defined in this Agreement. In on at least 30 days’ written notice to Pebble via the event that Pebble Platform (and the defaulting Party is still in breach on the date of expiry notice period shall commence following Pebble’s acknowledgment of such notice (regardless of whether the breach has once been remedied during the notice periodto terminate), such notice to expire at the non-defaulting Party end of the Renewal Term then in effect or at the end of the Notice Period whichever is the later. 10.5 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement immediately on giving notice to the other party if: 10.5.1 the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of being requested in writing to do so; 10.5.2 the other party is deemed unable to pay its debts within the meaning of sections 123 or 268 of the Insolvency Act 1986 as applicable; 10.5.3 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; 10.5.4 an application is made to court, or an order is made, for the appointment of an administrator or if a written notice that takes immediate effect; and/orof intention to appoint an administrator is given or if an administrator is appointed over the other party; 10.2.3. insolvency 10.5.5 a third party person becomes entitled to, or does appoint a receiver over the assets of the other Party, commencement of liquidation of party; 10.5.7 the other Party’s business, filing of party starts negotiations with creditors or makes a petition proposal for bankruptcy, corporate reorganisation or similar proceedings by enters into any compromise or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or arrangement with its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.or

Term and Termination. 10.1. 10.1 This Agreement shall enter into force on the date of last signature below (the “Effective Date”) and, subject to earlier termination in accordance with the provisions contained herein, shall continue in full force for an initial term ending on December 31, 2022 and effect unless or until terminated in accordance with the terms of this Agreement (the “Term”), provided that all obligations of the Parties under this Agreement and Orders accepted by Seller prior to termination shall continue until satisfaction of the Parties' respective obligations in accordance with the terms of this Agreement and the Orders concerned. 10.2 Assuming the Agreement is has not already been terminated pursuant to its terms, before [***], the Parties shall meet and discuss a possible renewal or extension of this Agreement for a mutually acceptable renewal period. Should the Parties be unable to reach agreement on terms and conditions for such renewal period or extension, this Agreement will be deemed to terminate upon the expiration of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this AgreementTerm. 10.2. 10.3 Either Party may terminate this Agreement and and/or any Order (as the rights hereby conferred upon Franchisee case may be) immediately at any time effective with by written notice to the other Party if: (a) Without prejudice to section 2.3 that provides Parties’ sole and exclusive remedies for failure by Buyer to purchase and by Seller to supply, the other Party commits a material breach of this Agreement (as the case may be) which is incapable of remedy or which it fails to remedy within thirty (30) days of receiving written notice requiring it to do so; or (b) the other Party if any becomes insolvent, has a receiver, administrative receiver, administrator or manager appointed of the following events occurs: 10.2.1. material breach by the other Party of one whole or more any part of its obligations arising from this Agreementassets or business, which breach is not remediable; 10.2.2. a breach by makes any composition or arrangement with or for the other Party of one or more benefit of its obligations arising from creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation other than by way of a merger. 10.4 Within thirty (30) days after the termination, early termination or expiration of this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Agreement each Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice orat its sole expense, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of will return to the other Party, commencement or, at the other Party’s option, destroy and provide written certification of liquidation the destruction of, all tangible materials that contain the other Party’s Confidential Information; provided, however, each Party may retain one (1) copy of the other Party’s businessConfidential Information, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings retained by or against the other Party, appointment of any receiver, trustee, custodian or the like ’s Legal Department for the other Party sole purpose of determining its obligations under this section 10; and further provided, however, that, nothing herein shall apply to any backup copies of electronic data created by customary information technology or its businessdisaster recovery practices, or an assignment by the other Party for the benefit of creditors. 10.3to copies required to be retained pursuant to Applicable Laws. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior Notwithstanding anything to the date of such expiry or termination, unless otherwise expressly stipulated contrary in this Agreement. 10.5. Upon , the expiry or termination of this Agreement, for receiving Party’s confidentiality obligations with respect to any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 Confidential Information so retained will remain in effect after so long as such Confidential Information remains in the expiration receiving Party’s possession or termination control. 10.5 Termination of this AgreementAgreement and/or any Order in accordance with the terms hereof shall not affect the accrued rights or liabilities of the Parties at the date of termination.

Term and Termination. 10.19.1 Unless earlier terminated as provided in Section 9.2 or 9.3 below, this Agreement shall remain in effect until **** after the Effective Date ("Initial Term") and will automatically renew for **** periods (each a "Renewal Term" and collectively with the Initial Term, the "Term") thereafter unless terminated earlier by either Party with at least **** written Notice prior to the end of the Initial Term or any Renewal Term. Alpharma and Hisun hereby waive any right that either of them may claim under applicable law to require a longer notice period. 9.2 This Agreement shall continue in full force and effect for a period terminate automatically upon the termination or expiration of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Operation Services Agreement. 10.2. Either 9.3 This Agreement may be terminated without recourse to any court: 9.3.1 By either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice orwith immediate effect, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or i) an assignment by the other Party for the benefit of creditors; (ii) the admitted insolvency of the other Party; (iii) the institution of voluntary or involuntary proceedings by or against the other Party in bankruptcy, insolvency, moratorium or for a receivership, or for a winding-up or for the dissolution or reorganization of the other Party (other than a solvent reorganization); or (iv) the taking of any action by the other Party under an act for relief from creditors; in all cases to the extent permitted by applicable law. 10.3. In 9.3.2 By either Party, in case of a Material Breach by the event that all Locations on the Territory cease to operate other Party of its obligations under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease upon 60 (sixty) days' written notice specifying the Material Breach to the other Party, unless in case the breach is curable and terminate upon such breach is cured or the expiration or termination Parties have reached agreement on a plan to achieve a cure of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder such breach prior to the date end of such expiry 60 (sixty) day period. 9.4 Unless otherwise agreed, Alpharma will not be required to restore the Leased Property to its original state and condition (and in all circumstances excepting normal wear and tear and inherent structural defect) upon termination or termination, unless otherwise expressly stipulated in expiration of this Agreement. 10.5. Upon 9.5 Notwithstanding the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will Clause 11 (Governing Law and Arbitration) shall remain in effect after full force between the expiration or termination of this AgreementParties.

Term and Termination. 10.1. 10.1 This Agreement agreement shall continue enter into force on the Effective Date and shall be valid until the earlier of: (a) a period of 5 (five) years as of the Effective Date; or (b) the execution of the shareholders agreement for the formation of the JVCO based on this agreement, unless agreed otherwise in writing between the Parties (the "Term"). 10.2 Notwithstanding the foregoing, this agreement shall be terminated during the Term, as applicable, upon the first to occur of any of the following events: (a) Mutual written agreement of the Parties. (b) Termination by the other Party, in the event a Party ceases to conduct its operations in the normal course of business, or if a receiver for said Party is appointed or applied for, or shall commence liquidation for reason of insolvency or shall make assignment for the benefit of creditors and such proceedings are not ceased within 30 (thirty) days of their commencement. (c) Termination by the non-breaching Party, in the event that one Party hereto shall be in breach of any material obligation hereunder and shall, after having received written notice from the other Party, fails within 60 (sixty) days of receipt of such notice to remedy such breach. (d) The inability to implement the purpose of this agreement as a result of the failure of either Party, despite good faith and diligent efforts, to secure the requisite governmental and Board's approvals. 10.3 The articles of this agreement covering Section 8 (CONFIDENTAILITY), Section 9 (INTELLECTUAL PROPERTY), Section 14.4 (DISPUTE RESOLUTION AND GOVERNING LAW), Section 12 (LIMITATION OF LIABILITY), and Section 14.3 (ANTICORRUPTION), shall remain in full force and effect for a period of ninety- nine (99) years from after expiration, termination and/ or cancellation. 10.4 Notwithstanding the Effective Dateforgoing, unless terminated earlier under any outstanding contractual undertakings between the provisions Parties with regard to the customer and/or any existing subcontract shall survive termination or expiration of this Agreementagreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This Agreement shall continue 14.1 Unless previously terminated in full force and effect for a period of ninety- nine (99) years from accordance with its terms, after the Effective Date, unless terminated earlier under this License Agreement shall remain in place until the provisions 10th anniversary date. Upon expiration of this Agreement, the Licensee may use the license granted under this Agreement in respect of the Licensed Facility and gasification capacity under this Agreement.. 14.2 Any of the following rights and obligations of Licensee or Licensor shall survive the termination of this License Agreement: (i) such termination shall not relieve either Party of any obligation or liability accrued hereunder prior to the termination; (ii) such termination shall not affect in any way the then existing licenses, rights and powers granted or agreed to be granted by, or obligations of the Parties under Section 7 (Improvement and Development); (iii) such termination shall not affect the obligations of the Parties under Section 4 (Price), Section 8 (Confidential Information and Non-Disclosure), Section 12 (Confidential Information Enforcement), Section 15 (Allocation of Risk of Loss; Limitation of Liability), Section 17 (Publicity) and Section 21 (Dispute Resolution). 10.2. Either 14.3 If there are unreasonable delays in the fulfilment or substantial incorrect fulfilment of a Party's obligations pursuant to this License Agreement, the other Party may shall have the right to terminate this License Agreement and by giving the rights hereby conferred upon Franchisee defaulting Party at any time effective with least thirty (30) days of prior written notice of the intent to terminate. Said prior written notice shall specify the default in performance. The defaulting Party shall (i) notify the other Party within fifteen (15) days after receiving the written notice that it can either cure the default in performance within the thirty (30) days or if any such default is not capable of cure within said period then (ii) promptly arrange a meeting between the Parties to discuss extension of the following events occurs: 10.2.1cure date. material breach In the event the Parties cannot agree to extend the cure date or the default is not cured by the other Party of one or more of its obligations arising from this Agreementmutually agreed extended due date, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, then the non-defaulting Party shall send a can terminate the License Agreement on the extended cure due date or seventy-five (75) days after the first notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice orintent to terminate, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorswhichever occurs last. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This 8.1 The Framework and/or an Agreement shall continue come into force upon execution thereof by both iQU and Advertiser and shall remain in full force and effect until terminated as per this section. 8.2 The Advertiser is entitled to terminate an Agreement for any reason in writing, taking into account a notice period of 1 (one) calendar month. For example, if Advertiser sends a notice of termination to iQU on the 15th of July, the Agreement terminates as per the 1st of September. 8.3 Advertiser may elect to pause an Offer at any time in which case iQU will inform the Publisher of this request. The effectuation of the pause will normally not take effect before a period of ninety- nine 48 hours. During this period, the Agreement is still in effect and all Conversions must be paid. During the "test campaign" phase i.e. the first 30 days after the campaign is launched, the Advertiser cannot pause the campaign. 8.4 iQU is entitled to (99at its discretion) years from terminate the Effective DateAgreement or suspend the Service regarding one or more Offers in writing (including through email) for any reason, unless terminated earlier under including without limitation, in the event that: (i) iQU considers the Advertiser or the content of his website inappropriate in any way; (ii) The Advertiser acts fraudulently or illegally in any way or the Advertiser tries to influence the Tracking Code on their website or Advertiser in any other way breaches any of the provisions of this Agreement; (iii) The Advertiser does not comply with any applicable law or regulation; (iv) at iQU’s sole discretion iQU decides that the Offer does not obtain enough Conversions within a period of four (4) weeks. 10.2. Either 8.5 The Agreement may be terminated by either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreementbreaches any material obligation provided under the Agreement and the breaching Party fails to cure such breach within the reasonably given remedy period. Either Party may forthwith terminate the Agreement immediately, which breach is not remediable; 10.2.2. a breach by if the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, is the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing subject of a petition for bankruptcybankruptcy order, corporate reorganisation becomes insolvent, makes any arrangement or similar proceedings by composition with or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In , goes into voluntary or compulsory liquidation, has a receiver or administrator appointed over the event that all Locations on its assets, or if the Territory cease to operate equivalent of any such events under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination laws of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or relevant jurisdictions occurs to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcParty.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 10.1 This Agreement shall, commence on the Commencement Date and 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 period of ninety- nine (99) years from the Effective Date“Renewal Period”), unless and until: 10.1.1 either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate on the expiry of the applicable Initial Term or Renewal Period; or 10.1.2 otherwise terminated earlier under in accordance with the provisions of this Agreement. 10.2. 10.2 Without prejudice to any of our rights or remedies, we may terminate this Agreement with immediate effect (or such other notice period as we see fit in our absolute direction) by giving notice to you if you fail to pay any amount due under this Agreement on the due date for payment and such amount remains in default not less than seven days after being notified to make such payment. 10.3 Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written immediately by notice in writing to the other Party if if: 10.3.1 (without prejudice to Clause 10.2) the other Party is in material breach of any of its obligations under this Agreement, and, where such material breach is capable of remedy, the following events occurs: 10.2.1. material other Party fails to remedy such breach within a period of 10 Business Days of being notified of such breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediableParty; 10.2.2. a breach by 10.3.2 the other Party of one or more gives notice to any of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding creditors that it has suspended or is about to suspend payment or if it shall be remedied unable to pay its debts within four (4) weeks the meaning of Section 123 of the date of such notice orInsolvency Act 1986, if applicable, within any timeframe as defined in this Agreement. In or an order is made or a resolution is passed for the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the nonwinding-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency up of the other PartyParty or an administration order is made or an administrator is appointed to manage the affairs, commencement business and property of liquidation the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party’s business, filing of assets or undertaking or circumstances arise which entitle the court or a petition for bankruptcy, corporate reorganisation creditor to appoint a receiver and/or manager or similar proceedings by administrative receiver or against administrator or which entitle the other Party, appointment of any receiver, trustee, custodian court to make a winding-up or the like for bankruptcy order or the other Party takes or its business, suffers any similar or an assignment by analogous action in consequence of debt in any jurisdiction; and/or 10.3.3 the other Party for the benefit ceases, or threatens to suspend or cease, to carry on all or a substantial part of creditorsits business. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from 10.4 Termination or expiry of this Agreement shall forthwith cease and terminate upon the expiration be without prejudice to any accrued rights or termination remedies of either Party. 10.5 Termination or expiry of this Agreement except shall not affect the rights and obligations coming into force, or continuance in force, of any provision which will survive is expressly or by nature and any rights and obligations of either Party having become due implication intended to come into or accrued hereunder prior to the date of continue in force on or after such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the 10.6 On termination or expiry or termination of this Agreement, Agreement for any reason, Franchisee shall: 10.5.1. immediately pay 10.6.1 you will cease to Poshtel have access to your Account and the full amount of any monies due to Poshtel under this AgreementPortal; 10.5.2. immediately cease 10.6.2 our consent to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all your possession of the Intellectual Property Rights Sensors shall terminate and you shall return the Sensors to us at your cost within 14 days of our request for you to do so: if you fail to do so, we may (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generalityany right or remedy available to us) i) charge you £210 per Sensor Bridge and £75 per Sensor for all equipment not returned, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.13.1. This The term of this Agreement shall continue in full force commence upon the Effective Date of this Agreement and effect shall be effective for a period of ninety- nine two (992) years from the Effective Date until June 14, 2007 (“Expiration Date”), unless cancelled or terminated earlier in accordance with the terms of the Agreement. No order or request for services under this Agreement shall be processed before the Effective Date, unless terminated earlier except as otherwise agreed to in writing by the Parties, provided KMC has established a customer account with Sprint and has completed the Implementation Plan described in Part B, Section 32 hereof. 3.2. In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to make any undisputed payment when due, the defaulting Party shall cure such breach within sixty (60) days after 3.2.1. Any termination of this Agreement pursuant to Section 3.2 shall take effect immediately upon delivery of written notice to the defaulting Party that it failed to cure such nonperformance or breach within the applicable cure period. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to Section 3.2 other than its obligations under the provisions of this Agreement. 10.23.3. Either Party KMC may terminate this Agreement and the rights hereby conferred upon Franchisee in whole or in part at any time effective for any reason upon sixty (60) days prior written notice, except with respect to termination of any particular service(s), in which case, upon thirty (30) days prior written notice. KMC’s sole liability shall be payment of written notice amounts due for services provided up to the date of termination. 3.4. Termination of this Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party if or which thereafter may accrue in respect to any act or omission prior to termination or from any obligation which is expressly stated herein to survive termination. Upon termination of the following events occurs: 10.2.1. material breach by this Agreement each Party shall promptly pay all undisputed amounts owed the other Party of one or more of its obligations arising from under this Agreement, which breach is not remediable;. 10.2.23.5. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this AgreementThis section intentionally left blank.‌ 3.6. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights pursuant to this Sections 3.3 or 3.4, Sprint and obligations which will survive by nature and any rights and obligations KMC shall cooperate in good faith to effect an orderly transition of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel service under this Agreement; 10.5.2Agreement to KMC or another vendor designated by KMC. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and Such transition period shall not thereafter act exceed three (3) months in any way as a Franchisee length unless it is technically infeasible, in which case the Parties will negotiate in good faith an extension thereof, and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease KMC agrees to use in any way whatsoever continue to pay for any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all services it uses during such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.)transition period. 10.63.7. Upon Notwithstanding any termination hereof, the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay Parties shall continue to Franchisee comply with their obligations under the full amount of all monies due / accrued Act to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreementprovide interconnection.

Term and Termination. 10.1. This 8.1 The Parties agree that the term of this Agreement shall continue begin on the commencement date as stipulated in full force Section V of Schedule A ("Commencement Date") and effect shall expire on the expiry date as stated in Section VI of Schedule A. Thereafter, this Agreement shall be automatically renewed for a further period of ninety- nine twelve (9912) years months each unless terminated in accordance with this Clause 8. Any renewal shall be subject to the terms of this Agreement unless otherwise agreed by the Parties in writing. The Partner shall not be entitled to terminate this Agreement for one (1) year from the Effective Commencement Date, unless terminated earlier under . Partnership Agreement 12 8.2 Each Party shall have the provisions of right at any time by giving as early as possible but in no event less than thirty (30) days’ notice in writing to the other Party to terminate this Agreement. 10.2. Either 8.3 Each Party may terminate this Agreement and shall have the rights hereby conferred upon Franchisee right at any time effective with thirty (30) days of written by giving notice in writing to the other Party to terminate this Agreement immediately if any of the following events occursoccur: 10.2.1. material (a) if the Party commits a breach by of any of the other Party terms or conditions of one or more of its obligations arising from this Agreement, which if the breach is not remediable; 10.2.2. a remediable and the Party fails to rectify the said breach by the other Party of one or more of its obligations arising within fourteen (14) days from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice orof breach being issued by Digi; (b) upon the filing of a petition in bankruptcy, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of or reorganisation against or by the other Party, commencement of liquidation of the other Party’s businessbecoming subject to a composition for creditors, filing of a petition for bankruptcywhether by law or agreement, corporate reorganisation or similar proceedings by going into receivership or against the other Party, appointment of any receiver, trustee, custodian or the like for otherwise becoming insolvent; or (c) if the other Party or its business, or an assignment by is guilty of any conduct which in the other opinion of another Party for is prejudicial to the benefit of creditorsParty’s interest. 10.3. 8.4 In the event that all Locations of a termination pursuant to Clauses 8.3 or upon expiration of this Agreement pursuant to Clause 8.1, the Party shall not have any obligation to the defaulting Party for compensation or for damages of any kind, whether on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effectaccount of prospective sales or otherwise. 10.4. All the rights and obligations arising from 8.5 Termination of this Agreement shall forthwith cease not affect the obligation of the Partner to pay Digi all amounts owing or to become owing as a result of selling and terminate upon promoting the expiration Products and Services on or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to before the date of such expiry or termination, unless otherwise expressly stipulated in as well as interest thereon to the extent any such amounts are paid after the date they became or will become due pursuant to this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 19.1 This Agreement shall continue in full force and take effect for a period of ninety- nine (99) years from on the Effective Date, unless . Unless sooner terminated earlier under in accordance with the provisions of this Agreement, the term of this Agreement shall be three (3) years and shall be renewed successively for additional terms of one (1) year, unless either party, in its sole discretion, gives notice of termination no less than ninety (90) days prior to the expiration of the then-current term; such notice of termination will not be given unreasonably in the circumstances of a mutually beneficial business relationship. 10.2. Either Party 19.2 In the event that either party fails to maintain a satisfactory credit rating or financial condition or if the other party reasonably concludes that, for any reason, either party is or will become unable to discharge its obligations hereunder, the other party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days notice. However, neither party will unreasonably terminate this Agreement upon appropriate petition of written notice to the other Party if any of the following events occurs:to rectify such circumstances. 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. 19.3 In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing by or against either party of a petition for bankruptcy, corporate reorganisation relief under the United States Bankruptcy Code or any similar proceedings by or against petition under the other Party, appointment insolvency laws of any receiver, trustee, custodian or the like for the other Party or its businessjurisdiction not dismissed in thirty (30) days, or in the event that either party shall make an assignment by the other Party for the benefit of creditors, permit any attachment on a substantial portion of its assets to remain undissolved for a period of thirty (30) days, or discontinue the business operations relevant to this Agreement, then the other party may immediately terminate this Agreement upon written notice. 10.319.4 In addition to provisions authorizing termination hereunder, either party shall have the right to terminate this Agreement because of a material breach of the Agreement by the other party that has not been cured forty-five (45) days after the terminating party has notified the other party of the breach and advised the other party of its intention to terminate the Agreement if the breach remains uncured. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or of termination of this Agreement except agreement in accordance with the rights provisions of paragraphs 19.2 and obligations which will survive by nature 19.3 above, Distributor shall have the right to access and any rights and obligations of either Party having become due or accrued hereunder prior to use the date of such expiry or terminationsource code that has been placed in escrow, unless otherwise expressly stipulated in this Agreementper paragraph 14.2. 10.5. 19.5 Upon the expiry or termination of this Agreement, for any reason, Franchisee shalland except as otherwise provided in this Agreement: 10.5.1. immediately pay 19.5.1 The license granted by this Agreement shall be terminated immediately; The parties shall make no further use of all or any part of the Products or any Confidential Information received from the other party, except that the other party at its option shall either (1) agree that Distributor will license some or all of its then existing inventory of Products to Poshtel the full amount Customers or (2) both parties will agree that a refund from Supplier upon a return of inventory of Products to Supplier will be made (at Distributor's cost and risk for shipping). 19.5.2 Distributor shall cease any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act public statement or representation that it is an authorized distributor or that it is in any way involved with Supplier, and shall within a reasonable time cease use of any Trademark, service mark, ▇▇ trade name of Supplier, except as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtelotherwise be authorized in writing by Supplier; 10.5.3. immediately cease 19.5.3 Any support fee or other service or support revenues relating to use in any way whatsoever any Products that are accrued or are received by Distributor after termination shall be turned over to, shall be the property of, and may be collected by Supplier or such person or entity as Supplier may designate; 19.5.4 Both parties shall co-operate fully with each other and perform all acts appropriate to carry out the provisions of the Intellectual Property Rights this Agreement relating to termination. 19.6 The provisions of this Agreement concerning Confidential Information, Indemnification, and (at Franchisee's reasonable expenseexcept as otherwise provided) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in Non-Competition shall survive the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and termination shall not thereafter require or identify Franchisee in relieve either party of the obligation to pay any way as a Master Franchisee amount due to the other. 19.7 It is understood and or a representative of Poshtel and refrain from any action agreed that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or no termination of this Agreement, includingwhatever the cause thereof, but not limited toshall in any way terminate, clauses 7,9,13,15 will remain restrict, limit, or affect in effect after any way the expiration or termination right of this any authorized Customer to utilize the Products in accordance with the terms of a Customer Agreement.

Term and Termination. 10.1. This (a) The term of this Agreement shall will begin as of the Effective Date and will continue in full force and effect for a period of ninety- nine two (992) years from thereafter ("INITIAL TERM) the Effective DateAgreement will automatically renew for additional one (1) year periods ("RENEWAL TERM"), unless terminated one of the following occurs: (i) either party terminates this Agreement earlier under as specified in this SECTION 5.11; or (ii) either party provides written notice to the provisions other sixty (60) days prior to the expiration of this Agreementthe Initial Term or any Renewal Term. 10.2. Either (b) Each Party may will have the right to terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by (i) the other Party has committed a material breach of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by (ii) the other Party has not cured such breach within a reasonable period of one time of no less than sixty (60) days after receipt of written notice of such breach from the other Party, and (iii) such breach remains uncured as of the effective date of termination. (c) In addition, this Agreement will automatically terminate if both the Quic▇▇▇.▇▇▇ ▇▇▇ce Service has not been commercially released, and the Launch Date has not occurred, by December 31, 1999 (or more such other date as the Parties may agree in writing). (d) Upon termination of its obligations arising from this AgreementAgreement for any reason and upon Intuit's request, which breach can be remedied. In this eventMagic will continue to offer the Quic▇▇▇.▇▇▇ ▇▇▇ce Service, the on a non-defaulting Party shall send exclusive basis, to Quic▇▇▇.▇▇▇ ▇▇▇ce Service customers for a notice period not to the defaulting Party, specifying the breach exceed ninety (90) days ("WIND DOWN PERIOD"). (e) Upon termination of this Agreement for any reason and demanding that it be remedied within four (4) weeks upon completion of the date of such notice orWind Down Period, if applicableany, within any timeframe as defined in this Agreement. In the event that the defaulting (i) each Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency will promptly return all Confidential Information of the other Party, commencement (ii) Magic will pay all outstanding amounts owed to Intuit under this Agreement within forty-five (45) days after the effective date of liquidation such termination, and (iii) the following provisions will nonetheless remain in effect: ARTICLE I ("Definitions") and all of the other Party’s businessARTICLE V ("General") except SECTIONS 5.1 ("Cooperation"), filing of a petition for bankruptcy5.2 ("Trademark Licenses"), corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsand 5.8 ("Downstream Liability Disclaimers"). 10.3. (f) In the event that all Locations on the Territory cease Agreement is (i) terminated by Intuit pursuant to operate under SECTION 5.11 (b) above, or (ii) terminated by Magic pursuant to SECTION 5.11 (a), in addition to the Poshtel PopUp Concept®provisions in SECTION 5.11 (e) above, Poshtel shall have right to terminate this agreement with immediate SECTION 4.3 (Fees and Payments) will nonetheless remain in effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 10.1 This Agreement ▇▇▇▇ shall continue come into force on the date that it is first accepted by or on the behalf of the Licensee and subject at all times to any earlier termination in full accordance with its terms this ▇▇▇▇ shall remain in force thereafter for as long as any agreement for the provision of logistics and effect freight management services by Ligentia and/or any member of its corporate group from time to time for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this AgreementLicensee remains in force. 10.2. Either Party 10.2 The Licensee may terminate this Agreement ▇▇▇▇ and its access to and use of the Ligentix Service at any-time with immediate effect by giving written notice to Ligentia. 10.3 Ligentia may terminate this ▇▇▇▇ and the rights hereby conferred upon Franchisee Licensee’s access to and use of the Ligentix Service at any any-time effective with thirty without reason by giving at least 90 (30ninety) days of written notice to the other Party if any Licensee. 10.4 Ligentia may terminate this ▇▇▇▇ and the Licensee’s access to and use of the following events occurs: 10.2.1. material breach Ligentix Service at any-time with immediate effect by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a giving written notice to the defaulting PartyLicensee if: 10.4.1 the Licensee commits any material breach of this ▇▇▇▇; 10.4.2 the Licensee becomes bankrupt or goes into liquidation (whether voluntary or compulsory), specifying becomes insolvent, is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the breach whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding- up, bankruptcy or dissolution of that party or the other party suffers any similar process in any jurisdiction outside of England and demanding that it be remedied within four (4) weeks Wales; or 10.4.3 ownership or control of the date of such notice or, if applicable, within Licensee should be acquired by any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of Competitor. 10.5 Termination or expiry of such notice (regardless of whether the breach has once been remedied during the notice period)this ▇▇▇▇ for whatever reason shall not affect: 10.5.1 any rights, the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency remedies, obligations or liabilities of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event parties that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior up to the date of such termination or expiry, including the right to claim damages in respect of any breach of this ▇▇▇▇ which existed at or before the date of termination or expiry; and 10.5.2 the continuing in or coming into force of any provision of this ▇▇▇▇ which, whether expressly or by implication, is to continue in or come into force following expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the 10.6 On termination or expiry or termination of this Agreement, ▇▇▇▇ for any reason, Franchisee shall: 10.5.1. 10.6.1 all rights and licences granted to the Licensee under this ▇▇▇▇ shall immediately pay cease and in particular, the Licensee shall immediately cease any further access to Poshtel and use of the full amount Ligentix Service and shall permanently revoke access for each Authorised User; 10.6.2 the Licensee shall immediately and securely destroy or return to Ligentia (at Ligentia’s option) all copies of the Ligentix Service (including of any monies due to Poshtel underlying software or code) then in its possession, custody or control (whether or not authorised under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense▇▇▇▇) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever and, in the Intellectual Property Rights case of destruction, certify to Ligentia via a senior officer that it has done so; and 10.6.3 Ligentia may delete or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or securely destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or Licensee’s data then held via the Ligentix Service without notice to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcLicensee.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1This Agreement shall commence on the Effective Date and continue for a period of one (1) year thereafter (the “Initial Term”) and will automatically renew for successive one (1) year periods (each a “Renewal Term”) unless a Party provides at least ninety (90) days notice prior to the end of the Initial Term or Renewal Term of its desire to terminate this Agreement. This The Initial Term and Renewal are referred to as the “Term.” Without affecting any other right or remedy available to it, PetSmart may terminate this Agreement and any P.O. for undelivered Products (whether manufactured or not) with immediate effect by giving written notice to Vendor if: a. Vendor commits a material breach of any term of this Agreement or the PetSmart Requirements, including without limitation the misuse of PetSmart’s Intellectual Property; b. Vendor commits a non-material breach of this Agreement or the PetSmart Requirements that is not capable of being remedied or, if such breach is capable of being remedied, fails to remedy the breach within a period of thirty (30) days after being notified in writing of it existence; c. Vendor repeatedly breaches any of the terms of this Agreement or the PetSmart Requirements; d. Vendor 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. Vendor ceases or threatens to cease to carry on business, enters into administration or liquidation, or files for winding up or bankruptcy; or f. any Force Majeure Event prevents Vendor from performing its obligations under this Agreement for any continuous period of ninety (90) days. Upon termination or expiry of this Agreement, each Party shall promptly: (i) return to the other Party all equipment, materials and property belonging to the other Party; (ii) return to the other Party all documents and materials (and any copies) containing the other Party's Confidential Information; and (iii) on request, certify in writing to the other Party that it has complied with the requirements of this Section. Upon termination of this Agreement, PetSmart shall have the right in its sole discretion to terminate any P.O. or portion thereof that has not been delivered to PetSmart or its designated representative set forth in the applicable P.O., regardless of the production status of such Products and whether Vendor procured materials for the manufacture of such Products. The terms and conditions of this Agreement shall continue in full force and effect for a period until all P.O.s have been fulfilled by Vendor or cancelled by PetSmart. Vendor shall, in good faith, undertake reasonable measures to mitigate the costs of ninety- nine (99) years from termination. Vendor shall provide such assistance to PetSmart as PetSmart may reasonably request in writing in connection with the Effective Date, unless terminated earlier under transition of production of the provisions Products and related matters. Notwithstanding the termination or expiration of this Agreement. 10.2. Either Party may terminate this Agreement , certain sections are intended to survive termination and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of expiration, including without limitation the following events occurs: 10.2.1. material breach sections, and remain in full force and effect until barred by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four Applicable Law: Section 9 (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice periodProduct Recall), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.310 (Warranties and Representations), Section 11 (Audit Rights), Section 12 (Intellectual Property), Section 13 (Insurance), Section 14 (Indemnity), Section 15 (Limitation of Liability), Section 16 (Confidentiality and Data Protection), Section 18 (Term and Termination), Section 23 (Governing Law and Venue), and Section 24 (Dispute Resolution). insolvency Termination of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon not affect any rights, remedies, obligations or liabilities of the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or Parties that have accrued hereunder prior up to the date of such expiry termination or terminationexpiry, unless otherwise expressly stipulated including the right to claim damages in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount respect of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all breach of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly existed at or by their nature survive expiration or termination before the date of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreementtermination.

Term and Termination. 10.1. 17.1 This Agreement shall continue in full force and effect for a period be effective as of ninety- nine (99) years from the Effective DateDate and, unless sooner terminated earlier under the by mutual agreement or in accordance with other provisions herein, shall remain in effect as long as PENINSULA's royalty obligations exist. The provisions of Sections 3.9, 3.10, 6.9, 7.6, 17.1, 17.4, 17.5, 17.6, 18.2, 18.4, 18.6, 18.9, and 18.10, and Article 13 shall survive termination or expiration of this Agreement. In addition, any payment obligation that has accrued prior to such termination or expiration, including without limitation pursuant to Sections 3.1, 3.3, and 7.3, if any, shall survive such termination or expiration. The provisions of Article 14 shall survive termination or expiration of this Agreement for seven (7) years. The license granted to PENINSULA under Section 2.1 shall survive the expiration of this Agreement, but shall, as of the date of expiration of the Agreement and unless sooner terminated, be converted from a royalty-bearing license to a fully-paid and royalty-free license. 10.2. 17.2 Either Party party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice by a registered letter to the other Party if any party effective upon the other party's receipt of such notice in the following events occurscases: 10.2.1. (a) if the other party, after receiving written notice identifying a material breach of this Agreement (including failure by PENINSULA to pay on time the other Party amounts owed under Article 3 or 7), fails to cure such breach within [*] days (in case of one failure by PENINSULA to pay on time the amounts owed under Article 3 or more of its obligations arising 7, [*]) from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice notice; or (b) in case of the filing by the other party of a petition in bankruptcy or insolvency, if applicableor in case of the filing by the other party of any petition or answer seeking reorganization, within any timeframe as defined in this Agreement. In readjustment, or rearrangement of the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency business of the other Partyparty under any law or any government regulation relating to bankruptcy or insolvency, commencement or in case of liquidation the appointment of a receiver for all or substantially all of the property of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its businessparty, or an assignment in case of the making by the other Party party of any assignment or attempted assignment for the benefit of creditors, or in case of the institution by the other party of any proceedings for the liquidation or winding up of its business, or for the termination of its corporate charter; or (c) if a substantial change occurs in the shareholding of PENINSULA and consequently, fifty percent (50%) or more of the voting shares of PENINSULA come to be owned or controlled directly or indirectly by a person or entity who is not a controlling shareholder of PENINSULA on the Effective Date. It is understood that TAKEDA's failure to satisfy its Supply Obligation pursuant to Section 7.2, TAKEDA's decision to cease manufacturing the Compound pursuant to Section 6.1 or 7.4, or TAKEDA's inability to cure a Supply Disruption caused by a Force Majeure event, [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. shall not constitute a material breach under subclause (a) above, but shall be treated pursuant to the following Section 17.3. 10.317.3 PENINSULA may terminate this Agreement as follows: (a) upon written notice if TAKEDA elects to cease trying to remedy a DMF deficiency and thus cease supplying the Compound to PENINSULA as permitted under Section 6.1; (b) upon written notice if PENINSULA cancels its order for [*] of Compound as permitted under Section 7.2; (c) upon written notice if TAKEDA elects to cease manufacturing, or having a Third Party Manufacturer manufacture, Compound under Section 7.4; (d) upon written notice if Supply Disruption is not cured within [*] days as permitted under Section 7.14; or (e) if PENINSULA determines that it is not feasible to pursue the development, launch or sale of the Product due to scientific, technical regulatory and/or commercial reasons, including but not limited to material adverse events caused by the Compound and/or the Product, refusal of the indication for the treatment of infections caused by MRSA, infringement of third party intellectual property rights, or other regulatory or marketplace issues, PENINSULA may provide written notice to TAKEDA of such determination, together with competent information thereof and have serious discussions with TAKEDA regarding what steps to take in regards to the problem. In the event PENINSULA may then terminate this Agreement effective upon written notice [*] days. It is understood that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel PENINSULA shall have no right to terminate this agreement with immediate effect. 10.4. All demand from TAKEDA any compensation for the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except pursuant to above subsections (a), (b), (c), (d) (but only if the rights applicable Supply Disruption is caused by a Force Majeure event) and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement(e). 10.5. 17.4 Upon the expiry or termination of this Agreement, Agreement for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel PENINSULA shall no longer make any use of the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept license granted by TAKEDA hereunder and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease promptly return to use in any way whatsoever TAKEDA any and all of the Intellectual Property Rights data and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or furnished by their nature survive expiration or termination of this AgreementTAKEDA so far, including, but not limited to, clauses 7,9,13,15 will remain the Information and the Manufacturing Know-How. If the Agreement is terminated for any reason other than for TAKEDA's uncured material breach of the Agreement or financial insolvency, PENINSULA shall, at TAKEDA's request, transfer to TAKEDA or its designee the Registration or the application therefor and any and all the data and information so far obtained by PENINSULA, including the Results, if any, or otherwise assist TAKEDA so that TAKEDA may take over the development and/or commercialization of the Product, provided, however, if sublicensee(s) of PENINSULA that are not in effect breach of their sublicense agreements, under which PENINSULA has imposed such sublicensee(s) all applicable obligations which PENINSULA undertakes hereunder, elect to continue the development and/or commercialization of the Product, TAKEDA shall assume such sublicense agreements as direct licenses from TAKEDA to such sublicensee(s), provided, however, that TAKEDA shall not be obligated to assume any obligations under such agreements that are in excess of the obligations of TAKEDA under this Agreement, unless TAKEDA agrees otherwise in its sole discretion. If the transfer of the Registration or the application therefor is prohibited by applicable laws or if [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. TAKEDA does not require PENINSULA to make such transfer, PENINSULA shall, without requiring any compensation from TAKEDA, abandon and waive the Registration or the application therefor in the Territory. 17.5 Disposal of the Compound, goods in process and the Product in PENINSULA's stock on the day of termination shall be made in the following manner in accordance with TAKEDA's direction: (a) if TAKEDA consents, which consent shall not be unreasonably withheld, PENINSULA may manufacture the Product using such Compound and/or such goods in process and may sell the Product in the Territory at its regular commercial conditions and only for the term of [*] months after such termination, subject to PENINSULA's agreement to strictly observe the terms and conditions contained in this Agreement including the obligation to pay royalties in accordance with Article 3 hereof; and (b) if so requested by TAKEDA, PENINSULA shall, at any time after [*] months post-termination, sell to TAKEDA any remaining portion of its stock of Compound and/or Product (but only that portion of the stock that has some shelf life remaining and meets the Specifications), at a price to be negotiated and decided by the parties hereto, which price shall not be higher than the Compound Manufacturing Cost and/or Product Manufacturing Cost (as applicable). In any case, PENINSULA shall destroy all stock which does not meet the Specifications at PENINSULA's expense and responsibility without requiring TAKEDA to pay any compensation therefor. 17.6 Without prejudice to the remedies for the breach of this Agreement which have already accrued before the expiration of this Agreement, the expiration or termination of this AgreementAgreement itself under this Article 17 shall not entitle either party to any compensation whatsoever based solely on the fact of such expiration or termination.

Term and Termination. 10.1. This 8.1 Subject to earlier termination as provided below, this Agreement is for the Initial Subscription Term specified in the Order Form and shall continue in full force and effect be automatically renewed for a period additional periods of ninety- nine the same duration as the Initial Subscription Term (99) years from collectively, the Effective Date“Term”), unless terminated earlier under otherwise specified on the provisions Order Form, or unless either party requests termination on or before the date that is thirty (30) days prior to the end of this Agreementthe then-current term. 10.2. Either Party 8.2 In addition to any other remedies it may have, either party may also terminate this Agreement and upon ten (10) days’ notice (or without notice in the rights hereby conferred upon Franchisee at case of nonpayment), (a) if the other party materially breaches any time effective with of the terms or conditions of this Agreement (and, to the extent curable, fails to cure such breach on or before thirty (30) days of written the non-breaching party providing notice to the other Party breaching party of such breach), (b) if any of the following events occurs: 10.2.1. material breach by the other Party of one party files a voluntary petition in bankruptcy or more of its obligations arising from this Agreementhas an involuntary petition in bankruptcy filed against it, which breach is not remediable; 10.2.2. a breach by (c) if the other Party of one or more of its obligations arising from this Agreementparty is declared insolvent, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or makes an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease , appoints a receiver, conservator, or trustee to operate under the Poshtel PopUp Concept®its business, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due liquidates all or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and substantially all of its business assets, or the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose equivalent of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights foregoing, or to permit (d) in its performance hereunder, the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda other party recklessly or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.)willfully violates applicable law. 10.68.3 Customer shall pay in full for access to the Platform provided in compliance with this Agreement up to and including the last day on which access to the Platform is provided. Upon Customer Data is preserved for the expiry or termination lifetime of this Agreement, for any reason, Poshtel shall: 10.6.1Customer’s account unless intentional action is taken by an authorized user to delete information from the system. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions All sections of this Agreement which expressly or by their nature should survive expiration or termination of this Agreementwill survive termination, including, but not limited towithout limitation, clauses 7,9,13,15 will remain in effect after the expiration or termination accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of this Agreementliability.

Term and Termination. 10.19.1. This Agreement shall continue be deemed to commence on the effective date of the Agreement as specified in full force and effect Part A clause 6. With respect to the term of Service, in the event that the System Install Date falls before the Billing Date as specified in Part A clause 6, the System Install Date will replace the Billing Date and, subject to earlier termination as set out in this Agreement, shall be for a an initial period of ninety- nine one (991) years from year and shall continue thereafter for further one-year periods unless and until terminated in accordance with the Effective Date, unless terminated earlier under the following provisions of this Agreementclause 9. 10.29.2. Either Party party may terminate this Agreement and by giving not less than (90) ninety days' prior written notice to the rights hereby conferred upon Franchisee at any time other party prior to next anniversary date of this Agreement with such termination to be effective with following the expiry of the period of ninety days from the date of receipt of such termination notice. 9.3. You may terminate the Agreement by giving a shorter period of notice than the notice required under clause 9.2 should You wish to do so, as a matter of Your own convenience, but if You wish to exercise this right then a termination penalty is payable of twenty five percent (25%) of the annual Charges. 9.4. Either party may terminate this Agreement immediately by written notice to the other as follows: 9.4.1. if the other party commits a material or persistent breach of this Agreement which it fails to remedy (if remediable) within thirty (30) days after the service on it of a written notice requiring it to do so. Failure to make any payment when due shall be considered a material breach of this Agreement; 9.4.2. an order is made or a resolution is passed for the dissolution or winding-up of the other party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the other party or its trustees, officers, directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the other Party if Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the following events occurs: 10.2.1. material breach by other party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding-up or bankruptcy order or the other Party party takes or suffers any similar or analogous action in consequence of one debt in any jurisdiction; or 9.4.3. the other party suspends or more threatens to suspend or ceases to carry on all or a substantial part of its obligations arising from this Agreement, which breach is not remediable;business. 10.2.29.5. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party We may terminate this Agreement with a immediately by written notice to You as follows: (a) if You dispute the ownership or validity of Our Intellectual Property Rights; (b) if We discover that takes immediate effect; and/or 10.2.3. insolvency the information provided to Us in connection with the provision of the other PartySystems, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel Services and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and Support is materially inaccurate or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and incomplete; (at Franchisee's reasonable expensec) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form if You breach Export restrictions (including, without prejudice to generality, computer software, etcclause 2.1.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.18.01 Either party may terminate this Agreement at any time if the other party fails to perform any material obligation, covenant, condition, or limitation herein, provided such other party shall not have remedied its failure within ninety (90) days after receipt of written notice of such failure. 8.02 If performance of this Agreement or any part hereof by either party shall be rendered unenforceable or impossible under, or in conflict with any law, regulation, or official action by any government agency having jurisdiction over such party, then such party shall not be considered in default by reason of failure to perform and the validity of all remaining provisions hereof shall not be affected by such result. 8.03 Abbott may terminate this Agreement beginning three (3) years after May 30th, 1989, upon ninety (90) days prior written notice. This Such termination shall not relieve ABBOTT of the obligation to pay royalties or make any other payments owed to BSI which accrues prior to the termination date. 8.04 Unless earlier terminated as provided in Paragraphs 8.01 and 8.03 above, this Agreement shall continue: (a) with respect to issued patents under PROPRIETARY RIGHTS, until the expiration of the last to expire patent included within PROPRIETARY RIGHTS, and (b) with respect to unpatented aspects of PROPRIETARY RIGHTS, perpetually. 8.05 Upon expiration or earlier termination of this Agreement, the obligations under Article 7 hereof shall survive and continue in full force and effect for a period the longer of ninety- nine three (993) years following such expiration or termination, or seven (7) years from the Effective Date, unless terminated earlier under the provisions effective date of this Agreement. 10.2. Either Party may terminate 8.06 Neither party shall be liable in damages for, nor shall this Agreement and the rights hereby conferred upon Franchisee at be terminable or cancellable by reason of, any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one delay or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act default in any way as a Franchisee and such party's performance hereunder if such default or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchiseedelay is caused by events beyond such party's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, control including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration acts of God, regulation or termination law or other action of this Agreementany government or agency thereof, war or insurrection, civil commotion, destruction of production facilities or materials by earthquake, fire, flood or storm, labor disturbances, epidemic, or failure of suppliers, public utilities or common carriers. Each party agrees to endeavor to resume its performance hereunder if such performance is delayed or interrupted by reason of such forces majeure as listed above.

Term and Termination. 10.111.1. This Agreement shall continue commence on the Commencement Date and continue, subject to earlier termination in accordance with this clause 11, for the Initial Term. Thereafter, the Agreement may be renewed on each anniversary with the Parties’ prior written agreement. The Parties agree that ninety (90) days prior to any renewal date, the Parties will discuss in good faith whether the Agreement will be renewed. If the Customer fails to pay the Fees before the beginning of a Renewal Period, Fluent reserves the right to terminate/suspend the Flexigrant Services until the Fees are paid in full force (including any interest due thereon). 11.2. If either Party materially breaches or materially fails to observe (together Breach) any provision of this Agreement, the other Party may (if the Breach is capable of remedy) give notice of the Breach and the Party in breach shall have twenty-eight (28) calendar days from receipt of the notice in which to remedy the Breach. If the Breach is not remedied in this period, or is incapable of remedy, then the Party not in breach may terminate the Agreement with immediate effect. 11.3. If either Party becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction) (in any such circumstance, such Party, the Insolvent Party and such event, Break Event) then the following provisions shall apply: 11.3.1. the Insolvent Party shall notify the other party of the likelihood of a Break Event as soon as reasonably practicable after becoming aware of the same; and 11.3.2. the other Party may without replacing or reducing any other of its rights terminate the Agreement with immediate effect for a period by written notice. 11.4. Upon expiration or the earlier termination of ninety- nine (99) years from this Agreement the Effective Datelicence granted in accordance with clause 2.1.1 of this Agreement will terminate, unless terminated earlier under the expressly otherwise agreed by ▇▇▇▇▇▇ in writing. 11.5. The provisions of clauses 7, 8, 9, 11 and 12.8 of this Agreement will survive expiration or termination of this Agreement. 10.211.6. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon Upon the expiration or termination of this Agreement except the rights and obligations which provided that this Agreement has not been terminated by Fluent due to Customer’s failure to pay any amount due to Fluent, Fluent will survive by nature provide to Customer and any rights and obligations of either Party having become due / or accrued hereunder prior to the date of supplier selected by Customer (such expiry or terminationsupplier shall be known as the Successor), unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shallupon Customer’s written request: 10.5.111.6.1. immediately pay a reverse migration and a full dump of the hosted Applicant Data in an MS SQL format or secure MS Excel format (including the data model), within one month of receipt of the Customer’s written request. Such migration will be provided at a cost to Poshtel be agreed by the full amount Parties. If a repeat migration is required, or if a data migration is required in any other format, this shall be at a cost to be agreed by the Parties. Fluent shall delete the Applicant Data, including back- ups, and provide a written statement to this effect, following receipt of any monies due to Poshtel under this Agreementwritten confirmation from the Customer that the Applicant Data is complete and has been received by the Customer; 10.5.211.6.2. immediately cease at Customer’s sole cost and expense, assistance reasonably requested by Customer in order to represent Poshtel and/or effect the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all orderly transition of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires applicable Services, in whole or in part, to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights Customer or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5Successor (Termination Assistance Services). return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form Termination Assistance Services may be supplied during a ninety (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall 90) calendar days period (Termination Assistance Period) commencing not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited earlier than ninety (90) calendar days prior to, clauses 7,9,13,15 will remain in effect after and not later than the date of, the expiration or termination of this Agreement.. Fluent and Customer shall act all times in good faith and use all reasonable endeavours to agree in advance as to the price and scope of Fluent’ s providing of Termination Assistance Services, which may include: 11.6.2.1. developing a plan for the orderly transition of the terminated or expired Services from Fluent to Customer or to the Successor; 11.6.2.2. providing reasonable training to Customer staff or to the Successor in the performance of the Services then being performed by ▇▇▇▇▇▇;

Term and Termination. 10.1. This Agreement shall continue will remain in full force and effect for a period of ninety- nine one (991) years from year after the Effective Date, and shall automatically renew for additional one-year periods, unless terminated earlier under by either party by written notice to the provisions other party at least thirty (30) days prior to the end of the then-current term. Six months form the commencement of the *** The omitted material has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Agreement, SkillsVillage and Changepoint will revisit the terms of this Agreement. 10.2. 7.1 If either party commits any material breach of any material provision of this Agreement, the other party will have the right to terminate this Agreement by written notice unless the breaching party remedies such breach within thirty (30) calendar days after receiving written notice from the non breaching party describing such breach in detail. 7.2 Either Party party shall have the right to terminate this Agreement, without cause, within (30) thirty days of written notice of such termination to the other party. 7.3 Either party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to immediately if the other Party if any of party ceases conducting business in the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreementnormal course, which breach is not remediable; 10.2.2. becomes insolvent, makes a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an general assignment by the other Party for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any petition or proceeding under any statute of any state or country relating to insolvency or the protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or other similar proceeding for the settlement of the other party's debt is instituted. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and 7.4 Upon any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, includingall licenses granted hereunder and all other the rights and obligations of the parties under this Agreement will terminate. In addition, but not limited toeach party will cease display of the other party's icons, clauses 7,9,13,15 will remain in effect after links, logos, and marks on its web sites, and each party shall promptly remove the expiration or termination other party's materials from its servers and all marketing and promotional materials. Affiliate is only eligible to earn referral fees on revenues earned during the term of this AgreementAgreement from qualifying transactions.

Term and Termination. 10.1. 13.1 This Agreement shall continue will be in full force and effect from the Effective Date for a period of ninety- nine three (993) years from (the Effective Date"Original Term"). Thereafter, this Agreement shall automatically renew for one (1) year terms (each, a "Renewal Period" and collectively and together with the Original Term, the "Term"), unless terminated earlier either party provides the other party with written notice of its intent not to renew at least sixty (60) days prior to the end of the Original Term or any Renewal Period. 13.2 Either party may delay performance under the provisions of this Agreement or terminate this Agreement. 10.2. Either Party may terminate this Agreement , in whole or in part, in the event of a default by the other, provided that the non-defaulting party so advises the defaulting party in writing of the event of alleged default and the rights hereby conferred upon Franchisee at any time effective with defaulting party does not remedy the alleged default within thirty (30) days of after written notice to thereof. If the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach alleged default is not remediable; 10.2.2. a breach by capable of being remedied within thirty (30) days, the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, defaulting party must commence to remedy the alleged default within such thirty (30) day period and provide to the non-defaulting Party party a plan for timely remedying the alleged default in order to avoid termination. A default shall send include: Community NetWorks, Inc. MPA (i) a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks party's insolvency or initiation of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation bankruptcy or similar receivership proceedings by or against the other Party, appointment of any receiver, trustee, custodian a party or the like for the other Party or its business, or execution of an assignment by the other Party for the benefit of creditors; or (ii) either party's material breach of any of the terms or conditions hereof including the failure to make any payment when due. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the 13.3 The expiration or termination of this Agreement except the rights for any cause shall not release either party from: (i) any obligations and obligations which will survive duties remaining under any Order accepted by nature and any rights and obligations of either Party having become due or accrued hereunder Nortel prior to the date of such expiry expiration or termination, unless otherwise expressly stipulated in this Agreement.; 10.5. Upon (ii) any liability which at the expiry time of expiration or termination of this Agreementhas already accrued to the other party, for or, which thereafter may accrue in respect to any reason, Franchisee shall:event prior to expiration or termination; or 10.5.1. immediately pay to Poshtel the full amount of (iii) any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain liability from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease obligation specified in Section 15.18 below to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreementtermination.

Term and Termination. 10.1. This 11.1 Subject to Clauses 11.3 and 11.4, the Agreement shall continue in full force and effect for will start on the date that INTOUCH ADVANCE sends a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice welcome letter to the other Party if any of Customer, first makes the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice Service available to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of Customer or the date of such installation of the Service Equipment, whichever is the earlier and will remain in effect for the Minimum Term and thereafter for further periods of one year unless and until terminated in accordance with this Clause 11. 11.2 Subject to Clauses 11.3 and 11.4, either party may terminate the Agreement on not less than 90 days’ prior written notice or, if applicable, within any timeframe as defined in this Agreement. writing to expire at the end of the Minimum Term or on an anniversary of the expiry date of the Minimum Term. 11.3 In the event that the defaulting Party Service is still added to or varied in breach on any way then an additional twelve months from the date of the addition or variation (as applicable) will be added to the contract period (“Extended Term”) unless INTOUCH ADVANCE agrees otherwise in writing at its absolute discretion, and the Agreement will remain in effect for the Extended Term and thereafter for further periods of one year unless and until terminated in accordance with this Clause 11. 11.4 Either party may terminate the Agreement on not less than 90 days’ prior written notice in writing to expire at the end of the Extended Term or on an anniversary of the expiry date of such notice (regardless the Extended Term. 11.5 Without prejudice to their other rights under the Agreement, INTOUCH ADVANCE and the Customer may terminate the Agreement with immediate effect if: 11.5.1 The other party has committed a material breach of whether the breach has once Agreement which is incapable of remedy or in the case of a remediable breach, the other party fails to remedy within 14 days of having been remedied during the notice period), requested to do so by the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effectparty; and/oror 10.2.3. 11.5.2 The other party ceases trading, becomes bankrupt or insolvent or any insolvency of proceedings are begun against it including the other Party, commencement of liquidation of the other Party’s business, filing appointment of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or receiver (including an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior administrative receiver in relation to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expenseCustomer) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcits assets.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.12.1. This The term of this Agreement shall continue in full force and effect for a period of ninety- nine (99) years from commence on the Effective DateDate and shall continue until the Initial Term Expiration Date set forth on the Order Form (the “Initial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall be automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the terms described in this Agreement for subsequent periods of the same length as the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless earlier terminated earlier under the provisions of this Agreement. 10.2. Either as provided herein or unless either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of provides written notice to the other Party if any at least sixty (60) days prior to the expiration of the following events occurs:current Term that such Party does not want to this Agreement to renew. 10.2.12.2. material breach by Expiration or termination of the other Term of this Agreement shall not affect any obligation of Customer to make payments hereunder accruing prior to such expiration or termination. 2.3. If a Party of one or more of its obligations arising from materially breaches this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a by providing written notice that takes immediate effectto the other Party specifying the nature of such breach in reasonable detail; and/orprovided, however, that 10.2.3. insolvency (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the other Partynon-breaching Party at law, commencement of liquidation of except as specified herein. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party’s Party ceases to carry on its business, filing ; (ii) if the other Party becomes the subject of a petition for bankruptcyin bankruptcy or any other proceeding relating to insolvency, corporate reorganisation receivership, liquidation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.32.5. In Upon request by Customer made within thirty (30) days after the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the effective date of such expiry termination or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination expiration of this Agreement, Service Provider will make Customer Content (as defined in Section 5.1) available to Customer for any reasonexport or download. After such 30-day period, Franchisee shall: 10.5.1. immediately pay Service Provider will have no obligation to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and maintain (at Franchisee's reasonable expenseunless legally obligated) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect provide any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcCustomer Content.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. A. This Agreement shall be effective as of the date it is signed by both parties and noted in the preamble (herein the "Effective Date") and shall continue in full force and effect for a period of ninety- nine three (993) years from (the Effective Date"Initial Term"). Thereafter, unless terminated earlier under in writing by either party at least one hundred and eighty (180) days prior to the provisions end of the Initial Term (or any Renewal Term (as defined below)), this AgreementAgreement will continue for successive terms of one year (each such successive term is a "Renewal Term"). 10.2. B. Either Party party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with for breach by the other party upon providing written notice of termination. Each party shall be provided a cure period of thirty (30) days after receipt of written notice of breach, to cure the other Party if breach. Breach of this Agreement by either party includes, without limitation, the following circumstances: (a) failure to perform any material obligation hereunder that remains uncured after thirty (30) days prior written notice; (b) the admission in writing of the following events occurs: 10.2.1. material breach by inability to pay debts generally as they become due or the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment taking of any receiver, trustee, custodian or the like for the other Party or its business, or an corporate action tantamount to such admission; (c) ceasing to do business as a going concern; (d) making any assignment by the other Party for the benefit of creditors. 10.3. In C. RiskWise may terminate this Agreement upon thirty (30) days written notice to US Search in the event that all Locations on US Search undergoes a change of control. For purposes of this section, a change of control with respect to US Search occurs if (i) more than 50% of the Territory cease total voting power of the outstanding securities of US Search are transferred to operate under another party that is a Competitor (as herein defined below) of RiskWise, in a single, or related series, of transactions; (ii) US Search sells, leases, exchanges or transfers more than 50% of its assets in a single transaction or through a series of related transactions to a Competitor of RiskWise; or (iii) US Search merges or consolidates with another party that is a Competitor of RiskWise, with the Poshtel PopUp Concept®effect that the equity holders immediately prior to such merger or consolidation hold less than 50% of the combined voting power of the then outstanding securities of the surviving party of such merger or the party resulting from such consolidation. For the purpose of this Section IX(C) a Competitor shall be defined as a rival business that performs substantially the same services as RiskWise or any of its Affiliates ("Competitor"). A change of control will not be deemed to occur solely as a result of US Search transferring its shares or assets to a newly created entity controlled by the equity holders of US Search immediately prior to such transfer, Poshtel shall have right or if US Search changes its name or forms an Affiliated company controlled, directly or indirectly, by the equity holders of US Search immediately prior to such formation by US Search. D. US Search may terminate this agreement with immediate effect. 10.4Agreement upon thirty (30) days written notice to RiskWise in the event that RiskWise undergoes a change of control. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination For purposes of this Agreement except section, a change of control with respect to RiskWise occurs if (i) more than 50% of the rights and obligations which will survive by nature and any rights and obligations total voting power of either Party having become due the outstanding securities of RiskWise are transferred to another party that is a Competitor (as herein defined below) of US Search, in a single, or accrued hereunder related series, of transactions; (ii) RiskWise sells, leases, exchanges or transfers more than 50% of its assets in a single transaction or through a series of related transactions to a Competitor of US Search; or (iii) RiskWise merges or consolidates with another party that is a Competitor of US Search, with the effect that the equity holders immediately prior to such merger or consolidation hold less than 50% of the date combined voting power of the then outstanding securities of the surviving party of such expiry merger or termination, unless otherwise expressly stipulated in this Agreement. 10.5the party resulting from such consolidation. Upon For the expiry or termination purpose of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and section IX(D) a Competitor shall not thereafter act in any way be defined as a Franchisee and or a representative of Poshtel and refrain from any action rival business that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of performs substantially the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents same services as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights US Search or any part thereof; 10.5.4of its Affiliates ("Competitor"). return A change of control will not be deemed to Poshtel occur solely as a result of RiskWise transferring its shares or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining assets to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights a newly created entity or to permit one of its affiliated entities controlled directly or indirectly by ▇▇▇▇ Elsivier PLC, or if RiskWise changes its name or forms an affiliated company controlled, directly or indirectly, by the authorised agents equity holders of Poshtel RiskWise immediately prior to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcsuch formation by RiskWise.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This 4.1 The term (“Term”) of this Agreement shall continue in full force and effect for a period of ninety- nine be ten (9910) years from the Effective Datedate first written above. 4.2 This Agreement may be terminated by either Party if a Party files a voluntary petition for bankruptcy or reorganization, unless is the subject of an involuntary petition for bankruptcy which is not dismissed within 60 days, has its affairs placed in the hands of a receiver, enters into a composition for the benefit of creditors, or is deemed insolvent by a court of competent jurisdiction. 4.3 This Agreement may also be terminated earlier under if a Party is in material breach of this Agreement provided the non-breaching Party has provided at least forty-five (45) days prior written notice identifying the breach and such breach has not been cured within said forty-five (45) days. 4.4 This Agreement may be terminated by DePuy AcroMed upon 120 days’ prior written notice to OrthoLogic. 4.5 This Agreement may be terminated by OrthoLogic upon 120 days’ prior written notice to DePuy AcroMed if the prior three (3) month average Net Sales Price (as defined in Section 12.1) for the Products ever becomes less than $***. 4.6 This Agreement may be terminated immediately by DePuy AcroMed upon written notice to OrthoLogic if DePuy AcroMed, its Affiliates or OrthoLogic receive a notice that a third party has filed suit alleging that any Product infringes in whole or in part any aspect of any U.S. patent or reissues or re-examinations thereof. 4.7 The provisions of this AgreementAgreement set forth in Section 4.8 and Articles 14, 17, 18, 19, 20, and any other provisions which by their terms survive termination, and any remedies for the breach thereof, shall survive the termination of this Agreement under the terms hereof. 10.2. Either Party may terminate 4.8 Notwithstanding the termination of this Agreement for any reason, each Party hereto shall be entitled to recover any and the rights hereby conferred upon Franchisee at any time effective with thirty all damages (30other than punitive, exemplary, multiplied or consequential (including lost sales or lost profits) days of written notice to the other damages) that such Party if any shall have sustained by reason of the following events occurs: 10.2.1. material breach by the other Party hereto of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks any of the date terms of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination Termination of this Agreement except for any reason shall be without prejudice to DePuy AcroMed’s right to receive all payments accrued and unpaid on the rights effective date of termination and obligations shall not release either Party hereto from any liability which will survive by nature and at such time has already accrued or which thereafter accrues from a breach or default prior to such expiration or termination, nor affect in any rights and obligations way the survival of any other right, duty or obligation of either Party having become due or accrued hereunder prior hereto which is expressly stated elsewhere in this Agreement to survive such termination. ***Certain information on this page has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreementomitted portions. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.111.1 This Agreement shall become effective on the Effective Date. This Unless sooner terminated as provided for below, this Agreement shall continue in full force and effect for a period of ninety- nine ten (9910) years from after the Effective DateFIRST COMMERCIAL SALE of the LICENSED PRODUCT or until the expiration of the last to expire of any patent included in the PATENT RIGHTS, whichever is longer on a country by country basis. Thereafter, INTERNEURON shall have a fully paid up license without further obligation to TULANE. 11.2 The provisions of ARTICLE III (Confidentiality) and ARTICLE XIII (Indemnification) shall survive termination or expiration of this Agreement in accordance with their respective terms. 11.3 Unless otherwise specified, if (1) either party breaches any material obligation imposed by this Agreement; (2) either party makes any general assignment for the benefit of its creditors; (3) a petition is filed by or against either party, or any proceeding is initiated against either party as a debtor, under any bankruptcy or insolvency law, unless terminated earlier under the provisions laws then in effect void the effectiveness of this provision; or (4) a receiver, trustee, or any similar officer is appointed to take possession, custody, or control of all or any part of either party's assets or property, then the other party may, at its option, send a written notice that it intends to terminate the license granted by this Agreement. 10.2. Either Party may terminate this Agreement and 11.4 If the rights hereby conferred upon Franchisee at any time effective with thirty party in breach does not cure the breach or remedy the event within ninety (3090) days of written from the notice to date, then the other Party if any of party shall have the following events occurs: 10.2.1. material breach right to terminate the license granted by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can termination shall be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of effective immediately upon the date of such mailing of a written notice orof termination to the party in breach. 11.5 Notwithstanding anything contained herein to the contrary, if applicableINTERNEURON shall have the right to terminate this Agreement at any time by giving ninety (90) days written notice to TULANE in the event of any event, within any timeframe as defined condition or regulatory action that affects the safety or efficacy or marketability of LICENSED PRODUCT or in this Agreementthe event INTERNEURON is unable to obtain sufficient quantities of GMP MATERIAL to conduct clinical trials. In the event that the defaulting Party is still in breach on the date of expiry of such notice termination, (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All i) the rights and obligations arising from this Agreement hereunder, including any payment obligations not due and owing as of the termination date, shall forthwith cease terminate and terminate upon (ii) INTERNEURON shall have no further rights with respect to the expiration PATENT RIGHTS or KNOW-HOW. 11.6 Upon termination of this Agreement except the rights and obligations which will survive by nature and for any rights and obligations cause, nothing herein shall be construed to release either party of either Party having become due or accrued hereunder any obligation that has matured prior to the effective date of such expiry or termination. INTERNEURON may, after the effective date of such termination, unless otherwise expressly stipulated sell all LICENSED PRODUCT that it may have on hand at the date of termination, provided that it pays earned royalty thereon as provided in this Agreement. 10.5. Upon 11.7 In the expiry or event of termination of this AgreementAgreement for material breach by INTERNEURON, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease INTERNEURON agrees no longer to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights PATENT RIGHTS or KNOW-HOW after the effective date of termination. In such event, upon the written request of TULANE, INTERNEURON and TULANE shall negotiate in good faith an agreement granting TULANE a license to permit use INTERNEURON'S REGULATORY DATA and INTERNEURON RIGHTS in exchange for the authorised agents following payments and such other terms and conditions as INTERNEURON and TULANE may mutually agree: (a) payments equal to 30% of Poshtel royalties received by TULANE for any license by TULANE utilizing the REGULATORY DATA or the INTERNEURON RIGHTS, not to enter exceed the Locations following percentages of net sales (to effect any be defined similarly to NET SALES) of the aforesaidproducts: (i) if termination of this Agreement occurs prior to commencement of Phase 1 clinical trials: 2% of net sales; (ii) if termination of this Agreement occurs after commencement of Phase 1 clinical trials but before completion of Phase 2 clinical trials: 4% of net sales; (iii) if termination occurs after completion of Phase 2 clinical trials: 8% of net sales; and 10.5.5. return (b) a payment equal to Poshtel all notes, memoranda or 30% of any payments received by TULANE from a licensee of TULANE other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.)than royalties. 10.6. Upon 11.8 In the expiry or event of termination of this AgreementAgreement by INTERNEURON, upon written request of TULANE, INTERNEURON and TULANE shall negotiate in good faith an agreement granting TULANE a license to use INTERNEURON'S REGULATORY DATA and INTERNEURON RIGHTS in exchange for any reason, Poshtel shall: 10.6.1. immediately pay payments equal to Franchisee 50% of the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee payments set forth in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination Section 11.7 of this Agreement.

Term and Termination. 10.19.1. This Agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Commencement Date and shall continue for a period of [ 1 ] year(s) (“Initial Term”) and, thereafter, this Agreement shall be renewed for successive periods of 12 months (each a “Renewal Period” unless notice of non-renewal is received by either Party from the other not less than 60 days prior to the end of the Initial Term or Renewal Period in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period. Upon termination the Company will charge reasonable professional fees for the professional time taken to return Customer Data to the Customer. 9.2. This Agreement shall continue in full force and effect for a period be terminated: 9.2.1. forthwith by either Party giving notice if the other commits any material breach of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions any terms of this Agreement. 10.2. Either Party may terminate this Agreement and in the rights hereby conferred case of a breach capable of remedy has not remedied it with 30 days after receipt of notice in writing requiring it to do so; 9.2.2. forthwith by either Party giving notice if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the trustee receiver or Administrative Receiver or similar officer is appointed in respect of all or any part of the business or assets of the other Party or analogous action in any jurisdiction in consequence of debt; 9.2.3. forthwith by either Party without cause upon Franchisee at any time effective with thirty not less than ninety (3090) days of days’ written notice to the other Party. 9.3. Any termination of this Agreement pursuant to this clause 9 shall be without prejudice to any other rights or remedies a Party if may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after termination. 9.4. Waiver by either Party of a breach or default of any of the following events occurs: 10.2.1. material breach provisions of this Agreement by the other Party shall not be construed as a waiver of one any succeeding breach of the same or more other provisions nor shall any delay or omission on the part of its obligations arising from this Agreement, which either Party to exercise or avail itself of any rights power or privilege that it has or may have hereunder operate as a waiver of any breach is not remediable; 10.2.2. a breach or default by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 14.1 This Agreement shall enter into effect upon signature by both Parties (the "Effective Date"). Subject to earlier termination in accordance with this Section 14 or Section 19.5.4, this Agreement shall continue in full force and effect for a period an initial term of ninety- nine forty (9940) years from ("Initial Term") and after the Initial Term, it shall be automatically renewed for periods of five (5) years (each of these periods the "Renewal Period" and together with the Initial Term, the "Term"). 14.2 The Parties envisage a long-term successful commercial relationship. The Parties will therefore discuss in good faith a further fixed extension of the term of the license fifteen (15) years before the expiry of the Initial Term and every five (5) years thereafter, e.g., as part of the Brand Strategy Check-Ins. ▇▇▇▇▇▇ | Form of License AgreementExhibit 24.1 to the SPA 14.3 Effective Dateas of the expiry of the Initial Term or any Renewal Period, unless terminated earlier either Party may ordinarily terminate this Agreement (ordentliche Kündigung) with five (5) years' prior written notice ("Termination Period"). Prior to delivery of any termination notice under this Section 14.3, the provisions Party intending to terminate shall provide written notice of this Agreementintent to the other Party, and, upon request of the other Party, the [***] of Parent and of Licensor shall discuss the arguments of the other Party and consider in good faith whether there is an appropriate solution other than the termination. 10.2. Either 14.4 Each Party may terminate this Agreement and for cause (aus wichtigem ▇▇▇▇▇) with [***] – or with effect from such other later effective date as may be chosen by the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of terminating Party – by written notice to the other Party, in particular, if, in the case of termination by Licensor, Licensee breached its material obligations under this Agreement set forth below and such breach is so material and severe that, taking into account all the circumstances of the specific breach and weighing the interests of both Parties, the terminating Party cannot reasonably be expected to continue this Agreement: (a) if Licensee commits multiple breaches of the scope of the License as stipulated in Section 2; or (b) if Licensee commits multiple breaches of the use requirements set out in Section 6.3 (use in the registered form and appearance) or Section 6.4 (stand-alone use); or (c) if Licensee materially breaches any of the provisions (i) under Sections 7.1.2 or 7.1.3 (Quality Assurance) in a manner that creates a risk to health and safety and as a consequence thereof the Viessmann brand is significantly impacted or (ii) under Section 7.2 (Critical Incidents); or (d) if Licensee (i) at any time knowingly makes a false Royalty Report or (ii) habitually makes inaccurate Royalty Reports as determined pursuant to Section 9.3.2; or (e) if Licensee repeatedly fails to pay royalties that have become due pursuant to Section 9 on the due date; or (f) if Licensee, any of its Sublicensees or Affiliates attacks, or instructs or actively supports a third party in attacking the validity of any of the Licensed Trademarks by cancellation proceedings, opposition or otherwise; or (g) if Licensee [***]; or (h) if Licensee fails to materially comply with the Brand Guidelines in a manner that seriously ▇▇▇▇▇ the value of the Licensed Trademarks as a whole; or ▇▇▇▇▇▇ | Form of License AgreementExhibit 24.1 to the SPA (i) if the activities of Licensee or any of its Sublicensees in connection with this Agreement subjects Licensor or any of Licensor's Affiliates to material criminal liability. Any termination pursuant to this Section 14.4 requires that such breach (i) has not been cured within [***] following events occursreceipt of a written notice from the terminating Party specifying the breach; provided that if Licensee is using good faith efforts to cure such breach during such [***] cure period, such cure period shall be extended for another [***] period and (ii) has not been resolved in accordance with either Section 8.2.3(e) by the Brand Committee or Section 8.3 via the Escalation Process. 14.5 In addition to Section 14.4 above, Licensor may terminate this Agreement for cause (aus wichtigem ▇▇▇▇▇) with [***] – or with effect from such other later effective date as it may choose – by written notice to Licensee, without further requirements: 10.2.1(a) if Parent, Licensee or any member of the CS Group voluntarily or involuntarily suffers restructuring, becomes insolvent or a petition in bankruptcy is filed or any insolvency proceedings are instituted by or against it, or if it is placed in the hands of a receiver or sequestrator, or liquidates its business; or (b) if and to the extent (i) Licensee or any of Affiliates of Licensee using the Licensed Trademarks ceases to be Controlled by Parent, or (ii) Parent divests the CS Group as a whole, or (iii) Parent divests or otherwise ceases to control all, substantially all or material parts of the Licensed Business, in each case unless the [***] of Parent and Licensor have agreed on another appropriate solution. material breach by In order to allow for such [***] discussion, prior to any change of control in the other Party meaning of one or more (i) through (iii) above, Parent shall provide written notice to Licensor of its obligations arising from intent to divest, and the [***] of Parent and Licensor shall discuss in good faith whether this AgreementAgreement should be terminated upon the change of control or if there is another appropriate solution. If the [***] agree on another appropriate solution, which breach is Licensor shall not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in terminate this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period)only parts of, the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency but not all, of the other PartyCS Group or its businesses within the Licensed Business cease to be controlled by Parent, commencement of liquidation any such termination pursuant to this Section 14.5 shall be limited to such parts of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation CS Group or similar proceedings such businesses that are no longer controlled by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsParent. 10.3. In 14.6 Any negotiations and discussions as well as the event Escalation Process that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or aim at avoiding termination of this Agreement except for cause (aus wichtigem ▇▇▇▇▇) will not act as a bar to such termination if the rights issue cannot be resolved despite these negotiations and obligations which will survive by nature and any rights and obligations the Escalation Process. Each Party waives its right to oppose termination for cause (aus wichtigem ▇▇▇▇▇) on the basis that the termination trigger occurred too long ago. 14.7 This Agreement shall automatically terminate if the Share Purchase Agreement is rescinded or unwound. ▇▇▇▇▇▇ | Form of either Party having become due or accrued hereunder prior License AgreementExhibit 24.1 to the date of such expiry or terminationSPA 14.8 This Agreement will, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative case, expire with the legally binding cancellation of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do Licensed Trademarks in all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim countries of the Territory. 14.9 If the License expires or interest whatsoever is terminated in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directsaccordance with this Section 14, all signssublicenses granted by Licensee under the License shall automatically terminate, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining Licensee shall procure that they automatically terminate by including into any sublicense agreement a suitable provision to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to that effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcand Section 15 shall apply accordingly.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. a. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from commence on the Effective DateDate and continue until December 31, 2001 (the "Initial Term"), unless extended by written agreement of both parties or sooner terminated earlier as set forth below. Either party may, upon twenty (20) days written notice, terminate this Agreement in the event (a) there is a change of ownership of the other party (i.e. purchase or sale by one person or other entity) of fifty percent (50%) or more of such party's market valuation to a competitor of the first party; or (b) there is an acquisition or transfer of a controlling interest in the other party to a competitor of the first party and (c) the other party makes a greater than 50% investment (including an acquisition) of a competitor of the first party. For purposes of this Section, APM's competitors shall consist of [*] and [*], and their respective affiliates b. This Agreement may be terminated immediately by either party through written notice under any of the following conditions: i. Either party ceases to carry on business as a going concern, either party becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation (and such proceedings are not dismissed within thirty (30) days), or a receiver is appointed with respect to a substantial part of its assets. ii. Either party breaches any of the material provisions of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with fails to remedy such breach within thirty (30) days of after written notice to the other Party if any of the following events occurs: 10.2.1. material breach notification by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date party of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsbreach. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. d. Upon the expiry or termination of this Agreement, all rights and licenses granted hereunder shall terminate; provided, however, that any licenses granted to End-Customers prior to termination or expiration to use the Bundled Products shall survive termination or expiration. In addition, should APM terminate this Agreement during the Initial Term due to Section 15.b, then APM shall be entitled to a refund of all amounts paid for any reasonthat portion of prepaid royalties and maintenance fees that are unused. e. Additionally, Franchisee shallupon termination, APM shall immediately return to Kana all Proprietary Information and data (including all copies thereof) of Kana then in APM's possession or custody or control including, without limitation: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreementi. All technical materials and business plans supplied by Kana; 10.5.2ii. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaidAll manuals covering Products; and 10.5.5iii. Any customer or prospect lists provided by Kana. f. Additionally, upon termination, Kana shall immediately return to Poshtel APM all notes, memoranda Proprietary Information and data (including all copies thereof) of APM then in Kana's possession or other information concerning the Poshtel PopUp® Concept stored in whatever form (custody or control including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shalllimitation: 10.6.1i. All technical materials and business plans supplied by APM; ii. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this AgreementAll manuals covering APM's products; and 10.6.2iii. immediately cease to refer to Any customer or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel;prospect lists provided by APM. 10.7g. THE PARTIES AGREE IN THE EVENT OF TERMINATION OF THIS AGREEMENT FOR ANY REASON, NEITHER PARTY SHALL HAVE ANY RIGHTS TO DAMAGES OF ANY NATURE RELATED TO SUCH TERMINATION (BUT NOT LIMITING ANY CLAIM FOR DAMAGES A PARTY MIGHT HAVE ON ACCOUNT OF THE OTHER PARTY'S BREACH OF THIS AGREEMENT, EVEN IF THE BREACH GAVE RISE TO TERMINATION, SUCH LIABILITY BEING GOVERNED BY AND SUBJECT TO THE LIMITATIONS SET FORTH ELSEWHERE IN THIS AGREEMENT), SPECIFICALLY INCLUDING NO RIGHTS TO DAMAGES FOR COMMERCIAL SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE PROFITS, EXPENDITURES FOR PROMOTION OF ANY PRODUCTS, OR OTHER COMMITMENTS IN CONNECTION WITH THE BUSINESS AND GOOD WILL OF EITHER PARTY. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this AgreementEACH PARTY EXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR ANY TERMINATION OF A BUSINESS RELATIONSHIP.

Term and Termination. 10.1. This 15.1 The term of this Agreement shall continue in full force and effect for a period of ninety- nine (99the “Term”) years from begins on the Effective DateDate and ends October 31, unless terminated earlier 2009. At the end of the Term, this Agreement may be extended for one (1) Month by mutual agreement of the Parties. 15.2 A Party may terminate this Agreement during the Term under the provisions following circumstances: (a) Either Party fails to pay any sum owed by it to the other Party under this Agreement within fifteen (15) Business Days of the 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 15.2(a) with respect to any Disputed Items that remain outstanding in accordance with Section 3.4 of this Agreement. 10.2. (b) 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 and in the rights hereby conferred event of a material breach of this Agreement (other than for failure of payment to which Section 15.2(a) shall apply) by the other Party, its employees, agents or servants upon Franchisee at any time effective with not less than thirty (30) days of prior written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the such non-defaulting Party unless such breach has been cured within fifteen (15) 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 Terminals or Storage Tanks only, in accordance with the provisions of Sections 4.6 or 10.3 of this Agreement. 15.3 Each Party’s obligations to perform its obligations under this Agreement shall send a notice end as of the effective date of its termination in accordance with this Agreement; provided, however, that each Party shall remain liable to the defaulting Party, specifying other hereunder with respect to (a) any obligations accruing under this Agreement prior to the breach and demanding that it be remedied within four (4) weeks of the effective date of such notice ortermination, if applicable, within including any timeframe indemnification obligations provided hereunder or (b) as defined otherwise provided in this Agreement. In the event that the defaulting Party is still Notwithstanding anything in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or terminationcontrary, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this AgreementSections 6.2, for any reason7, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept 15.3, 18 and 19 shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement. If the Customer is not then in default, Customer shall be entitled to remove its Existing Asphalt Inventory from the Storage Tanks at any time. In the event that Customer is unable to remove its Existing Asphalt Inventory in the ordinary course of business, then Owner will replace the Existing Asphalt Inventory with Product of like grade and quality as that originally tendered by Customer to Owner that is immediately removable or Owner will reimburse Customer the cost of such Existing Asphalt Inventory on the date of such attempted removal.

Term and Termination. 10.1. This CCC shall have all rights granted under this Agreement shall continue in full force and effect for on a period of ninety- nine (99) years from the Effective Date, unless continuing basis until this Agreement and/or any Addenda hereto are terminated earlier under according to the provisions of this Agreement. 10.2Paragraph 22. Either Party party may terminate this Agreement and the rights hereby conferred upon Franchisee at or any time effective with applicable Addendum: (1 ) for a breach of any material provision thereof by not less than thirty (30) days written notice to the nonbreaching party specifying any such breach, unless within the time period stated in such notice all breaches specified therein shall have been remedied, or, if any such breach is not susceptible of being cured within such time period, the other party has begun and is continuing to remedy such breach diligently and without delay; or (2) immediately upon written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined party in this Agreement. In the event that such other party ceases operations in the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period)normal course or seeks to make a compromise, the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its businessassignment, or an assignment by the other Party arrangement for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to Either party may similarly terminate this agreement Agreement if the other becomes a party to bankruptcy, receivership, or similar proceedings affecting its financial condition, unless such proceedings are discharged within sixty (60) days. Upon termination of this Agreement, other than for material breach solely by CCC due to failure to make payments to DCL as specified in Addendum 1 Schedule D, which failure to make payments does not result from a good faith dispute between the parties, CCC may retain copies of the Licensed Programs solely for the purpose of providing maintenance and support to CCC's customers with immediate effect. 10.4sublicenses for the Licensed Programs or Derivative Works preexisting at the date of termination. All The obligations of confidentiality, indemnity and payment on both parties shall survive the rights and obligations arising from termination of this Agreement Agreement. No other obligation shall forthwith cease and terminate upon the expiration or survive termination of this Agreement except the rights and obligations those which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their language, nature or context are intended to survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreementhereunder.

Term and Termination. 10.1. 7.1 This Agreement shall continue become effective *** (the “Effective Date”), and shall expire at 11:59 p.m. on *** (the “Term”) unless sooner terminated as provided herein. 7.2 Either party may terminate this Agreement, immediately upon written notice to the other party, (i) if such other party is in material breach of any of its obligations under the Agreement and fails to cure such breach within *** (*** for the nonpayment of money except with respect to the Prepayment Amount and the Reservation Charges, in which case there is no cure period and no notice related thereto is required) after written notice thereof to such other party, or (ii) if such other party is insolvent or makes any arrangement with its creditors generally, or has a receiver appointed for all or a substantial part of its business of properties, or an insolvency, bankruptcy of similar proceeding is brought by or against such other party and involving such other party is not dismissed within *** of its institution, or if such other party goes into liquidation or otherwise ceases to function as a going concern. 7.3 In the event of termination of this 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 willful breach of this Agreement or any fraud, (ii) the provisions of this Section 7.3 (Effect of Termination) and Sections 7.4 (Payment), 8 (Confidentiality), 10 (Limitation of Liability), 12 (Notices), 13 (Resolution of Disputes) and 15 (Miscellaneous) of this Agreement shall remain in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions and survive any termination of this Agreement. 10.2. Either Party may terminate 7.4 Notwithstanding anything to the contrary in Section 7.3: (i) in the event Buyer terminates this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice pursuant to the other Party if any Section 7.2, Buyer shall pay, within *** of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the effective date of such notice ortermination, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition all amounts due and owing to Smart Sand for bankruptcy, corporate reorganisation or similar proceedings Products delivered by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder Smart Sand prior to the effective date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, payment for any reasonOutstanding Deferred Tons at the rate of *** per ton, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all other amounts payable by Buyer hereunder that have accrued but remain unpaid at the effective date of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directstermination, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice limitation, railcar storage costs due and owing which have not been paid prior to generalitytermination, computer softwareand any outstanding True Up Payments, etc.). 10.6. Upon the expiry or termination of this Agreement, and Smart Sand shall have no further obligations to pay any costs for any reasonReplacement Products; and (ii) in the event Smart Sand terminates this Agreement pursuant to Section 7.2, Poshtel shallBuyer shall pay, within *** of the effective date of termination, an amount equal to: 10.6.1. immediately pay (A) all amounts due and owing to Franchisee Smart Sand for Products delivered by Smart Sand prior to the full effective date of termination; plus (B) an amount equal to: (i) ***, multiplied by (ii) the difference between the total tons of all monies due / accrued each Product that Buyer was committed to Franchisee under this Agreementpurchase hereunder and the actual tons of each Product purchased by Buyer during the Term; andminus 10.6.2. immediately cease (C) an amount equal to refer the difference between: (i) the Prepayment Amount (or if the entire Prepayment Amount has not yet been paid to or identify Franchisee as representing Poshtel and/or Smart Sand, such lesser amount that has been paid to Smart Sand in accordance with Section 2.5), and (ii) the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee total payment reductions for purchased Products in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after connection with the expiration or termination of this AgreementPrepayment Amount during the Term.

Term and Termination. 10.119.2.1 The Term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on November 30, 2004 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (180) Days prior to the expiration of the Term, to the other Party to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject to the provisions of this Section 19. 19.2.2 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within forty-five (45) Days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 19.2.3 If pursuant to Section 19.2.1, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 19.2.4 and 19.2.5. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 19.2.3 other than its obligations under Sections 19.2.4 and 19.2.5. 19.2.4 Upon termination or expiration of this Agreement in accordance with Sections 19.2.1, 19.2.2 or 19.2.3: 19.2.4.1 Each Party shall continue to comply with its obligations set forth in Section 19.9, “Survival of Obligations”; and 19.2.4.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 17, “Dispute Resolution”. 19.2.5 If SBC-13STATE serves notice of expiration or termination pursuant to Section 19.2.1 or Section 19.2.3, Carrier shall provide SBC-13STATE written confirmation, within ten (10) Days, that Carrier either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its agreement. Carrier shall identify the action to be taken for each affected agreement identified in SBC- 13STATE’s notice. 19.2.6 If Carrier serves notice of expiration or termination pursuant to Section 19.2.1 or Section 19.2.3, and also wishes to pursue a successor agreement with SBC-13STATE, Carrier shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of Carrier’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 19.2.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received Carrier’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 19.2.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), Carrier withdraws its Section 252(a)(1) request, Carrier must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that Carrier does not wish to pursue a successor agreement with SBC-13STATE for a period given state. The rates, terms and conditions of ninety- nine this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (9990) years from Days after the Effective Datedate Carrier serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, unless terminated on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE receipt of Carriers notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the provisions Parties shall, have no further obligations under this Agreement except those set forth in Section 19.2.4 of this Agreement. 10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is 19.2.9 If Carrier does not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding affirmatively state that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with wishes to pursue a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this successor agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration SBC-13STATE as provided in Section 19.2.4.1 or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.Section

Term and Termination. 10.14.1. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from be deemed effective upon the Effective Date, unless terminated earlier provided however that if CLEC has any outstanding past due obligations to Sprint, this Agreement will not be effective until such time as any past due obligations with Sprint are paid in full. No order or request for services under this Agreement shall be processed before the provisions Effective Date, except as may otherwise be agreed in writing between the Parties, provided CLEC has established a customer account with Sprint and has completed the Implementation Plan described in §31 hereof. 4.2. Except as provided herein, Sprint and CLEC agree to provide service to each other on the terms of this AgreementAgreement for a period from the Effective Date through and including January 1, 2005 (the “End Date”). 10.24.3. Either In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to make any undisputed payment when due, the non- defaulting Party may immediately terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one in whole or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, in part provided that the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that so advises the defaulting Party is still in breach on writing of the date event of expiry of such notice (regardless of whether the breach has once been remedied during alleged default and the notice period), the non-defaulting Party does not remedy the alleged default within sixty (60) days after written notice thereof. 4.4. Sprint may terminate this Agreement upon ten (10) days notice if CLEC is not exchanging traffic with a written notice that takes immediate effect; and/or 10.2.3. insolvency Sprint or has not submitted orders for services or unbundled network elements pursuant to this Agreement within 180 days of the other PartyEffective Date. In addition, commencement Sprint reserves the right to terminate this Agreement immediately upon notice from the CLEC that is has ceased doing business in this state. In addition to notice from CLEC, Sprint may utilize any publicly available information in concluding that CLEC is no longer doing business in this state, and immediately terminate this Agreement. 4.5. Termination of liquidation this Agreement for any cause shall not release either Party from any liability which at the time of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for termination has already accrued to the other Party or its business, which thereafter may accrue in respect to any act or an assignment by the other Party for the benefit of creditorsomission prior to termination or from any obligation which is expressly stated herein to survive termination. 10.34.6. In Notwithstanding the event above, should Sprint sell or trade substantially all the assets in an exchange or group of exchanges that all Locations on the Territory cease Sprint uses to operate under the Poshtel PopUp Concept®provide Telecommunications Services, Poshtel shall have right to then Sprint may terminate this agreement with immediate effectAgreement in whole or in part as to that particular exchange or group of exchanges upon sixty (60) days prior written notice. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This Agreement shall continue 14.1 The term of the Party Agreements will be for period stated in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreementspecific agreement involved. 10.2. Either 14.2 In the event any material breach of a Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty by either party is not corrected within sixty (3060) days after delivery of written notice describing such breach, the particular Party Agreement may be terminated immediately upon further written notice of termination from the non-breaching party, provided however that this Clause 14.2 shall not waive or relieve any party from the requirements of Clause 8. 14.3 Either party shall also have the right to terminate such Party Agreement forthwith by giving written notice of termination to the other Party if party at any time, upon or after: Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice information subject to the defaulting Party, specifying confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the breach Securities and demanding that it be remedied within four (4) weeks of Exchange Commission. 14.3.1 the date of filing by such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing party of a petition for bankruptcyin bankruptcy or insolvency; or 14.3.2 any adjudication that such other party is bankrupt or insolvent; or 14.3.3 the filing by such other party of any legal action or document seeking reorganization, corporate reorganisation readjustment or similar proceedings by arrangement of its business under any law relating to bankruptcy or against insolvency; or 14.3.4 the other Party, appointment of a receiver or bankruptcy trustee for all or substantially all of the property of such other party; or 14.3.5 the making by such other party of any receiver, trustee, custodian or the like for the other Party or its business, or an general assignment by the other Party for the benefit of creditors; or 14.3.6 the institution of any proceedings for the liquidation or winding up of such other party's business or for the termination of its corporate charter. 10.3. In 14.4 The exclusions and limitations of Clauses 5 and 6 will survive the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either applicable Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for and the exclusions and limitations of liability and of remedies shall apply notwithstanding any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount claim of a failure of any monies due one or more remedies to Poshtel under this Agreement; 10.5.2accomplish their purpose. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directsTHE PARTIES EXPRESSLY WAIVE AND RELINQUISH ANY CONTRARY RIGHTS WITH RESPECT TO THE SUBJECT MATTER OF CLAUSES 5 AND 6 UNDER ANY AGREEMENT, all signsAND/OR APPLICABLE LAW, formsDECISION, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etcAND/OR CUSTOM OR PRACTICE.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. This Agreement 7.1 The term of this license shall commence on the Effective Date and shall continue in full force and effect until the earlier of the expiry of the license of EMBLEM as granted by EMBL for a period the EMBL Intellectual Property licensed hereunder or the expiry of ninety- nine (99) years from the Effective Dateany patents within EMBL Intellectual Property, unless otherwise terminated earlier under the provisions of in accordance with this AgreementArticle 7. 10.2. Either 7.2 Each Party may shall be entitled to terminate this Agreement with immediate effect and without further obligation to the rights hereby conferred upon Franchisee at other Party, by written notice to the other Party, if: (i) The other Party becomes bankrupt or insolvent, or (ii) The first Party obtains a successful termination judgment under section 9.2 after the other Party commits a material breach of any time effective with thirty substantial obligation under this Agreement and falls within sixty (3060) days of written notice of such breach to remedy the other Party same if any capable of the following events occurs:remedy or if incapable of remedy to pay adequate compensation therefore. 10.2.1. material breach 7.3 LICENSEE shall be entitled to terminate this Agreement with immediate effect and without further obligation to EMBLEM, by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a written notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice orEMBLEM, if applicable, within any timeframe the patent applications as defined specified in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party Appendix I do not lead to patents. 7.4 EMBLEM may terminate this Agreement with if LICENSEE has sold Products below a written notice that takes immediate effect; and/or 10.2.3total value of 100.000 EUR within the initial period of this License Agreement of three (3) years. insolvency Notwithstanding the foregoing, the parties remain free to negotiate an adjustment of the other Party, commencement royalties instead of liquidation of terminating the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditorsAgreement. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel 7.5 Termination of this Agreement for any reason shall have right to terminate this agreement with immediate effect. 10.4. All not affect the rights and obligations arising from this Agreement shall forthwith cease and terminate upon of the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or Parties accrued hereunder prior to the date of termination of the Agreement. In particular: (i) The rights and obligations of the Parties to sell Licensed Products shall survive termination of the Agreement, provided such expiry Licensed Products were manufactured by LICENSEE or an Affiliate of LICENSEE prior to the date of termination. Royalties shall be paid according to Articles 3.1 and 3.2. (ii) The rights and obligations of the Parties under Article 6 shall survive termination of this Agreement for a period of two (2) years following termination. (iii) Payments made under this contract prior to termination shall not be refundable, unless otherwise expressly stipulated in provided EMBLEM has met all obligations made under this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.115.1 This Agreement shall become effective upon the Effective Date. This Agreement shall continue remain in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless until expired or terminated earlier under in accordance with the provisions of this Agreement. 10.2. Either 15.2 Unless earlier terminated as set forth in this Agreement, this Agreement shall continue in effect until expiration of Licensed Patents or for a period of [***] ([***]) [***] from the Effective Date whatever comes last. 15.3 This Agreement may be prematurely terminated in writing with immediate effect by a Party for good cause (“wichtiger ▇▇▇▇▇”), or having such right as herein below provided - and notwithstanding any other rights such Party may terminate this Agreement and have - upon the rights hereby conferred upon Franchisee at any time effective with occurrence of one of the following events: 15.3.1 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 entered appointing a receiver or trustee or a levy or attachment is made against a substantial portion of its assets which order is not vacated within thirty (30) days from date of entry, or if any assignment for the benefit of its creditors is made; 15.3.2 by either Party in the event that the other Party has failed in the performance of any material contractual obligation herein, including the obligations of either Party agreed herein to develop, prepare and market certain products, tools or other items, provided that such default is not remedied to the first Party’s reasonable satisfaction within sixty (60) days after receipt of written notice to the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach nature of such default and demanding that it be remedied within four (4) weeks requiring remedy of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event same and further provided that the defaulting first Party is still has not committed any antecedent breach. By QIAGEN for convenience with 180 days’ notice on product by product basis. For the avoidance of doubt, termination of all Licensed [***] Products would result in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency termination of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 13.1 This Agreement shall continue will be in full force and effect from the Effective Date for a period of ninety- nine three (993) years from the Effective Date("Term"). Thereafter, this Agreement shall automatically renew for one (l) year terms, unless terminated earlier either party provides the other party with written notice of its intent not to renew at least sixty (60) days prior to the end of the original term or any renewal term. 13.2 Either party may delay performance under the provisions of this Agreement or terminate this Agreement. 10.2. Either Party may terminate this Agreement , in whole or in part, in the event of a default by the other, provided that the non-defaulting party so advises the defaulting party in writing of the event of alleged default and the rights hereby conferred upon Franchisee at any time effective with defaulting party does not remedy the alleged default within thirty (30) days of after written notice to thereof. If the other Party if any of the following events occurs: 10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach alleged default is not remediable; 10.2.2. a breach by capable of being remedied within thirty (30) days, the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, defaulting party must commence to remedy the alleged default within such thirty (30) day period and provide to the non-defaulting Party party a plan for timely remedying the alleged default in order to avoid termination. A default shall send include: (i) a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks party's insolvency or initiation of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation bankruptcy or similar receivership proceedings by or against the other Party, appointment of any receiver, trustee, custodian a party or the like for the other Party or its business, or execution of an assignment by the other Party for the benefit of creditors; or (ii) either party's material breach of any of the terms or conditions hereof including the failure to make any payment when due. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the 13.3 The expiration or termination of this Agreement except the rights for any cause shall not release either party from: (i) any obligations and obligations which will survive by nature and duties remaining under any rights and obligations of either Party having become due or accrued hereunder Order entered into prior to such expiration or termination; (ii) any liability which at the time of expiration or termination has already accrued to the other party, or, which thereafter may accrue in respect to any event prior to expiration or termination; or (iii) any liability from any obligation specified in Section l5.l8 below to survive expiration or termination. 13.4 In the event of a termination of this Agreement by Company due to Nortel's material breach, Company shall be released from any unfulfilled Volume Commitment or unmet Volume Targets from and after the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement.; 10.5. Upon 13.5 In the expiry or event of termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies Agreement by Nortel due to Poshtel under this Agreement; 10.5.2. immediately cease Company's material breach, Company shall pay Nortel any amounts due pursuant to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions Section 2.5 of this Agreement which expressly or by their nature survive expiration or termination as of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination date of this Agreementsuch termination.

Term and Termination. 10.112.1. This Except as otherwise provided in the Agreement, the Agreement shall continue in full force expire at the moment that all Services have been executed and effect for a period of ninety- nine (99) years from the Effective Datecompleted, unless the Agreement is terminated earlier under the provisions of this Agreementas provided in Section 12.2 or 12.3. 10.212.2. Each Party may terminate the Agreement without cause upon 1 (one) month prior written notice. 12.3. Either Party may forthwith terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of prior written notice to upon: a) the breach of any material provision of this Agreement by the other Party if any (i) such breach is not curable or (ii) if curable, the breaching Party has not cured such breach within 30 (thirty) day period following receipt of a written notice by the following events occurs:non-breaching Party substantiating such breach ("ingebrekestelling"); 10.2.1. material breach by b) the filing or institution of bankruptcy, liquidation or receivership proceedings of the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable; 10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party a receiver or custodian is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of appointed for the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or if its business, or an assignment by the other Party for the benefit of creditorsbusiness is discontinued. 10.312.4. If the Customer chooses to terminate the Agreement prior to its completion, the Customer is obliged to pay the fee for any Services performed by SysBioSim until the effective date of termination. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right Customer chooses to terminate this agreement with immediate effectthe Agreement prior to its completion pursuant to Section 12.2, the Customer shall, furthermore, reimburse to SysBioSim all (out of pocket and internal) costs that will be reasonably incurred by SysBioSim after the effective date of termination of the Agreement pursuant to commitments entered into by SysBioSim prior to the effective date of termination provided, however, that SysBioSim will use commercially reasonable efforts to mitigate such costs. 10.412.5. All The terms of Article 8 of these General Terms and Provisions shall survive 5 (five) years after termination or expiration of the Agreement. Articles 9, 11, 13 and 15 shall survive for an indefinite period of time. In addition, any other provisions which are required to interpret and enforce the Parties' rights and obligations arising from this under the Agreement shall forthwith cease and terminate upon the also survive any termination or expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, but only to the extent required for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept observation and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all performance of the Intellectual Property Rights and (Agreement. 12.6. SysBioSim will, at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any request of the Intellectual Property Rights Customer, return all information and documentation provided by the Customer upon termination or to permit the authorised agents of Poshtel to enter the Locations to effect any completion of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreement.

Term and Termination. 10.1. 12.1 This JV Agreement shall commence when fully signed by the Parties hereto and shall continue in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under pursuant to the provisions of this AgreementArticle 12 or by mutual written agreement of the Parties. 10.2. Either Party 12.2 This JV Agreement may terminate this Agreement be terminated and the rights transactions contemplated hereby conferred upon Franchisee at any time effective with thirty (30) days of abandoned by a Party sending written notice to the other Party if any of upon the following events occurs: 10.2.1. material breach by the other Party occurrence of one or more of its obligations arising from this Agreement, which breach is not remediable;the following events: 10.2.2. a breach by (a) if the other Party shall commit a material breach of one or more any of its obligations arising from under this JV Agreement, which which, if remediable, is not remedied within thirty (30) business days from the giving of written notice requiring said breach can to be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four ; (4b) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of its creditor(s), or any Third Party shall file for the other Party’s businessliquidation, filing of a petition for bankruptcy, corporate reorganisation reorganization, or similar proceedings dissolution, or if the other Party is unable to pay any debts as they become due, or if the creditor(s) of the other Party have taken over its management. 12.3 Termination of this JV Agreement shall be without prejudice to the accrued rights and liabilities of the Parties at the date of termination, unless waived in writing by or against mutual agreement of the Parties. 12.4 Upon termination of this JV Agreement, each Party shall discontinue use, cancel and return to the other Party, appointment all confidential and/or proprietary information of any receiver, trustee, custodian or the like for the other Party that has been furnished or its businessobtained in contemplation of the transactions contemplated hereunder or in connection with this JV Agreement and the Related Agreements, together with all reproductions and copies thereof and other written documents related thereto retaining no reproductions or an assignment by copies or other written documents relating to such confidential and/or proprietary information. 12.5 If this JV Agreement is terminated and the other Party transactions contemplated hereby are abandoned, this JV Agreement shall become null and void, except for the benefit of creditors. 10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Article 12 and the other provisions of this JV Agreement which expressly or which, by their nature survive expiration or termination of this Agreementnature, including, but not limited to, clauses 7,9,13,15 will remain in effect after the expiration or termination of this Agreementare intended to survive.

Term and Termination. 10.1. 13.1 This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from the Effective DateDate until ****, unless earlier terminated earlier under as provided herein (“Term”). 13.2 Notwithstanding anything to the provisions of contrary in Section 18.11 (“Force Majeure”), If any Japanese governmental agency, entity or authority requires (including through administrative guidance) any changes to this Agreement. 10.2. Either Party , PI may terminate this Agreement and immediately if the rights hereby conferred upon Franchisee changes are, in PI’s sole discretion, detrimental to PI’s interests or otherwise not reasonably acceptable to PI, without liability of any kind. 13.3 In the event that either party has committed a material breach of this Agreement, the other party shall have the right to terminate this Agreement by giving sixty (60) days’ written notice of termination specifying any alleged material breach or breaches, such termination to become effective at the end of said period unless during said period all material breaches specified have been remedied or waived. 13.4 Either party shall also have the right to terminate this Agreement with immediate effect by giving written notice of termination to the other party at any time effective with thirty (30) days upon or after the occurrence of written notice to the other Party if any of the following events occurswith respect to such other party: 10.2.1. material breach by the 13.4.1 Insolvency, bankruptcy, reorganization or liquidation or filing of any application therefor, or other Party commitment of one or more an affirmative act of its obligations arising from this Agreementinsolvency, which breach is not remediablepromptly removed or stayed; 10.2.2. a breach by the other Party 13.4.2 Attachment, execution or seizure of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks substantially all of the date assets or filing of such notice or, if applicable, within any timeframe as defined in this Agreement. In application therefor which is not promptly released or stayed; 13.4.3 Assignment or transfer of that portion of the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate business to which this Agreement with pertains to a written notice that takes immediate effect; and/or 10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party trustee for the benefit of creditors; 13.4.4 Termination of its business or dissolution. 10.3. 13.6 No failure or delay on the part of either party in exercising its right of termination hereunder for any one or more causes shall be construed to prejudice its rights of termination for such cause or any other or subsequent cause. 13.7 In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect. 10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement. 10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall: 10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement; 10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in any way as a Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between it and Poshtel; 10.5.3. immediately cease to use in any way whatsoever any and all of the Intellectual Property Rights and (at Franchisee's reasonable expense) do all such acts and things and execute all such documents as Poshtel requires to disassociate Franchisee from any claim or interest whatsoever in the Intellectual Property Rights or any part thereof; 10.5.4. return to Poshtel or otherwise dispose of or destroy as Poshtel directs, all signs, forms, specifications, designs, records, data, furniture, equipment, hardware, decorative elements and colours pertaining to or concerning the Poshtel PopUp® Concept or bearing any of the Intellectual Property Rights or to permit the authorised agents of Poshtel to enter the Locations to effect any of the aforesaid; and 10.5.5. return to Poshtel all notes, memoranda or other information concerning the Poshtel PopUp® Concept stored in whatever form (including, without prejudice to generality, computer software, etc.). 10.6. Upon the expiry or termination of this Agreement, for any reason, Poshtel shall: 10.6.1. immediately pay to Franchisee the full amount of all monies due / accrued to Franchisee under this Agreement; and 10.6.2. immediately cease to refer to or identify Franchisee as representing Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter require or identify Franchisee in any way as a Master Franchisee and or a representative of Poshtel and refrain from any action that would or may indicate any relationship between Franchisee and Poshtel; 10.7. The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, clauses 7,9,13,15 will remain in effect within sixty (60) days after the expiration or termination of this Agreement, the receiving party shall return to the disclosing party all media and documentation containing the CONFIDENTIAL INFORMATION and render unusable all said CONFIDENTIAL INFORMATION placed in any storage apparatus under the receiving party’s control in accordance with the instruction of the disclosing party. 13.8 The termination or expiration of this Agreement shall not release either party from any liability which at said date of termination or expiration has already accrued to the other party. OKI waives any right to damages for termination or expiration of this Agreement in accordance with its terms except for affected WIP and WAFER inventory. 13.9 In the event that this Agreement is terminated by PI pursuant to Section 13.3 or Section 13.4, OKI will compensate PI for PI’s unrealized WAFER price benefit due to such termination. 13.10 This Agreement amends and restates the WSA and shall not serve to terminate or cause the expiration of the WSA or any rights or obligations that accrued under it on or before the Effective Date of this Agreement. 13.11 Notwithstanding any termination or expiration of this Agreement, the provisions of Articles 1, 11,and 12, Sections 13.7, 13.8, 13.9, 13.10, this Section 13.11, and Articles 14, 15, and 18 shall survive this Agreement.