Common use of Term and Termination Clause in Contracts

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 9.4 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 9.5 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 9.6 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 9.7 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 9.8 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order 10.1 This Agreement shall continue for Services shall take effect on the Order date and remain in effect until any agreed end date specified Term as set out in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsand any subsequent renewal term. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 10.2 Either party may by notice in writing terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if if: 10.2.1 the other party: a. is in material party commits a breach of any of its obligations under the Agreement or an Order provisions of this Agreement, and, in : (a) the case of a breach which is capable of remedy, remedy and the other party fails to remedy such the breach within thirty (30) 30 days of notice receipt of a written notice; (b) the breachbreach is not capable of remedy; or b. voluntarily files (c) the breach is a petition under bankruptcy material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or insolvency law; has when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a receiver resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver appointed receiver, administrator or similar officer over it the whole or part of any of its assets; passes or 10.2.3 the continued performance thereof is prevented by reason of a resolution for windingForce Majeure Event as defined (and in accordance with sub-upclause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a court breach of competent jurisdiction makes an order to that effectthis Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or or 10.3.3 The Client is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form a Change of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationControl Event; and (iii) neither party shall have any further right or obligation with respect to the other except as / or 10.3.4 Specific provisions set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement relevant Service Specifications apply.

Term and Termination. 9.1 Each Order for Services shall take effect on 13.1 In relation to the Order date and remain in effect until any agreed end date provision of Products, unless otherwise specified in writing, this Agreement shall come into effect upon the Order or Commencement Date, and, subject to other terms of this Agreement, shall continue in force until Activ cease providing the Products and all Services under such Order outstanding Charges owing to Activ by the Customer have been provided, unless terminated sooner paid in full or the termination of this Agreement in accordance with these Termsits provisions, whichever is sooner. 9.2 Unless 13.2 In relation to the provision of Services, unless otherwise stated specified in writing, this Agreement shall come into effect upon the Commencement Date, and, continue for an Order, each Order initial period of 12 calendar months and thereafter automatically renew for Services may be successive 12 calendar month periods unless and until terminated for convenience by in accordance with the terms and conditions of this Agreement or either Party by providing thirty (30) days’ prior party provides not less than 3 calendar months written notice to the other Partyparty such notice to expire no earlier than the next anniversary of the Commencement Date. 9.3 13.3 Without prejudice to any limiting its other rights or remedies to which We or You may be entitledremedies, either each party may terminate an Order or this Agreement without liability with immediate effect by giving written notice to the other at any time with immediate effect upon written notice if party if: 13.3.1 the other party: a. is in party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days after receipt of notice in writing to do so; 13.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the breach; orInsolvency ▇▇▇ ▇▇▇▇ or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇ or (being a partnership) has any partner to whom any of the foregoing apply; b. voluntarily files 13.3.3 the other party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten to cease to carry on business; more other companies or the solvent reconstruction of that other party; 13.3.4 a petition is subject to any analogous event filed, a notice is given, a resolution is passed, or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 order is made, for or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance winding up of the Services; other party (iibeing a company) You shall promptly pay Us other than for all Services provided the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; 13.3.5 the other party (being an individual) is the subject of a bankruptcy petition or order; 13.3.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and Fees and expenses due up such attachment or process is not discharged within 14 days; 13.3.7 an application is made to courts, or an order is made, for the date appointment of termination; and an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (iiibeing a company); 13.3.8 the holder of a qualifying charge over the assets of the other party (being a company) neither has become entitled to appoint or has appointed an administrative receiver; 13.3.9 a person becomes entitled to appoint a receiver over the assets of the other party shall have or a receiver is appointed over the assets of the other party; 13.3.10 any further right event occurs, or obligation proceeding is taken, with respect to the other except as set out party in this Section and in such Sections any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.3.1 to Clause 13.3.8 (inclusive); 13.3.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; 13.3.12 the other party's financial position deteriorates to such an extent that in Activ's opinion the Customer's capability to adequately fulfil its obligations under this Agreement which has been placed in jeopardy; or 13.3.13 the other party (being an individual) dies or, by their nature would continue beyond reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 13.4 Without limiting its other rights or remedies, Activ may: 13.4.1 terminate this Agreement with immediate effect by giving written notice to the terminationCustomer if the Customer fails to pay any amount due under this Agreement on the due date for payment; or 13.4.2 suspend the supply of Services or all further deliveries of Products under this Agreement or any other Agreement between the Customer and Activ if the Customer fails to pay any amount due under this Agreement on the due date for payment, cancellation or expiration the Customer becomes subject to any of the Agreement events listed in Clause 13.3.1 to Clause 13.3.12, or Activ reasonably believes that the Customer is about to become subject to any of them.

Term and Termination. 9.1 Each Order for Services shall take effect 6.1 Your Subscription commences on the Order date and remain in effect until any agreed end effective date specified in the Order or until all Services under such Order have been providedOrder, unless terminated sooner but in no event later than the Delivery Date of the Celonis Software (in accordance with these Terms. 9.2 Unless Section 3.2). Your Subscription continues for the Initial Subscription Term and unless otherwise stated in an the Order, the Initial Subscription Term of each Order is thirty-six (36) months. Thereafter, it automatically renews for Services may be terminated for convenience by either Party by providing thirty successive periods of 12 months (30each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other Partyparty of its intention not to renew the Subscription. Unless otherwise agreed in Your Order, Your Subscription may only be terminated in accordance with this Section 6.1 and Section 6.2 below. 9.3 6.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 6.2.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 6.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-winding- up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 6.3 On termination of an Order or this Agreement Your Subscription for any reason: : 6.3.1 Your right of use granted under the Agreement shall immediately terminate; and 6.3.2 You shall make no further use of any Celonis Software, Documentation and copies thereof and, at Your choice, either (i) each party shall immediately return delete them from all Your equipment and storage media and certify to the other all papers, materials, Confidential Information and other properties of the other held by it Us in connection with the performance of the Serviceswriting that you have done so; or (ii) return them to Us. Where required by applicable law, You shall promptly pay Us for all Services provided and Fees and expenses due up are permitted to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections keep a copy of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement required items for Your archiving purposes.

Term and Termination. 9.1 Each Order for 12.1 This Master Services Agreement shall take effect commence on the Effective Date and shall continue until the expiration of the Subscription Term of all Subscriptions (or until all Services have been provided, if later) unless otherwise terminated as provided in this section 12. 12.2 Each Subscription purchased under an Order date and remain in effect until any agreed end date Form shall commence on the Date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in accordance with these Terms.the applicable Order Form, the Subscription shall 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 12.3 Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate this Master Services Agreement or an Order or this Agreement Form without liability to the other at any time with immediate effect upon written notice if the other partyParty: a. 12.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. voluntarily files 12.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 12.4 On termination or expiration of this Master Services Agreement or an applicable Order Form for any reason: 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an individual Order or this Agreement for any reason: Form only) shall (i) each party immediately terminate and Client shall immediately return to cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; ; 12.4.2 Client shall (iii) You shall in the case of termination of this Master Services Agreement, promptly pay Us for all Services provided and Fees and expenses due up or to become due through the effective date of termination; and (iiiii) neither party in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; and 12.4.3 the Parties shall have any further right or obligation comply with respect to the other except as obligations set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement section 13.4.

Term and Termination. 9.1 Each 11.1 Unless otherwise agreed in a Sales Order for Services Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall continue for the Order or until all Services under such Order have been providedInitial Subscription Term; and (b) after the Initial Subscription Term, the Agreement shall automatically renew for successive periods of 12 months (each a “Renewal Period”) unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior party gives written notice to the other Partyto terminate the Agreement not less than 60 days before the end of the Initial Subscription Term or any Renewal Period (as the case may be), in which case the Agreement shall terminate at the end of the Initial Subscription Term or Renewal Period (as applicable). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 9.3 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving written notice to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. 11.3 Without prejudice to any other rights or remedies which We or You the parties may be entitledhave, either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon immediately on giving written notice if to the other partyif: a. (a) (i) the other party is in material breach of any of its obligations under the Agreement where the breach is incapable of remedy; or an Order and, (ii) the other party is in material breach of the case of a Agreement where the breach which is capable of remedy, remedy and fails to remedy such that breach within thirty fourteen (3014) days of after receiving written notice of the such breach; or b. voluntarily files a petition under bankruptcy (b) the other party enters into an arrangement or insolvency law; has a receiver composition with or for the benefit of its creditors, goes into administration, receivership or administrative receiver appointed over it receivership, is declared bankrupt or any of its assets; passes a resolution for winding-up) insolvent or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; is dissolved or otherwise ceases or threaten to cease to carry on business; or is subject to or (c) any analogous event or proceeding happens to the other party in any applicable jurisdictionjurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 11.4 On termination of an Order or this the Agreement for any reason: : (ia) all licences granted by Qubit under the Agreement shall immediately terminate; (b) each party shall immediately (and the Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as directed by the other party and make no further use of any equipment, property, Confidential Information, the Services (including the Script) and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and (c) the accrued rights of the other held by it parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall not be affected or prejudiced. 11.5 For the avoidance of doubt, if the Customer has entered into more than one Agreement with Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to writing, terminate the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreements.

Term and Termination. 9.1 Each 8.1 The term of an Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services Form under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for which Services may be used by Customer shall commence on the applicable Order Form Effective Date (unless otherwise specified in such Order Form) and shall continue for the period of time as set forth on such Order Form (“Services Term”), unless earlier terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Partyas provided herein. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 8.2 Either party may terminate an the Agreement and/or any Order or this Agreement without liability to Form; (a) If the other at party materially breaches any time with immediate effect upon written notice if the other party: a. is in material breach term or condition of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy cure such breach within thirty (30) days after receiving written notice thereof; or (b) If the other party becomes insolvent or makes any assignment for the benefit of notice creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of the breach; or b. voluntarily files a any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or insolvency law; has a trustee, administrator or receiver appointed for its business or assets or any part thereof, Notwithstanding the foregoing, Google may terminate the Agreement if Customer breaches Section 1.3.3 (Prohibited Actions), Section 2.1 (Google Rights). Section 2.3 (License Grants; Brand Features) or Section 7 (Confidentiality) and falls to cure such breach within seven (7) days after receiving written notice thereof (or upon an earlier date, If Google has a good faith belief that such a breach will cause Google to suffer immediate and ***** Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. irreparable harm, and on that basis initiates a proceeding to obtain injunctive or other equitable relief to prevent such immediate and irreparable harm, provided that Google has previously notified Customer of the breach and the harm to be avoided, in which case the date that Google files such request for relief shall be the effective date of such termination). In addition, upon five day written notice (or such shorter period as required to avoid any violation of applicable law, judicial or administrative receiver appointed over order or regulation), either party may terminate this Agreement if either party reasonably determines that applicable laws make it or any of its assets; passes impossible to continue performing under an Order Form (provided that, in such event, if a resolution for winding-up) or a court of competent jurisdiction makes an order party could legally continue to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding perform under other Order Forms, at the other party’s option, those Order Forms shall remain in any applicable jurisdictionforce). 9.4 In 8.3 Upon the event We terminate an Order pursuant to Section 9.3 expiration or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this the Agreement for any reason: (i) all license rights granted herein shall terminate; (ii) each party shall immediately within thirty (30) business days pay to the other all amounts due or that have otherwise accrued as of the date of such expiration or termination; (iii) each party shall return to the other party, or destroy and certify the destruction of, all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationparty; and (iiiiv) neither each party shall have any further right or obligation with respect to will promptly stop using the other except party’s Brand Features, including the Adwords Program Link and the Attribution Graphic, in each case as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation applicable. 8.4 The termination or expiration of an individual Order Form shall not have the Agreement effect of terminating any other individual Order Form or this GSA unless expressly agreed to by the parties in writing. If an Order Form (but not this GSA) terminates or if the Services Term set forth in an Order Form expires, all of Customer’s rights to use the applicable Services, and all other rights and licenses granted by Google to Customer as set forth in such Order Form, if any, shall cease immediately. Termination of all Order Forms hereunder shall result in the termination of this GSA.

Term and Termination. 9.1 Each Order for Services shall take effect 6.1 Your Subscription commences on the Order date and remain Date, but in effect until any agreed end date specified in no event later than the Order or until all Services under such Order have been provided, unless terminated sooner Delivery Date of the Software (in accordance with these Terms. 9.2 Unless Section 3.2). Your Subscription continues for the Initial Subscription Term and unless otherwise stated in an the Order, the Initial Subscription Term of each Order is thirty-six (36) months. Thereafter, it automatically renews for Services may be terminated for convenience by either Party by providing thirty successive periods of 12 months (30each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other Partyparty of its intention not to renew the Subscription. Unless otherwise agreed in Your Order, Your Subscription may only be terminated in accordance with this Section and Section 6.2 below. 9.3 6.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 6.2.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 6.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) up or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 6.2.3 On termination of an Order or this Agreement Your Subscription for any reason: reason your rights of you use are immediately terminated and You shall make no further use of any Software, Documentation and copies thereof and, at Your choice, either (i) each party shall immediately return delete them from all Your equipment and storage media and certify to the other all papers, materials, Confidential Information and other properties of the other held by it Us in connection with the performance of the Serviceswriting that you have done so; or (ii) return them to Us. Where required by applicable law, You shall promptly pay Us for all Services provided and Fees and expenses due up are permitted to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections keep a copy of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement required items for Your archiving purposes.

Term and Termination. 9.1 Each Order 10.1 This Agreement shall commence on the Commencement Date and shall, subject to the remainder of this clause 10, continue in force for Services shall the Term set out in the Front Sheet, or until terminated either party serving on the other no less than ninety (90) days' prior written notice, such termination to take effect on the Order date and remain in effect until any agreed end date specified in expiry of such notice period. 10.2 Where the Order or until all Services under such Order have been providedApproved Activity Provider serves notice of termination to ASL, unless terminated sooner in accordance with these Terms10.1 ,notice must be written and served by the DofE Licence Holder, or person(s) of equivalent status within the Approved Activity Provider where the DofE Licence Holder is unavailable. 9.2 Unless otherwise stated in an Order, each Order for Services may 10.3 Each party shall be terminated for convenience entitled to terminate this Agreement by either Party by providing thirty (30) days’ prior written notice to forthwith if: (a) the other Party.enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof; or 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (b) the other at any time with immediate effect upon written notice if ceases or threatens to cease to carry on its business or is otherwise unable to meet its debts as they fall due; or (c) the other party: a. is in party commits a material or persistent breach of any of its obligations under the Agreement or an Order andthis Agreement, and (in the case of a breach which is capable of remedy, fails to remedy ) such breach is not remedied within thirty (30) days of notice of the breach; orsame. b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it 10.4 ASL shall be entitled to terminate this Agreement by written notice forthwith if there shall be any change in Control of the Approved Activity Provider or any holding company of its assets; passes a resolution for winding-upthe Approved Activity Provider, where "Control" means the ability to direct and/or control the affairs, and/or secure the conduct of the affairs, of the Approved Activity Provider or any holding company (as the case may be) whether by virtue of contract, ownership of shares or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionotherwise. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form 10.5 The termination of allotments/contingents) this Agreement, however arising, shall be nonwithout prejudice to: (a) the rights and obligations of either party accrued prior to termination; and (b) the operation of provisions hereof which expressly or impliedly have effect after termination including those relating to Confidentiality (14.3). 10.6 The Approved Activity Provider shall co-refundable operate fully with ASL or the Licensed Organisation before, during and We shall be under no obligation after termination of this Agreement to refund facilitate so far as reasonably possible the continued provision of the Services, either by the Charity or through an alternative activity provider selected by ASL, the Charity or the Licensed Organisation. Without prejudice to You any such prepaid Service Fees even where as this obligation, the Approved Activity Provider shall, in addition, if requested by ASL or the Charity, continue to provide the Services to Participants who are at the date of termination You have receiving the Training and/or such further post-termination period as ASL, the Charity or the Licensed Organisation may request (such period not yet called off to exceed six (6) months) on the terms of this Agreement, including the terms of payment relating to the Activity Fee, the Participant Fee and the Licence Fee. 10.7 Subject to the requirements of clause 5.3.4, all Servicesmaterials bearing the Trade Marks or containing a reference to the name of ASL, the Charity or the DofE Programmes must be either delivered up to ASL and/or the Charity or destroyed (at the election of ASL and/or the Charity in its sole discretion), including in the case of electronic copies permanently deleted, either (i) in situations where this Agreement is terminated in accordance with clause 10.1, within the ninety (90) day notice period for termination referred to therein or (ii) in situations where this Agreement is cancelled or terminated pursuant to clause 10.4, immediately upon termination. After termination of this Agreement in no event shall the Approved Activity Provider make or claim an association, commercial or non-commercial, to the DofE Programmes, ASL or the Charity, including (without limitation) creating an association through misleading statements or conduct. 9.5 Termination 10.8 On the termination of any Order this Agreement the Approved Activity Provider shall have no effect on any other Order return to ASL or the Charity all data provided to it by ASL or the Charity and all records kept by the Approved Activity Provider as part of its performance of the Services under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 3.1 This Agreement shall take effect enter in to force on the Order date Commencement Date and remain in effect shall continue for a period of 24 months (“Term”). After the Term, this Agreement shall continue on a rolling monthly basis until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party giving not less than (3) three months written notice, such notice not to issue before the expiry of the Term or initial period of any Supplemental Agreement that is governed by providing thirty (30) days’ prior the terms of this Agreement. For the avoidance of doubt, termination of this Agreement for any reason shall not result in termination of any Supplemental Agreement governed by the terms of this Agreement. 3.2 Either Party may, upon written notice to the other Party.other, terminate the Agreement in the following circumstances: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; ; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is remedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Licence to run its Network, or is subject to any analogous event or proceeding where a renewal of such Licence has not been granted in any applicable jurisdictiona timely manner. 9.4 In 3.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 3.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be released from its obligation under this Agreement until any balance due is paid without affecting the non-refundable breaching Party’s right to continue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate this Agreement without liability or right to compensation for the defaulting Party. 3.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services 7.1 This Agreement may be terminated for convenience at any time by 60 days notice from either Party party to this Agreement, except that the terms of this Agreement shall remain in full force and effect whilst any Deposits remain outstanding. 7.2 The Agent may at any time by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledThird Party Deposit Provider, either party may immediately terminate an Order or this Agreement without liability if any of the following events shall occur: (a) the Third Party Deposit Provider is in breach of any of the representations and warranties set out in Clause 8; or (b) any event occurs which will or would, in the reasonable opinion of the Agent, cause the Third Party Deposit Provider to be required to withhold or deduct at source for or on account of taxation in respect of interest payable under this Agreement; or (c) the Third Party Deposit Provider ceases or threatens to cease to carry on business or is unable to pay its debts when due; or (d) an order is made or an effective resolution is passed (otherwise than for the purposes of or pursuant to a reconstruction or amalgamation) for the winding up of the Third Party Deposit Provider or an order is made for the appointment of an administrator or receiver to the other at Third Party Deposit Provider or any time with immediate effect upon written notice if analogous event occurs or any analogous action is taken under any law by which the other party:Third Party Deposit Provider or any of its assets is bound or affected; or a. is in material breach of (e) the Third Party Deposit Provider fails to perform any of its obligations under this Agreement and such failure remains unremedied at the Agreement or an Order and, expiry of the third Business Day specified in the case of a breach which is capable of remedynotice served pursuant to this Clause 7.2, fails provided that the notice shall have specified the failure in question and the action required to remedy it. For the avoidance of doubt, the termination of this Agreement pursuant to this Clause 7.2 shall not terminate any outstanding Deposit and the terms of this Agreement shall remain in full force and effect in respect of each such breach within thirty (30) days Deposit until the maturity date of notice each such Deposit. 7.3 Any termination of this Agreement shall be without prejudice to the accrued rights of each of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or parties hereto in respect of any antecedent breach by any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination other parties hereto of any Order shall have no effect on any other Order under of the provisions of this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 14.1 The Agreement shall take effect on the Order date continue (and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner subject to earlier termination in accordance with these Termsthe Agreement) until expiry as set out at the front of this Agreement. 9.2 Unless otherwise stated in an Order14.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without without prejudice to any its other rights or remedies to which We or You may be entitledremedies, either party may terminate an Order or this the Agreement with immediate effect without incurring any liability to the other Party by giving notice in writing to the other Party at any time with immediate effect upon written notice time: (a) if the other party: a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, ) fails to remedy such the breach within thirty (30) 14 days of notice of after receiving the breachnon-defaulting Party's request in writing to do so; or b. voluntarily files a petition under bankruptcy (b) if the other Party suffers any event or proceeding in respect of its insolvency law; has a receiver or administrative receiver appointed over it any similar state of affairs. 14.3 The Company may, without prejudice to its other rights or remedies, terminate the Agreement with immediate effect without any incurring any liability to the Supplier by giving notice in writing to the Supplier at any time: (a) if the Supplier or any of its assetsofficers, employees or agents commits any act of bribery described in the Bribery Act 2010 or other Applicable Laws; passes a resolution for winding-upor (b) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into commits any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionmoney laundering offences. 9.4 In 14.4 Following termination of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Agreement: (a) the Company’s sole liability in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in respect of the form of allotments/contingents) Supplies shall be non-refundable to pay to the Supplier a fair and We shall be under no obligation reasonable Fee for all Supplies provided to refund to You any such prepaid Service Fees even where as at the satisfaction of the Company before the date of termination You have not yet called off termination, provided that the Supplier submits a valid invoice for such Fees within 60 days after such date; and (b) the Supplier shall deliver up to the Company, or otherwise dispose of at the Company’s direction, all ServicesConfidential Information of the Company in the possession or under the control of the Supplier, any Connected Person, or its or their Personnel. 9.5 14.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party whatever reason shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up not affect either Party’s rights or remedies that have accrued prior to the date of termination; and (iii) neither party shall have any further right . 14.6 On the expiry or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement which by their nature would continue beyond for any reason whatsoever: (a) subject to Clause 14.4, the termination, cancellation or expiration relationship of the Agreement Parties shall cease save as (and to the extent) provide for in this Clause 14.6; and (b) the provisions of Clauses 6 (Quality of Supplies and Approvals), 8 (Remedies of the Company), 9 (Intellectual Property) 10 (Liability), 11 (Indemnity), 13 (Data Protection), 16 (Taxation), 17 (Confidentiality), 22 (Notices) and 24 (Governing Law and Jurisdiction) and any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in force and effect.

Term and Termination. 9.1 Each Order for Services shall take effect 13.1. This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Order date Effective Date and remain shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one day (each a Renewal Period), unless: 13.1.1. after at least fourteen (14) calendar days have passed since the Effective Date, either party notifies the other party of termination, in effect until writing, at least 24 hours before the end of the Initial Subscription Term or any agreed end date specified Renewal Period, in which case this agreement shall terminate upon the Order expiry of the applicable Initial Subscription Term or until all Services under such Order have been provided, unless Renewal Period; or 13.1.2. otherwise terminated sooner in accordance with these Termsthe provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 9.2 Unless otherwise stated in an Order13.2. Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 13.2.1. the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, party fails to remedy such breach within pay any amount due under this agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; 13.2.2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 13.2.3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; 13.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 13.2.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 13.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 13.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the breachother party; 13.2.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 13.2.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 13.2.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within fourteen (14) days; 13.2.11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.4 to clause 13.2.10 (inclusive); 13.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or b. voluntarily files 13.2.13. there is a petition Change of Control of the other party. 13.3. On termination of this agreement for any reason: 13.3.1. all licences granted under bankruptcy this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Service Definition Document; 13.3.2. each party shall return and make no further use of any equipment, property, Service Definition Document and other items (and all copies of them) belonging to the other party; 13.3.3. the Supplier may destroy or insolvency law; has a receiver or administrative receiver appointed over it or otherwise dispose of any of the Customer Data in its assets; passes possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a resolution written request for windingthe delivery to the Customer of the then most recent back-up) up of the Customer Data. The Supplier shall use reasonable endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as not due at the date of termination You have not yet called off termination). The Customer shall pay all Servicesreasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and 9.5 Termination of 13.3.4. any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 10.1 Each Order for Services shall take effect on the Order date Date and remain in effect until any agreed end date specified in the Order or until delivery of all Services under such contemplated by the Order have been providedare completed, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 10.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party You or We may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 10.2.1 is in material breach of any of its obligations under these Terms or the Agreement or an applicable Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. 10.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) winding- up or a court of competent jurisdiction makes an order to that effect; or if the other party becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 10.3 Unless otherwise stated in an Order, each Order may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 10.4 In the event We terminate an Order pursuant to Section 9.3 10.2 or You terminate an Order for convenience in accordance with Section 9.2 10.3 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-non- refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off utilized all prepaid Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 10.5 Upon expiry or termination of an Order or this Agreement for any reason: (i) the Order 10.5.1 each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) ; 10.5.2 You shall promptly pay Us for all Services provided and Fees and expenses due up to the the date of termination; and (iii) and 10.5.3 neither party shall have any further right or obligation with respect to the other except as set out in this Section 10 and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services shall take effect a) If a Minimum Term applies to a Service, the Minimum Term will be specified on the Order date and remain in effect relevant Order. On the expiry of any Minimum Term, or if no Minimum Term is specified, the Service will continue until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner by either party in accordance with these Termsthis Agreement. 9.2 Unless otherwise stated in an Orderb) If no Minimum Term applies to a Service, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to or the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledMinimum Term has expired, either party Customer may terminate an Order or this Agreement without liability to the other that Service at any time with immediate effect upon on 30 days’ notice, but must pay charges for the full Charging Period in which termination occurs (if applicable). VXCs are usage based and therefore no Minimum Term applies to VXCs. c) Either party may terminate: 1. a Service by written notice if the other party: a. is in party has breached a material breach term of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, fails as it relates to that Service and has failed to remedy such the breach within thirty (30) days of receipt of notice of from the breachnon-defaulting party requiring the breach to be remedied; or b. voluntarily files 2. all Services immediately by notice in writing if the other party suffers an Insolvency Event. d) Megaport may terminate a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over Service on notice to Customer: 1. if Megaport reasonably determines that Customer poses an unacceptable credit risk; 2. if Megaport reasonably believes it needs to do so to comply with any law or any order or request of any government or regulatory body; 3. if Megaport is unable to continue to supply a Service to Customer for any reason (including due to technical reasons or the termination of any agreement with its assetssuppliers); passes or 4. for any reason, by providing Customer with thirty (30) days’ prior notice, if no Minimum Term applies to the Service or the Minimum Term has expired. e) If before the end of the Minimum Term and subject to clause 14f), Customer terminates a resolution for winding-upService other than under Clause 14c) or Megaport terminates a court Service under Clauses 14c) or 14d), Customer must pay Megaport an Early Termination Fee (ETF), calculated as an amount equal to fifty percent (50%) of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases Customer’s average monthly spend or threaten to cease to carry monthly recurring charge (whichever is greater) on business; the terminated Service, multiplied by the number of months (or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentspart thereof) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at between the date of termination You have not yet called off all Services 9.5 Termination and the end of any Order shall have no effect on any other Order under this Agreementthe Minimum Term. 9.6 On f) If before the end of the Minimum Term, Customer terminates a Service other than under Clause 14c) but replaces it with another Service of equal or greater monthly recurring charge and term, there will be no ETF applied. Customer will have 120 days to replace the outgoing Service with the new Service, however, Customer must notify Megaport in writing of their intention to “port” the Service within 30 days of termination to be eligible for the ETF waiver. If Customer does not notify Megaport within 30 days of an Order termination or this Agreement the Service is not replaced within 120 days of termination the ETF will be charged. Customer must notify Megaport of the incoming Service that will be used for any reason: (i) each party shall immediately return replacement as it relates to the other all papers, materials, Confidential Information and other properties terminated service to be eligible for the ETF waiver. g) Customer agrees that the Early Termination Fee is a reasonable estimate of Megaport’s likely financial loss if any Service is terminated prior to the end of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Minimum Term.

Term and Termination. 9.1 Each Order for Services 8.1 The Contract shall take effect commence on the Order date Commencement Date and remain in effect continue for the Initial Term, after which it shall automatically renew for consecutive Renewal Periods, until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthis clause 8. 9.2 Unless otherwise stated in an Order8.2 We or you may terminate the Contract by giving the other written notice of at least 6 months, each Order for Services not to expire before the end of the Initial Term or a Renewal Period. 8.3 We or you may be terminated for convenience terminate the Contract with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.if: 9.3 Without prejudice 8.4 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; 8.5 the other party ceases or suspends a substantial part of its business (or threatens to do so), takes any action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any other rights of its assets or remedies ceasing to which We carry on business or, if the action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is 's financial position deteriorates to such an extent that (in material breach of any of the terminating party's opinion) the other party's capability to adequately fulfil its obligations under the Agreement Contract has been placed in jeopardy. 8.6 We may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment (on 3 occasions in any 6 month period), or an Order and, you undergo a change of control (as defined in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 1124 of the breach; orCorporation Tax Act 2010). b. voluntarily files a petition 8.7 Without affecting our other rights or remedies, we may suspend the supply of Services under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it the Contract or any of its assets; passes a resolution other contract between you and us if you fail (on 3 occasions in any 6 month period) to pay any amount due under the Contract on the due date for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is payment, you become subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it events listed in connection with the performance clause 8.5, or we reasonably believe that you are about to become subject to any of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement them.

Term and Termination. 9.1 Each Order for Services 7.1 This Agreement shall take effect become effective as of the Effective Date, set forth on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsSchedule 1 hereof. 9.2 Unless otherwise stated in an Order, each Order 7.2 The Parties agree that TG shall be entitled to terminate this Agreement at any time during the subsistence of this Agreement for Services may be terminated for convenience any reasons whatsoever by either Party by providing thirty serving a one (301) days’ month’s prior written notice to the other PartyCustomer. The parties agrees that Customer shall serve a three (3) month’s prior notice to TG. 9.3 Without prejudice to 7.3 This Agreement shall automatically terminate on the happening of any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to of the other at any time with immediate effect upon written notice if the other partyfollowing events: a. is in material (a) a party hereto failure to comply or commits a breach of any of its undertakings, warranties, duties, or obligations under this Agreement; (b) proceedings are commenced, or a resolution is passed for the Agreement winding up or an Order and, in the case dissolution of a breach which is capable party hereto or proceedings are commenced for the judicial management of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy party hereto or insolvency law; has a receiver or administrative receiver and manager is appointed over it a party hereto or any of its assets; passes ; (c) engages in illegal or fraudulent activity or an activity that could materially harm the terminating party’s business; (d) a resolution for winding-up) party hereto stops or a court of competent jurisdiction makes an order suspends payments to that effect; becomes subject its creditors generally or is unable or admits its inability to an administration order; enters pay its debts as they fall due or seeks to enter into any voluntary composition or other arrangement with its creditorscreditors or is declared or becomes insolvent; or if a creditor takes possession of all or any part of the business or assets of such party; or any execution or other legal process is enforced against the business or any substantial assets of such party; (e) a party hereto is placed in liquidation (whether compulsory or voluntary, otherwise and for the purpose of reconstructions or amalgamation); (f) a party hereto ceases or threaten threatens to cease to carry on businessits business or any substantial part thereof or if such party disposes of or threatens to dispose of or any governmental or other authority expropriates or threatens to expropriate all or any substantial part of its business or assets; (g) if any of the representations and warranties as set out herein proves to be incorrect or misleading; (h) any indebtedness of any party herein and/or any of the shareholders and/or directors and/or management and/or associate and/or related concern of the party becomes due or capable of being declared due before its stated maturity; any guarantee or similar obligation of any party and/or any of its shareholders and/or directors and/or management and/or associate and/or related concern is subject not discharged at maturity or when called or goes into default under, or commits a breach of, any instrument or agreement relating to any analogous event such indebtedness, guarantee or proceeding in any applicable jurisdictionother obligation or when the security of such indebtedness becomes enforceable. 9.4 In 7.4 The termination of this Agreement shall not affect any accrued rights, obligations, and liabilities of either party, or affect the event We terminate an Order pursuant continuation in force of the provisions of this Agreement which are not expressed to Section 9.3 or You terminate an Order for convenience be contingent upon the continuation in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form force of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which 7.5 All provisions that by their nature would continue beyond the terminationare intended to survive termination of this Agreement will survive termination of this Agreement, cancellation including, without limitation, Clause 5 (Confidentiality), Clause 7 (Terms and Termination) and Clause 6 (Disclaimers of Warranties and Liabilities). All amounts owed by Customer to TG for services or expiration products provided prior to termination remain owed after termination of the this Agreement provided such termination is not attributable to TG’s default and negligence.

Term and Termination. 9.1 Each Order for Services 11.1 Unless terminated earlier pursuant to the provisions hereunder, and except as otherwise provided hereunder, this Agreement shall take effect on the Order date and remain in full force and effect from the Commencement Date until any agreed end the earlier of the date specified in that: 11.1.1 the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsAgreement expires pursuant to Clause 2.2 due to a failure to satisfy the Conditions Precedent before the Long Stop Date; 11.1.2 the Company enters into the Licence pursuant to Clause 7.4; or 11.1.3 the Company assigns the Company Intellectual Property and sub-licenses the XOMA IP to CRT pursuant to Clause 7.5. 9.2 Unless otherwise stated in an Order11.2 Any of the Parties hereto may at any time terminate this Agreement, each Order for Services may but shall not be terminated for convenience by either Party by providing thirty (30) days’ prior obliged to do so, upon written notice to the other Party.Party (being the Charity and CRT where the terminating Party is the Company, or the Company where the terminating Party is the Charity or CRT) under the following circumstances: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 11.2.1 in the event that the other at any time with immediate effect upon written notice if the other party: a. is in Party commits a material breach of any of its obligations under the this Agreement or an Order andand does not fully remedy, in the case of a breach which is if capable of remedy, fails to remedy such breach the same within thirty sixty (3060) days of its receipt of written notice of the breachbreach from any other Party; or b. voluntarily files 11.2.2 in the event, in respect of a petition under bankruptcy Party: that respective Party proposes a voluntary arrangement for that respective Party or insolvency lawa voluntary arrangement is approved for that respective Party; has or an administration order is made as to such Party; or a receiver or administrative receiver is appointed over it or of any of its such Party’s assets; passes or undertakings or a resolution for winding-up) up resolution or petition is passed as to such Party (otherwise than for the purpose of solvent reconstruction or amalgamation); or if any circumstances arise which entitle a court or a court of competent jurisdiction makes an creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on businesssimilar; or equivalent action is subject taken against or by such Party by reason of its insolvency. A Party shall notify the other Parties immediately upon becoming aware that any of the events identified in this Clause 11.2.2 has or is likely to any analogous event or proceeding take place in any applicable jurisdictionrelation to it. 9.4 In 11.3 The Charity shall have the event We right to terminate this Agreement forthwith, upon written notice to the Company: 11.3.1 if the Charity has an Order pursuant insufficient quantity of IMP of the standard required to Section 9.3 perform the activities envisaged under this Agreement (whether due to a breach by the Company of Clause 8.2 or You terminate an Order for convenience otherwise); 11.3.2 in accordance with Section 9.2 Clause 3.6; or 11.3.3 if the Charity considers in its sole discretion that it would be unethical or otherwise undesirable for any prepaid Service Fees (in whatever form including without limitation in reason to proceed or continue with the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all ServicesClinical Trial. 9.5 Termination of any Order 11.4 The Charity shall have no effect on any other Order under the right to terminate this AgreementAgreement forthwith, upon written notice to the Company if, by way of merger, acquisition or otherwise, the Company becomes a Tobacco Party. 9.6 On termination of an Order or 11.5 The Parties may by mutual written agreement terminate this Agreement for any reason: (i) each party shall immediately return to , including, if in their opinion the other all papers, materials, Confidential Information and other properties objectives of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clinical Trial cannot be achieved.

Term and Termination. 9.1 Each Order for Services 15.1. Subject to clause 15.2 below the Contract shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedcontinue, unless otherwise terminated sooner as provided in these Conditions, until expiry of the Initial Term. Thereafter the Contract shall automatically renew for successive yearly periods (each a "Renewal Term"), unless either party terminates by notice in writing to the other, such notice to be given at least 120 days before the end of the then-current term, and to be effective only at the end of that term. 15.2. If at any time within the Initial Term or any Renewal Term under clause 15.1 above the Customer agrees to the supply of Cloud Services in accordance with these Termsclause 10, the Term of the Contract shall be extended by a period of 3 years from the Cloud Commencement Date, and thereafter any renewals shall be in accordance with clause 15.1 above. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 15.3. Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement the Contract without liability to the other at any time with immediate effect upon written notice if if: the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of these Conditions and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or b. voluntarily files a petition under bankruptcy an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction makes to make a winding-up order in relation to the other party; an order is made for the appointment of an administrator to that effectmanage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); becomes subject a receiver is appointed of any of the other party's assets or undertakings, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to an administration orderappoint a receiver or manager of the other party, or if any other person takes possession of, or sells, the other party's assets; enters into the other party makes any voluntary arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; ceases the other party ceases, or threaten threatens to cease, to trade, there is a Change of Control of the other party, or the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 15.4. On termination of the Contract for any reason: the Supplier shall immediately cease to carry on business; or is provision of the Managed Service but may provide transitional services for a further period subject to commercial terms being agreed between the parties for the provision of such services; any analogous event Supplier Equipment located at the Customer’s premises or proceeding in any applicable jurisdiction. 9.4 In within the event We terminate an Order pursuant to Section 9.3 Customer's possession at expiry or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in termination of the form of allotments/contingents) Contract shall be non-refundable promptly returned by the Customer to the Supplier, and We the parties shall be under cooperate to make appropriate arrangements for the Supplier to uplift the Supplier Equipment, at the Supplier’s cost; each party shall return and make no obligation further use of any equipment, property, materials and other items (and all copies of them) belonging to refund the other party; the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination or expiry of the Contract, a written request for the delivery to You any the Customer of the most recent backup of the Customer Data. The Supplier shall use reasonable commercial efforts to deliver the backup to the Customer within 30 days of its receipt of such prepaid Service Fees even where as a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at, and resulting from, termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and the accrued rights of the parties as at termination, or the continuation after termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order provision expressly stated to survive or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the implicitly surviving termination, cancellation shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services shall take effect on The term of the Agreement commences as of the effective date set forth in the Order date Form and remain in effect until any agreed end date shall continue for an initial term of one year or such other term as specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Form (“Initial Term”). Unless otherwise stated on the Order Form, the Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”) unless either party has notified the other in an Order, each Order for Services may be terminated for convenience by either Party by providing writing at least thirty (30) days’ days prior written notice to the other Party. 9.3 Without prejudice to any other rights expiration of the then-current Initial Term or remedies to which We or You may Renewal Term, as applicable, that the Agreement shall not be entitled, either renewed. Either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in : (a) breaches any material breach term or condition of any of its obligations under the Agreement or an Order and, except in the case of a breach of Section 13 or a material breach constituting a violation of the intellectual property rights of any Moody’s Party (for which is capable of remedyno cure period shall apply), fails to remedy such cure the breach within thirty (30) days after being given written notice thereof; (b) ceases to function as a going concern or to conduct operations in the normal course of notice of the breachbusiness; or b. voluntarily files or (c) has a petition or similar action filed by or against it under any applicable bankruptcy or insolvency law; laws which petition or action has not been dismissed or set aside within sixty (60) days of filing. Moody’s may terminate the Agreement on written notice to Client in the event of any legal or regulatory change that, in Moody’s judgment, imposes new and additional cost or liability risk upon Moody’s and/or Moody’s Affiliates. In the case of a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) termination by Moody’s pursuant to the preceding sentence, or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to termination by Client for Moody’s uncured material breach under this Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) 9, Client shall be non-refundable and We shall be under no obligation entitled to a refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement fees prepaid to Moody’s for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential affected Information and other properties in respect of the other held by it in connection with period after termination. At the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation termination or expiration of the Agreement for any reason, and except for any post-termination rights specifically provided for in the Order Form, Client shall cease all use of the Information under such Order Form and promptly purge all Information provided under such Order Form that has been stored in its computer systems, databases, or any data storage facilities owned or under its control, provided that Client shall have the right to retain: (i) print or electronic copies of its reports containing limited excerpts of data obtained from the Information and made in conformity with the license granted in Section 11 of these Terms; and (ii) portions of the Information that constitute electronic data that is generally inaccessible or that has been stored on Client’s backup systems in the ordinary course of business as part of standard backup procedures, but only to the extent that such data is only accessible by person(s) whose function is primarily information technology, and provided that such person(s) only have limited access to such data to enable the performance of such information technology duties. In addition, Client may retain one copy of any such data from the Information as is necessary to comply with applicable audit, legal or regulatory requirements, professional obligations and standards and internal document retention policies, provided any such data may only be accessed for such purposes and may not be used for any other purpose whatsoever (including, but not limited to, any commercial purpose). Upon expiration or termination of the Agreement for any reason, all provisions but Sections 3, 11 and 13 of these Terms shall survive.

Term and Termination. 9.1 Each Order 15.1 The right for Services shall take effect the Customer’s Authorised Users to access the Software granted by this agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Order date Go Live Sign Off Date and remain shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: either party notifies the other party, in effect until writing, at least 60 days before the end of the Initial Subscription Term or any agreed end date specified Renewal Period, that automatic renewal will not apply, in which case this agreement shall terminate upon the Order expiry of the applicable Initial Subscription Term or until all Services under such Order have been provided, unless Renewal Period; or otherwise terminated sooner in accordance with these Terms.the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 15.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement agreement with immediate effect without liability to the other at any time with immediate effect upon written notice if if: the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver an order is made or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction makes to make a winding-up order in relation to the other party; or an order is made for the appointment of an administrator to that effectmanage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); becomes subject or a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to an administration orderappoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; enters into or the other party makes any voluntary arrangement or composition with its creditors; ceases , or threaten makes an application to cease to carry on businessa court of competent jurisdiction for the protection of its creditors in any way; or is subject the other party ceases, or threatens to cease, to trade; or the other party takes or suffers any similar or analogous event or proceeding action in any applicable jurisdictionjurisdiction in consequence of debt. 9.4 In 15.3 Subject to clause 15.4, the event We Customer may at any time during the Implementation Period and prior to the Go Live Sign Off Date serve on iplicit a notice of not less than 10 working days to terminate an Order all its rights pursuant this agreement. 15.4 Upon serving a notice to terminate this agreement pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in clause 15.3 the form of allotments/contingents) Customer shall be non-refundable liable to pay to iplicit the Implementation Fees and We shall be pay the same within 10 days of iplicit’s invoice. 15.5 The Customer may terminate this agreement upon giving written notice to iplicit of not less than 3 months accompanied by payment of the outstanding Subscription Fees due for the remainder of the Subscription Term. 15.6 On termination of this agreement for any reason: all licences granted under this agreement shall immediately terminate; each party shall return and make no obligation further use of any equipment, property, Documentation and other items (and all copies of them) belonging to refund the other party; iplicit may destroy or otherwise dispose of any of the Customer Data in its possession unless iplicit receives, no later than 10 days after the termination of this agreement, a written request for the delivery to You any the Customer of the then most recent backup, or a single retained backup from a previous period as specified by the Customer, of the Customer Data. iplicit shall use reasonable commercial endeavours to deliver the backup to the Customer within 7 days of its receipt of such prepaid Service Fees even where as a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination You have not yet called off termination). The Customer shall pay all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersreasonable fees and expenses, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and the Backup Policy, incurred by iplicit in such Sections returning or disposing of Customer Data; iplicit will delete all of the Agreement which by their nature would continue beyond Customer Data in its possession, no later than 14 days after receiving a written request from the Customer to do so. the accrued rights of the parties as at termination, cancellation or expiration the continuation after termination of the Agreement any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and all unpaid invoices from iplicit shall become immediately due and payable.

Term and Termination. 9.1 Each This Agreement shall enter into force upon execution of the first Order for Services Form and/or SOW and shall take effect on continue in force until terminated pursuant to this Section 14 or any specific termination rights set out in this Agreement. To the extent there are SOWs or Order date and remain Forms in effect until any agreed end date specified in the when a Party terminates this Agreement, such SOWs or Order or until all Services under such Order have Forms shall continue to be governed by this Agreement as if it had not been provided, unless terminated sooner in accordance with these Termsterminated. 9.2 Unless otherwise stated in an Order14.1 Either Party shall have the right to immediately terminate this Agreement if (i) the other Party has committed a material breach of this Agreement, each Order for Services may be terminated for convenience by either Party by providing and has not rectified the same within thirty (30) days’ prior days after receipt of written notice from the non-breaching Party specifying the breach, or (ii) the other Party becomes the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or if a receiver or administrator is appointed over its assets. 14.2 Upon termination of this Agreement, each Party shall immediately return to the other Party all goods, documents and other items received from the other Party. 9.3 14.3 Without prejudice to any other rights or remedies to which that We or You may be entitledhave, either party may terminate an Order or if this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty terminated (30) days of notice irrespective of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and reason therefore), We shall always be under no obligation entitled to refund to charge You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information work performed and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due costs incurred up to the date of termination; . 14.4 Any termination of this Agreement shall not affect (i) any accrued liabilities and rights of the Parties prior to such termination, and (iiiii) neither party any provision of this Agreement that is expressed to survive its expiration or termination. 15 Deliberation The Parties agree to, in accordance with the best of their abilities, put all efforts forward to resolve any possible disputes through deliberations. Neither Party shall have any further right or obligation with respect to take legal actions before first having invited the other except as set out in this Section and in such Sections of Party to deliberate regarding the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement matter at hand.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services 7.1 This Agreement may be terminated for convenience at any time by 60 days notice from either Party party to this Agreement, except that the terms of this Agreement shall remain in full force and effect whilst any Deposits remain outstanding. 7.2 The Agent may at any time by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledThird Party Deposit Provider, either party may immediately terminate an Order or this Agreement without liability if any of the following events shall occur: (a) the Third Party Deposit Provider is in breach of any of the representations and warranties set out in Clause 8; or (b) any event occurs which will or would, in the reasonable opinion of the Agent, cause the Third Party Deposit Provider to be required to withhold or deduct at source for or on account of Taxation in respect of interest payable under this Agreement; or (c) the Third Party Deposit Provider ceases or threatens to cease to carry on business or is unable to pay its debts when due; or (d) an order is made or an effective resolution is passed (otherwise than for the purposes of or pursuant to a reconstruction or amalgamation) for the winding up of the Third Party Deposit Provider or an order is made for the appointment of an administrator or receiver to the other at Third Party Deposit Provider or any time with immediate effect upon written notice if analogous event occurs or any analogous action is taken under any law by which the other party:Third Party Deposit Provider or any of its assets is bound or affected; or a. is in material breach of (e) the Third Party Deposit Provider fails to perform any of its obligations under this Agreement and such failure remains unremedied at the Agreement or an Order and, expiry of the third Business Day specified in the case of a breach which is capable of remedynotice served pursuant to this Clause 7.2, fails provided that the notice shall have specified the failure in question and the action required to remedy it. For the avoidance of doubt, the termination of this Agreement pursuant to this Clause 7.2 shall not terminate any outstanding Deposit and the terms of this Agreement shall remain in full force and effect in respect of each such breach within thirty (30) days Deposit until the maturity date of notice each such Deposit. 7.3 Any termination of this Agreement shall be without prejudice to the accrued rights of each of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or parties hereto in respect of any antecedent breach by any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination other parties hereto of any Order shall have no effect on any other Order under of the provisions of this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order 1. The Term of this Agreement shall commence upon the Effective Time and shall extend, without interruption except to the extent otherwise expressly provided in this Agreement, to and including a date that is ten (10) years from the Effective Time. Thereafter the Agreement shall automatically renew for Services consecutive ten (10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof. 2. Notwithstanding anything herein to the contrary, if Camping World or CWI, on the one hand, or Insurer, on the other hand, fails to perform any of its obligations under this Agreement and such breach is material, the other party may deliver a written notice (a "Notice of Breach") describing such violation or nonperformance in reasonable detail. The breaching party shall have thirty (30) days in which to cure the violation or non-performance described in the Notice of Breach; and if such party does not cure such violation or non-performance as aforesaid, the party delivering the Notice of Breach may terminate this Agreement upon a further thirty (30) days' written notice to the other party which termination shall take effect on the Order date 30th day after delivery of such second notice. For the avoidance of doubt, (and remain in effect until addition to or in place of delivery of notice of such termination), the non-breaching party may pursue at law or at equity any agreed end date specified in other rights or remedies (including specific performance) for any failure by the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsother party to perform any of its obligations hereunder. 9.2 Unless otherwise stated 3. Notwithstanding anything herein to the contrary, if Camping World or CWI reasonably determines that Insurer is performing its duties hereunder in an Ordera manner that has a material adverse effect on the business or goodwill of Camping World or CWI or any of their subsidiaries, each Order for Services or if Insurer reasonably determines that Camping World or CWI is performing its duties in a manner that has a material adverse effect on the business or goodwill of Insurer, Camping World or Insurer, as the case may be terminated for convenience by either Party by providing be, may deliver a written notice (a "Notice of Injury") describing the acts and adverse effects in reasonable detail. The party receiving the Notice of Injury shall have thirty (30) days’ prior days in which to change the manner in which it performs such duties so as to eliminate the material adverse effect. If the party receiving any such Notice of Injury fails to make changes to eliminate such defect, the party delivering the Notice of Injury may terminate this Agreement upon thirty (30) days written notice to the other Partyparty. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 14.1 The Agreement shall take effect on the Order date continue (and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner subject to earlier termination in accordance with these Termsthe Agreement) until expiry as set out at the front of this Agreement. 9.2 Unless otherwise stated in an Order14.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without without prejudice to any its other rights or remedies to which We or You may be entitledremedies, either party may terminate an Order or this the Agreement with immediate effect without incurring any liability to the other Party by giving notice in writing to the other Party at any time with immediate effect upon written notice time: (a) if the other party: a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, ) fails to remedy such the breach within thirty (30) 14 days of notice of after receiving the breachnon-defaulting Party's request in writing to do so; or b. voluntarily files a petition under bankruptcy (b) if the other Party suffers any event or proceeding in respect of its insolvency law; has a receiver or administrative receiver appointed over it any similar state of affairs. 14.3 The Company may, without prejudice to its other rights or remedies, terminate the Agreement with immediate effect without any incurring any liability to the Supplier by giving notice in writing to the Supplier at any time: (a) if the Supplier or any of its assetsofficers, employees or agents commits any act of bribery described in the Bribery Act 2010; passes a resolution for winding-upor (b) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into commits any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding money laundering offences listed in any applicable jurisdictionthe Public Contract Regulations 2015. 9.4 In 14.4 Following termination of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Agreement: (a) the Company’s sole liability in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in respect of the form of allotments/contingents) Supplies shall be non-refundable to pay to the Supplier a fair and We shall be under no obligation reasonable Fee for all Supplies provided to refund to You any such prepaid Service Fees even where as at the satisfaction of the Company before the date of termination You have not yet called off termination, provided that the Supplier submits a valid invoice for such Fees within 60 days after such date; and (b) the Supplier shall deliver up to the Company, or otherwise dispose of at the Company’s direction, all ServicesConfidential Information of the Company in the possession or under the control of the Supplier, any Connected Person, or its or their Personnel. 9.5 14.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party whatever reason shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up not affect either Party’s rights or remedies that have accrued prior to the date of termination; and (iii) neither party shall have any further right . 14.6 On the expiry or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement which by their nature would continue beyond for any reason whatsoever: (a) subject to Clause 14.4, the termination, cancellation or expiration relationship of the Agreement Parties shall cease save as (and to the extent) provide for in this Clause 14.6; and (b) the provisions of Clauses 6 (Quality of Supplies and Approvals), 8 (Remedies of the Company), 9 (Intellectual Property) 10 (Liability), 11 (Indemnity), 13 (Data Protection), 16 (Taxation), 16 (Confidentiality), 18 (Freedom of Information and Transparency), 23 (Notices) and 24 (Governing Law and Jurisdiction) and any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in force and effect.

Term and Termination. 9.1 Each Order for Services 7.1 This Agreement shall take effect on the Order date Effective Date and remain continue in effect until any agreed end date specified force for the Initial Service Term described in the Order or until all Services under such Order have been providedService Detail, unless terminated sooner in accordance with these Termswhich will be calculated from the Billing Commencement Date. 9.2 Unless otherwise stated 7.2 For the avoidance of doubt, any termination by the Customer of its obligation under this Agreement during the Initial Service Term shall, in addition to constituting a material breach of this Agreement, shall entitle MFN to levy an Orderearly termination fee (“Termination Fee”) equal to: 7.2.1 in the event that the Service is terminated prior to the Service Commencement Date, each Order the Customer shall be liable for Services all Call Charges, Usage Charges and NRC; plus three times the Monthly Fee for 3 (three) months; or 7.2.2 in the event that a Service is terminated subsequent to the Service Commencement Date, 100% of the MRC for the remainder of the Initial Service Term. 7.3 Either Party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement: 7.3.1 subject to the provisions of the Service Detail, on at least 30 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevant Initial Service Term; 7.3.2 immediately by notice if if, in relation to the Service, the other party: a. is in Party has committed a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is incapable of remedy; 7.3.3 immediately by notice if, in relation to the Service, the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.3.4 immediately by notice if, in relation to the Service, a petition under bankruptcy or insolvency law; Force Majeure Event subsists for a continuous period exceeding three (3) months; 7.3.5 if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to any analogous event acts or proceeding in proceedings under any applicable jurisdictionforeign law, or commences business rescue proceedings. 9.4 In 7.4 If Customer violates clause 8.6.2, MFN may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify MFN that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .clause

Term and Termination. 9.1 Each Order for Services Section 4.1 This Agreement shall take effect commence on the Order date Effective Date and remain terminate upon the earliest to occur of the following (the “Termination Date”): (a) the third anniversary of the Effective Date; (b) the completion by Cargill of AD Projects resulting in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsProject Commitments signed by Project Candidates covering 50,000 Cow Equivalents. 9.2 Unless (c) termination by a Party, if (i) any court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise stated prohibiting the transactions contemplated in this Agreement, and (ii) such order, decree, ruling or other action shall have become final and non-appealable (each Party hereby agreeing to use its reasonable endeavours have any such order, decree, ruling or other action lifted or rescinded); (d) termination by a Party if the other Party is in default or breach in any material respect of any representation, warranty, covenant or agreement contained herein, and such default or breach is not cured within 30 days after the date notice of such default or breach is delivered by the Party claiming such default or breach to the Party or Parties in default or breach; (e) termination by a Party immediately if the other party becomes insolvent or unable to pay its debts generally when due, has a trustee or receiver appointed for any or all of its assets, makes an Orderassignment for the benefit of creditors, each Order or has a bankruptcy petition filed by or against it, and such petition is not dismissed within 90 days. (f) termination by a Party if the other Party ceases, or threatens to cease, to carry on business; and (g) termination by a Party for Services may be terminated for convenience by either Party by providing any reason upon thirty (30) days’ prior days written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 Section 4.2 In the event We terminate an Order of the termination of this Agreement pursuant to Section 9.3 or You terminate an Order 4.1, this Agreement shall forthwith become void (except for convenience Section 4.3 and Articles VIII, IX and X which shall continue in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) effect), and there shall be non-refundable and We shall be under no liability or obligation to refund to You any such prepaid Service Fees even where as at on the date of termination You have not yet called off all Services 9.5 Termination part of any Order shall have no effect on any other Order under Party with respect to this Agreement. 9.6 On , except that (a) such termination of an Order or this Agreement for any reason: shall not (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties relieve any Party of the other held any liabilities resulting from any breach hereof by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up such Party on or prior to the date of such termination; , or (ii) affect any rights arising hereunder on or prior to the date of such termination or as a result of any breach or termination, and (iiii) neither party Cargill shall have any further right remain entitled to all consideration under Article II for all AD Projects subject to a Project Commitment entered into on or obligation with respect before the Termination Date. Upon termination of this Agreement pursuant to Section 4.1(a) or (b), the parties may wish to enter into successor Agreements subject to terms and conditions mutually agreeable to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Parties.

Term and Termination. 9.1 Each Order for Services 16.1 This Agreement shall take effect commence on the Commencement Date and each Order date Form shall commence on either the Commencement Date or the Services Commencement Date, as applicable, and shall remain in effect until any agreed end date full force for the Initial Term unless otherwise specified in the Order Form or until all Services under such Order have been provided, unless earlier terminated sooner in accordance with these Terms. 9.2 Unless the provisions of this Agreement or of any Order Form as the case may be. Thereafter, this Agreement and, unless stated otherwise stated in an Orderthe relevant Order Form, each Order Form shall continue to automatically renew for Services may be terminated for convenience by either a Subsequent Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Subsequent Term, to terminate this Agreement or an Order Form (as the case may be). 9.3 16.2 Without prejudice to any other rights that the Parties have accrued under this Agreement or remedies to which We any of their respective remedies, obligations or You may be entitledliabilities, either party Party may terminate an Order or this Agreement without liability with immediate effect by giving written notice to the other at any time with immediate effect upon written notice if Party if: (a) the other party: a. is in Party commits a material breach of any material term of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within a period of thirty (30) days after being notified to do so; (b) the other Party suspends, or threatens to suspend, payment of notice its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the breachInsolvency Act 1986; or b. voluntarily files (c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any substantial part of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 16.3 In addition to the event We above, the Supplier may terminate an this Agreement with immediate effect by giving written notice to the Client if the Client breaches it obligations under Clauses 4.8 and 4.9. 16.4 If for any reason a contract between a Third Party and the Supplier relating to the Supplier’s right to use, install, support or provide Third Party Services which is the subject of the Agreement is terminated, then the Agreement or applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees Form (in whatever form including without limitation in as the form of allotments/contingentscase may be) shall be non-refundable and We automatically terminate, save that where the contract relates to other Services other than that Third Party Service, termination of the Agreement or applicable Order Form shall be under no obligation operate only in so far as it relates to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Third Party Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 16.5 On termination of an Order or this Agreement for any reason: : (a) the Supplier shall immediately cease provision of the Services; (b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination including (i) each party shall immediately return all remaining amounts owing up to the other all papers, materials, Confidential Information and other properties end of the other held by it in connection with Initial Term or the performance of the ServicesSubsequent Term (as applicable); (ii) You shall promptly pay Us for all Services provided and any Licence Fees and expenses due up to the date of terminationas set out under Clause 12.2; and (iii) neither party any termination fees that the Supplier incurs from any of the Third Parties as a consequence of such early termination. The Supplier shall have use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees; (c) all licences granted under the Agreement will terminate immediately except for fully-paid, fixed term and perpetual licences; (d) for metered Products billed periodically based on usage, the Client must immediately pay for unpaid usage as of the termination date; and (e) each Party shall use reasonable endeavours to return and make no further right or obligation with respect use of any equipment, property, materials and other items (and all copies of them) (“Materials”) belonging to the other except as set out in this Section Party. If the Client fails to do so, then the Supplier may enter the Client’s premises and in such Sections take possession of the Agreement which by their nature would continue beyond Supplier's Materials. Until the terminationSupplier's Materials have been returned or repossessed, cancellation or expiration of the Agreement Client shall be solely responsible for its safe keeping.

Term and Termination. 9.1 Each Order for Services 6.1 This Agreement shall take effect commence on the Order date Effective Date and remain shall continue to be in effect until the expiration of the Term of any agreed end applicable Order Form (or until all Services have been provided, if later) unless otherwise terminated as provided in this section. 6.2 Each Subscription purchased under an Order Form shall commence on the date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term (also referred to as “Initial Term”) set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in the applicable Order Form, the Subscription shall automatically renew for successive periods of twelve (12) months (or such other period as specified in the applicable Order Form) (each a “Renewal Term” and collectively the “Term”), unless either Party terminates with not less than three (3) months’ written notice prior to the end of the Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with these Termsthe provisions of this section. At the end of the Term, Customer’s access and use of the Services shall automatically terminate. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 6.3 Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate an Order or this Agreement or an applicable Order Form without liability to the other at any time with immediate effect upon written notice if the other partyParty: a. 6.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. voluntarily files 6.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 6.4 On termination or expiration of this Agreement or an applicable Order Form for any reason, (i) Customer’s rights of use granted under this Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an individual Order or this Agreement for any reason: (iForm only) each party shall immediately return to terminate and Customer shall immediately cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; (ii) You Customer shall promptly pay Us for all Services provided and Fees and expenses fees due up or to become due through the effective date of termination in respect of the Services that are subject to termination; and (iii) neither party Provider shall have refund on a pro-rata basis any further right or obligation with respect fees paid by Customer in advance for the Services that are subject to termination for any period following the other except as set out in this Section and in such Sections effective date of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Lonza. 10.3 Either Lonza or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the event We terminate an Order pursuant grant of letters patent or any patent application within any of the Patent Rights or disputes or knowingly, directly or indirectly, assists any third party to Section 9.3 dispute the validity of any patent within any of the Patent Rights or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in of the form of allotments/contingents) claims thereof Lonza shall be non-refundable entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement is terminated for any reason any and We all licences granted hereunder shall be under no obligation to refund to You any such prepaid Service Fees even where as at terminate with effect from the date of termination You have not yet called off and Licensee shall destroy all Services 9.5 Termination Vectors, Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Lonza, provided that Licensee shall be entitled to sell of any Order Product in its sole discretion remaining in its possession or control at the time that termination becomes effective, provided that such sales shall have no effect on any other Order under this Agreement. 9.6 On termination be completed within six (6) months of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; expiry or termination of this Agreement and any stocks of Product still remaining shall be destroyed (iii) neither party with an appropriate written certificate of such destruction being immediately sent to Lonza). Licensee shall have any further right or obligation pay Lonza the royalties in respect of such sales in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clause 6.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13 or 14, this Agreement shall continue in force in each country of the world, until expiry of the last to expire of a period of fifteen (15) years from the date of First Commercial Sale or until expiry of the last Valid Claim, whichever is later always provided that this Agreement shall terminate before the expiry of the said fifteen (15) year period and after the expiry of the last Valid Claim if Biologics makes publicly available the Materials and the Materials Know-How. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Biologics. 10.3 Either Biologics or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty sixty (3060) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; . 10.4 If at any time during this Agreement Licensee directly or indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within any of the Patent Rights or any of the claims thereof Biologics shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement is subject terminated for any reason any and all licences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy all Materials, Cell Lines and Product forthwith and shall certify such destruction immediately thereafter in writing to any analogous event Biologics. 10.6 Termination for whatever reason or proceeding expiration of this Agreement shall not affect the accrued rights of the parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or provisions which are expressed to survive this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information remain if full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order for Services 11.1 The Agreement shall take effect on become legally binding when both Parties have signed it. The agreement is hereafter prolonged one year at the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, time unless terminated sooner in accordance with these Termswriting at latest 60 days before the agreement expires. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either 11.2 Either Party by providing thirty (30) days’ prior written notice has the right to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon by giving the other Party a written notice if of the termination, if: (i) the other party:Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven (7) days after being notified to make such payment; or a. is in (ii) the other Party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 14 days of notice of after being notified in writing to do so. Licensee’s failure to forward a report complying with the specifications in Section 5 may be considered such a material breach; or b. voluntarily files (iii) the other Party repeatedly breaches any of the terms of this Agreement in such a petition under 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 (iv) the other Party becomes insolvent or make or seek to make an arrangement with or assignment for the benefit of creditors, or is a party in proceedings in voluntary or involuntary bankruptcy or insolvency law; has liquidation. Licensor shall have the right to terminate this Agreement without liability with immediate effect by giving a receiver written notice of the termination, if Licensee suspends or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease suspend or cease, to carry on business; all or is subject to any analogous event or proceeding in any applicable jurisdictiona substantial part of the Service. 9.4 In 11.3 For the event We terminate an Order pursuant to Section 9.3 sake of clarity it is stated that upon termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form expiry of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party reason all licences granted under this Agreement shall immediately return to the other automatically terminate with immediate effect. Sections 5, 6 and 7 shall survive termination or expiry of this Agreement and remain in force until Licensee completes all papers, materials, Confidential Information of its reporting and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in payment obligations based on this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services 8.1 This Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, continue for ten (10) years unless earlier terminated sooner in accordance with these Termsthis Agreement (the “Term”). 9.2 Unless otherwise stated in an Order, each Order for Services 8.2 This Agreement may be terminated for convenience without cause by either Party by providing thirty (30) daysLICENSOR or the LICENSEE on not less than twelve months’ prior written notice to the other Partyother, or such shorter period as they may agree. 9.3 8.3 Without prejudice affecting any other right or remedy available to it, the LICENSOR may terminate this Agreement with immediate effect by giving written notice to the LICENSEE if: (a) the LICENSEE fails to pay any amount due under this agreement on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment; or (b) the LICENSEE commits a breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen days after being notified in writing to do so; or (c) the LICENSEE repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or (d) the LICENSEE 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; or (e) the LICENSEE commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the LICENSEE with one or more other companies or the solvent reconstruction of the LICENSEE; or (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the LICENSEE (being a company, limited liability partnership or partnership); or (g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the LICENSEE; or (h) the holder of a qualifying floating charge over the assets of the LICENSEE (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or (i) a person becomes entitled to appoint a receiver over all or any of the assets of the LICENSEE or a receiver is appointed over all or any of the assets of the LICENSEE; or (j) a creditor or encumbrancer of the LICENSEE attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the LICENSEE’s assets and such attachment or process is not discharged within fourteen days; or (k) any event occurs, or proceeding is taken, with respect to the LICENSEE in any jurisdiction to which it is subject that has an effect equivalent or similar to any other rights of the events mentioned in any of Sections 8.3(d) to 8.3(j) (inclusive); or (l) the LICENSEE’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or (m) the LICENSEE suspends or remedies ceases, or threatens to which We suspend or You may cease, carrying on all or a substantial part of its business; or (n) there is a Change of Control of the LICENSEE; or (o) any representation or warranty given by the LICENSEE is found to be entitleduntrue or misleading. 8.4 If, either party pursuant to Section 2.4, LICENSOR determines that the Licensed Technology has not been Commercialized in one or more countries within the Territory to its reasonable satisfaction, it shall give notice of that determination to the LICENSEE and thereafter may terminate an Order the License in respect of such country or this Agreement without liability countries, and/or grant a license to a third party to Commercialise the Licensed Technology on such terms as LICENSOR may determine. Upon notice of such determination being given to the other LICENSEE, the License as it pertains to such country or countries covered by the determination shall end, and LICENSOR, its Affiliates and SUBLICENSEEs shall immediately cease all use and Commercialization of Licensed Products and all use of the Licensed Technology (including through any Representatives) in connection with such country or countries. 8.5 If the Parties do not, within six (6) months of the date of approval by the U.S. Food and Drug Administration of the Licensed Product, enter into a written agreement for the manufacture and supply of Licensed Product to the LICENSEE relating to Regulatory Approvals and Commercialization on mutually acceptable terms, then, at any time thereafter, LICENSOR may terminate this Agreement with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days written notice to the other Parties in existence at the time of giving the written notice (including LICENSEE if it has been formed by that time). 8.6 If ASEP and Seaspring do not, within six (6) months of the breach; or b. voluntarily files Effective Date, enter into a petition under bankruptcy or insolvency law; written shareholders agreement with respect to the ownership, control and funding of LICENSEE on mutually acceptable terms, then, at any time thereafter, LICENSOR may terminate this Agreement with thirty (30) days written notice to the other Parties in existence at the time of giving the written notice (including LICENSEE if it has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to been formed by that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictiontime). 9.4 In the event We terminate an Order pursuant to Section 9.3 8.7 Upon termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form expiry of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: , the following terms shall apply: (ia) each party the License shall end and LICENSOR, its Affiliates and SUBLICENSEEs shall immediately return to cease all use and Commercialization of Licensed Products and all use of the Licensed Technology (including through any Representatives) and any other all papers, materials, related Confidential Information of LICENSOR; and (b) Articles 1, 5, 9, 10 and other properties of the other held by it in connection with the performance of the Services; (ii) You 11, and Sections 2.7(b), 3.6, 3.7, 4.1, 4.3, 7.3(b), 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, and 8.5, shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement survive.

Term and Termination. 9.1 Each 11.1 This Agreement will commence when You sign the Call Off Order for Form or, if earlier, when You Use any of the Services (the “Effective Date“), and shall take effect on the Order date and remain in effect force until any agreed end date specified in the Order terminated by You or until all Services under such Order have been provided, unless terminated sooner Us in accordance with these Termsthis clause 11. 9.2 Unless otherwise stated in an Order, each Order for Services 11.2 The minimum contract term is 12 months. Termination before this time is not possible. There are no termination fees. 11.3 Either Party may be terminated terminate this Agreement for convenience by either providing the other Party by providing thirty (30) with not less than 30 days’ prior written advance notice to the other Partyin writing. 9.3 (a) Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if: (b) forthwith if the other party: a. is in commits any material breach of any term of this Agreement and which has not been remedied within 30 days of a request; (c) forthwith if the other shall convene a meeting of its obligations under the Agreement creditors or an Order and, in the case of if a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files proposal shall be made for a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) voluntary winding up or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into proposal for any voluntary other composition scheme or arrangement with its creditors; ceases creditors or threaten if the other shall be unable to cease to carry on business; pay its debts as they fall due or if a trustee, administrator, receiver, examiner or similar officer is subject to appointed in respect of all or any analogous event part of the business or proceeding in any applicable jurisdictionassets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an examination order (otherwise than for the purpose of an amalgamation or reconstruction). 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form 11.4 Any termination of allotments/contingents) this Agreement shall be non-refundable without prejudice and We shall be under no obligation not affect any accrued rights or liabilities of either party. 11.5 Upon termination of this Agreement the Company shall terminate access to refund to You any such prepaid Service Fees even where the Software Program. Within 30 days of the termination of this Agreement the Customer shall either return or destroy all copies of the Software Program Materials and associated Intellectual Property as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order defined under this Agreementagreement. An authorised officer of the Customer shall certify in writing to the Company that the Customer has complied with its obligation as aforesaid. 9.6 11.6 On termination of an Order or this Agreement for any reason: : (ia) each party all rights granted to You under this Agreement shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .terminate;

Term and Termination. 9.1 Each Order for 7.1. This Master Services Agreement shall take effect on from the date signature date hereof, and in respect of each Service, the date the Customer Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner is accepted by HUGE in accordance with Clause 2.2, or the date the Customer first uses a Service, whichever of these Termsis earlier, and shall continue in force unless and until terminated in accordance with this Clause 7. 9.2 Unless otherwise stated in an 7.2. Either Party may terminate a Service: 7.2.1. Subject to the provisions of a Customer Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior on at least 90 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevantInitialService Term; 7.2.2. immediately by notice if if, in relation to that Service, the other party:Party hascommitted a materialbreach which is incapable of remedy; a. is 7.2.3. immediately by notice if, in relation to that Service, theother Partyhascommitted a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, but which it fails to remedy toremedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.2.4. immediately by notice if, in relation to that Service, a petition Force Majeure Event subsists for a continuous period exceeding three (3) months. 7.3. Either Party may terminate the Agreement immediately upon notice: 7.3.1. in the event of a material breach by the other, which has application to all Services then provided under bankruptcy or insolvency law; this Agreement, and which is incapable of remedy; 7.3.2. in the event of a material breach by the other, which has application to all Services then provided under thisAgreement,and whichiscapableof remedy,but which such other fails to remedy within ten (10) Business Days of having been notified of such breach; 7.3.3. if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to anyanalogousacts or proceedingsunder any analogous foreign law; 7.3.4. in the event or proceeding in of a Force Majeure Event, which has application to allServices thenprovidedhereunder, and which subsists for a continuous period exceeding three (3) months; or 7.3.5. where, after expiry of any applicable jurisdictionInitial Service Term(s), no Services have been provided under this Agreement for a continuous period exceeding three (3) months. 9.4 In 7.4. HUGE may terminate the Agreement (or a specific Service) immediately by notice if a suspension of a Service pursuant to Clauses 6.1.4, 6.1.5 or 6.1.6 has continued for a period of at least two (2) consecutive months. 7.5. If HUGE has reasonable grounds to consider that there has been a violation of Clause 8.6.2, HUGE may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify HUGE that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees this Clause 7.5 or if HUGEreasonably determinesthattheviolationiscontinuing or islikely to occur again, HUGE may terminate this Agreement (in whatever form including without limitation in the form of allotments/contingentsor relevant Service) shall be non-refundable and We shall be under no obligation immediately upon notice to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementtheCustomer. 9.6 On termination 7.6. Notwithstanding the provisions of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersClauses 7.2 and 7.3, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of HUGE may terminate the Agreement which by their nature would continue beyond (or the termination, cancellation or expiration of the Agreement .relevant Service) on five

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date and, unless terminated sooner sooner, in accordance with these Termsthe terms hereof, shall remain in force as long as any PATENT is valid in any part of the LICENSED TERRITORY. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to 10.2 In the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, event either party may terminate an Order or this Agreement without liability to shall be in default in the other at any time with immediate effect upon written notice if the other party: a. is in material breach performance of any of its material obligations under hereunder, including but not limited breach of representation or warranty, and if the default has not been remedied within ninety (90) days following the date of receipt of a notice in writing from the other party specifying such default and its claim of right to terminate, the other party may terminate this Agreement by written notice in addition to any other remedies available to it by law or equity 10.3 Either party shall have the right to terminate this Agreement with immediate effect if the other party should enter into liquidation, either voluntary or compulsory, or become insolvent, or enter a corporate reorganization proceedings or if execution be levied on any goods and effects of the other party or the other party should enter into receivership or bankruptcy. 10.4 YORK may voluntarily terminate this Agreement, without cause, at any time on ninety (90) days written notice providing there is no SUBLICENSEE. Termination will take effect immediately at the end of the notice period. If YORK voluntarily terminates within the first three (3) years of the Agreement then YORK covenants that it will not develop, sponsor research or an Order and, market any product in the case LICENSED FIELD for a period of a breach which is capable five (5) years post-termination. In this event, UM and CCMB shall be free to pursue other commercial opportunities related to the ASSETS as they shall solely determine. 10.5 Upon the termination of remedythis Agreement by UM and CCMB under Sections 10.2 or 10.3, fails to remedy such breach within thirty (30or by YORK under Section 10.4, a) days of notice YORK and its AFFILIATES shall make no further use of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over ASSETS. YORK shall discontinue to use and exploit the ASSETS and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to it or by UM and CCMB hereunder. YORK shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that YORK does not retain any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncopies thereof. 9.4 In b) UM, CCMB and Inventor shall make no further use of the event We terminate an Order pursuant YORK PATENTS. UM, CCMB and Inventor shall discontinue all use of YORK's INFORMATION and YORK's MATERIAL and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to Section 9.3 it by YORK hereunder. UM, CCMB and Inventor shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that UM, CCMB and Inventor do not retain any copies thereof. 10.6 This Article 10 and the following rights and obligations shall survive any termination of this Agreement to the degree necessary to permit the fulfillment or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form discharge by each party of allotments/contingentstheir rights and obligations noted below; a) shall be non-refundable and We shall be under no YORK's obligation to refund supply a final report as specified in Article 7.2 of this Agreement. b) UM's right to You any such prepaid Service Fees even where as receive or recover and YORK's obligation to pay amounts accrued at the date of termination You have not yet called off all Services 9.5 Termination under Article 4 of any Order shall have no effect on any other Order under this Agreement. 9.6 On c) YORK's obligation to maintain records and make them available under Section 11.1 of this Agreement. d) The representations, warranties and indemnities under Article 9 of this Agreement. 10.7 The obligations of confidentiality as provided in this Agreement will survive termination of an Order or this Agreement for any reason: a period of five (i5) each party shall immediately return years post termination, except where termination occurs due to default by York under Section 10.2 or the other all papersliquidation, materials, Confidential Information insolvency or corporate reorganization or enter into receivership or bankruptcy as described in Section 10.3 above in which case UM and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party CCMB shall have any no further right or obligation with respect obligations to the other except as set out in this Section YORK, including those under Article 5. 10.8 Notice of termination shall be effectively served on YORK only when written notice of termination is received from both UM and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement CCMB.

Term and Termination. 9.1 Each Order for Services shall take effect (13.1) This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Order date Commencement Date and remain in effect shall continue for the Subscription Term and, thereafter, this agreement shall continue until any either party provides the other party with one (1) month written notice of termination, unless otherwise agreed end date specified in the Order Form: (13.2) Without affecting any other right or until all Services under such Order have been providedremedy available to it, unless terminated sooner in accordance either party may terminate this agreement with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at party fails to pay any time with immediate effect upon written notice if amount due under this agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment; (b) the other party: a. is in party commits a material breach of any other term of its obligations under the Agreement this agreement which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 20 days after being notified in writing to do so; (30c) days the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ; (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the breachother party; (g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(c) to clause 13.2(i) (inclusive); (k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or b. voluntarily files a petition under bankruptcy (l) any warranty given by Avari Solutions Ltd in clause 6.4 of this agreement is found to be untrue or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionmisleading. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents13.3) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement agreement for any reason: : (ia) all licences granted under this agreement shall immediately terminate; (b) each party shall immediately return make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; (c) Avari Solutions Ltd may in its discretion destroy or otherwise dispose of any of the other held by it Customer Data in connection with the performance its possession. (d) any rights, remedies, obligations or liabilities of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services 19.1 This Agreement shall take effect commence on the Order date Commencement Date and remain in effect until any agreed end date specified in shall, subject to Clause 19.2 below, continue for the Order or until all Services under such Order have been provided, unless terminated sooner Minimum Agreement Period and thereafter in accordance with these TermsClause 19.3 below. 9.2 Unless otherwise stated 19.2 Where you accept any new Order Form after the Commencement Date in an Orderaccordance with Clause 3.2 above both You and Bluecoat agree that this Agreement (and any prior Order Form accepted by You under this Agreement) shall terminate with immediate effect and shall be replaced by a new Agreement as described in the most recent Order Form. 19.3 At the end of the Minimum Agreement Period and any Extended Period(s) that follow, each Order this Agreement shall automatically renew and, subject to Clauses 3.5 and 12.3 above extend for Services may be terminated for convenience by a (further) Extended Period unless either Party by providing thirty party has served a Notice of Termination of this Agreement on the other side, in which case the Term shall terminate on the later of (30i) days’ prior written notice the end of the Minimum Agreement Period and (ii) the date 12 months after the date on which the Notice of Termination was served. 19.4 In addition to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledprovisions for termination as herein provided, either party may terminate an Order or this Agreement without liability by notice In Writing to the other at terminate this Agreement if any time with immediate effect upon written notice of the following events shall occur: 19.4.1 if the other party: a. party is in material breach of any term, condition or provision of its obligations under the this Agreement or an Order and, in required by the case of a breach which is capable of remedy, applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the party not in breach; 19.4.2 if the other party, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation); shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts; or 19.4.3 the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇, or (being a partnership) has any partner to whom any of the foregoing apply; or 19.4.4 the other party (being an individual) is the subject of a bankruptcy petition or order. 19.5 In addition to the provisions for termination as herein provided, Bluecoat may by notice In Writing to You terminate this Agreement if You fail to pay any Fees within a period of thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over from it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionbecoming due. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date 2.1.1 The initial term of this Agreement is as specified in the Order Estimate / Invoice and commences from the date of this Agreement or until all Services under such Order have been provided, commencement of service delivery and the term shall automatically renew in annual increments thereafter unless terminated sooner by either party in accordance with these Termsthis Agreement. 9.2 Unless otherwise stated 2.1.2 Except as provided in an Orderclause 6.2.3 regarding Support Services, each Order either party may terminate the Agreement after its initial term for Services may be terminated for convenience any reason by either Party by providing giving thirty (30) days’ prior days written notice to the other Partyparty. 9.3 Without prejudice 2.1.3 Either party shall be entitled to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. ceases to exist, becomes insolvent or bankrupt or being a company is in wound up or is deemed unable to pay its debts or has a receiver appointed over any part of its assets, or if the other party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy such breach within thirty (30) days of after having been given written notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictiondo so. 9.4 In 2.1.4 Where the event We terminate an Order pursuant Agreement is breached by SyncEzy, this Agreement may be terminated forthwith by the Customer giving written notice to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementSyncEzy. 9.6 2.1.5 On termination of an Order or this Agreement for any reason: (i) each party Hosted Service, Customer shall immediately cease to use the Hosted Service and SyncEzy shall promptly return to the other all papersCustomer any documents, materials, Confidential Information data and other properties information created and used for the purposes of this Agreement. Customer will be required to advise SyncEzy on the other held by it in connection with alternate service arrangement and facilitate handover of IP and data. SyncEzy shall be entitled to Charge its reasonable costs for the performance provision of the Services; (ii) You shall promptly pay Us this Service. 2.1.6 Customer will be liable for all Services provided and Fees and expenses due Charges up to the date of termination; and . Such Charges shall be due on the terms as stated in the invoice. 2.1.7 The termination of this Agreement, any part of it, or of the provision of the Service (iiihowsoever occasioned) neither party shall have not affect: a) Any accrued rights, obligations or liabilities of either party; b) The coming into force or the continuance in force of any further right provision hereof which is implied or obligation with respect expressly intended to come into force or continue in force on or after such termination. 2.1.8 Without prejudice to any rights or remedies to the other except as set out in injured party under this Section Agreement the termination (howsoever occasioned) shall cause the cancellation of licenses for any and in such Sections all Software Product supplied hereunder. 2.1.9 The effect of the notice of cancellation of the license for a Software Product supplied hereunder is that the Customer must immediately cease use of the Software Product and any Documentation relating to the Software Product to SyncEzy, take all such steps to destroy any copies of the Software Product under the control of the Customer, have all Software Product removed from all computers operated by or controlled by the Customer, and procure that a director of the Customer warrant in writing to SyncEzy that these provisions have been adhered to. 2.1.10 If this Agreement is terminated for any reason then clauses 1.6 Appropriate Law, 1.9 Personnel, 1.13 Confidentiality, 3.5 Copyright and Intellectual Property Rights shall continue to have effect as shall any other provision which by their nature would or implication were intended to come into or continue beyond the in force on or after such termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 12.1 The term of this Agreement shall take effect begin on the Order date and remain in effect until any agreed end date specified Effective Date as stated in the Order or until all Services under such Form and shall continue for a 12 month term (“Service Term”). After the initial Service Term, the Order have been providedForm shall renew for additional 12 month periods (each a Service Term), unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience written notice of non-renewal is received by either Party by providing the other party at least thirty (30) days’ days prior to the next automatic renewal date. Upon renewal, the price is subject to change if the number of workflows required, or access to other features changes. Renewal pricing is also subject to 1) Consumer Price Index or 2) Employment Cost Index Increases. 12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at party fails to pay any time with immediate effect upon written notice if amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the other party: a. is in party commits a material breach of any other term of its obligations under the Agreement or an Order and, in the case of a this agreement and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 30 days of notice of the breachafter being notified in writing to do so; or b. voluntarily files a petition under bankruptcy (c) the other party suspends or insolvency law; has a receiver ceases, or administrative receiver appointed over it threatens to suspend or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry cease, carrying on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant 12.3 Any provision of this agreement that expressly or by implication is intended to Section 9.3 come into or You terminate an Order for convenience continue in accordance with Section 9.2 any prepaid Service Fees (force on or after termination or expiry of this agreement shall remain in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable full force and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementeffect. 9.6 On termination 12.4 Termination or expiry of an Order this agreement shall not affect any rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 12.5 On termination for any reason: (iiia) neither party shall have any further right or obligation with respect all rights granted to the other except as set out Customer under this agreement shall cease; (b) the Customer shall cease all activities authorised by this agreement; and (c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this agreement. 12.6 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Section agreement shall remain in full force and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order for Services shall take effect 2.1 This Agreement shallenter into force on the Order date Commencement Date and remain shall continue in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsforce for a period of [ TBC ] . 9.2 Unless otherwise stated in an Order2.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other, terminate the Agreement in the following circumstances: a) forthwith upon notice in writing , if the other Party shall be unable to pay its debts within the meaning of section 570 of the Companies Act, 2014 or have an examiner or receiver appointed over the whole or any part of its assets or go into liquidation (whether compulsory or voluntary) otherwise than for the purposes of amalgamation or reconstruction or shall make any agreement with its creditors or have any form ofexecution or distress levied uponits assets or cease to carryon business; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is remedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Authorisation. 9.3 Without prejudice 2.3 If either Party delays inacting upona breachof this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 2.4 Notwithstanding any other rights provision of the Agreement, if a Party fails to pay a net balance due in accordance with the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or remedies suspendthe Service and the non-breaching Party shall be released from its obligationunder this Agreement until any balance due is paid without affecting the non-breaching Party’s right to which We or You may be entitledcontinue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, either party may retain all revenue, and continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate an Order or this Agreement without liability or right to compensation for the defaultin g Party. 2.5 Upon the termination of this Agreement each Partyshall refund to the other at any time with immediate effect upon written notice if a fair and equitable proportion of those sums paid to the other party: a. is Party under this Agreement which are periodic in material breach of any of its obligations under the Agreement or an Order and, in the case of nature and have been paid for a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover -payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 12.1 This Agreement is effective as of the Effective Date and shall take effect on the Order date and remain in effect continue to be effective until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services 12.2 This Agreement may be terminated for convenience without cause by either Party the Company on or after three (3) years from its Effective Date in compliance with the notice and renewal provisions of Article 21.11-1 of the Code, or at any other time by providing thirty (30) days’ prior written notice mutual agreement of the parties. 12.3 Notwithstanding any provision contained in this Agreement to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledcontrary, either party may terminate an Order or this Agreement without liability to for cause on failure of the other at party to comply with any time with immediate effect upon provision of this Agreement (a “default”) after giving the other party written notice if of the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of alleged default and a breach which is capable of remedy, fails to remedy such breach within reasonable time (not less than thirty (30) days or more than (6) months) to cure such default; provided that the right to cure a default shall not apply to the following, and termination shall be effective immediately upon the giving of notice such notice: a) Failure by MGA to pay premiums to the Company within the time set forth in this Agreement; b) Failure by MGA to deliver to the Company an Agent’s Report within the time set forth in this Agreement; c) Revocation of a license necessary to a party’s performance hereunder; d) Issuance of a final, non-appeal able, restraining order, injunction, or other order by a governmental authority having proper jurisdiction which prohibits a party from carrying out this Agreement; e) Any party filing or becoming the subject of a petition seeking protection or satisfaction of debts under the bankruptcy, receivership or creditor’s rights laws of the breach; orparty’s domiciliary state or country; b. voluntarily files f) At the option of the Company, the transfer or attempted transfer of a petition under bankruptcy controlling interest in MGA without first obtaining the Company’s consent. At the Company’s option, the Company may suspend any or insolvency law; has a receiver all authority of MGA during the pendency of any material default of MGA, any dispute regarding any material default of MGA, or administrative receiver appointed over it or during any period, if any, allowed to cure any such material default. Any exercise by the Company of its assets; passes rights under this provision to suspend any and all authority of MGA shall not be considered a resolution for winding-up) or a court default under the terms of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 12.4 All power and authority of MGA granted under the terms of this Agreement shall cease upon termination of an Order or this Agreement. 12.5 In the event of termination of this Agreement when MGA is not in default and has accounted for and paid over to the Company all monies for which MGA is liable, then the Company shall permit MGA to retain all records of the business written pursuant to this Agreement, as well as use and control of expirations on the business written pursuant to this Agreement subject to any reason: (i) each party prior agreements with local producing agents regarding such policy expirations. In the event that MGA is in default under any provision of this Agreement and MGA has not cured such default within the time specified in Section 12.3, above, all records relating to the business written pursuant to this Agreement shall be vested in, returned immediately to, and become the exclusive property of the Company. 12.6 All software programs that are developed by MGA remain the property of MGA. In the event proprietary data of the Company has been collected and stored by MGA on behalf of the Company, such data shall remain the property of the Company. 12.7 Upon termination of this Agreement, MGA shall immediately return cause to be delivered to the other Company all papers, materials, Confidential Information and other properties property of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for Company, including, without limitation, unused drafts, policies, manuals, forms, and where applicable, all Services provided and Fees and expenses due up records, including those related to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement expirations.

Term and Termination. 9.1 Each Order a. The initial term of this Agreement will be for Services shall take a period of eight (8) years following the Effective Date. Unless notice of termination is given by either party at least 120 days prior to the scheduled termination date, this Agreement will continue in effect beyond the initial term, in successive one-year terms. Notwithstanding any number of renewals, this Agreement is a fixed term agreement and not an agreement of indefinite term. Nothing contained in this Agreement creates any express or implied obligation on either party to renew or extend this Agreement or to create any right to continue this Agreement on the Order date same terms and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsconditions. 9.2 Unless otherwise stated in an Order, each Order for Services b. Either party may be terminated for convenience terminate this Agreement without liability by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. makes a general assignment for the benefit of creditors, or if a petition in bankruptcy or under any insolvency law is in filed by or against the other and such petition is not dismissed within sixty (60) days after it has been filed or the other commits a material breach of any of its obligations under the Agreement or an Order andhereunder. However, in the case of a any such breach which is capable of remedybeing cured, fails neither party will terminate this Agreement unless and until the other will have failed to remedy make good such breach default within thirty ninety (3090) days after it will have been served with a written notice requiring that such default be made good and stating its intention to terminate the Agreement if compliance with the notice is not met; provided, however, that Subscriber Product deficiencies described in Section 4.a.2 will not give rise to the termination remedy in this Section 17b. The termination of notice this Agreement will not affect or prejudice any provisions of this Agreement, which are expressly or by implication provided to continue in effect after such termination. c. Upon termination of this Agreement as a result of a material, uncured breach by Clearwire: (i) Motorola is relieved of any obligations to make any additional shipments and may cancel all of Clearwire's unshipped orders for Subscriber Products, regardless of previous acceptance by Motorola of those orders, and Motorola has no obligation or liability to Clearwire or any other parry in connection with such cancellations; (ii) all outstanding invoices to Clearwire and other amounts due to Motorola from Clearwire become immediately due and payable, and each invoice not yet submitted to Clearwire for Subscriber Products shipped prior to termination will be due and payable immediately upon submission of the breachinvoice to Clearwire; or b. voluntarily files (iii) Clearwire will immediately discontinue any use of all Motorola names and trademarks in association with the Subscriber Products, as well as any other combination of words, designs, trademarks or trade names that would indicate that Clearwire is or was an authorized distributor of the Subscriber Products; and (iv) within 30 days after termination, Clearwire will deliver to a petition under bankruptcy location Motorola will specify all Motorola property, including all equipment, customer data, software items, catalogs, drawings, designs, engineering photographs, samples, literature, sales aids and any confidential business information and trade secrets of Motorola in Clearwire's possession, along with all copies of these items. Motorola's acceptance of any order by Clearwire for Subscriber Products after the termination of this Agreement will not be construed as a renewal or insolvency law; has extension of this Agreement, nor as a receiver or administrative receiver appointed over it or any waiver of its assets; passes a resolution for winding-up) or a court termination of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionthis Agreement. 9.4 In d. The terms, provisions, representations and warranties contained in this Agreement that by their sense and context are intended to survive the event We terminate an Order pursuant to Section 9.3 performance by either or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form both parties will so survive the completion of performances and termination of this Agreement, including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination making of any Order shall have no effect on any other Order and all payments due under this Agreement. 9.6 e. On termination of an Order or after January 1, 2009, Motorola may terminate this Agreement upon one year's prior written notice to Clearwire with continued supply of Subscriber Products to Clearwire for any reason: (i) each party shall immediately return a two year period commencing on the termination notice date under the terms of this Agreement. f. Motorola will place the source code for current versions of the Expedience Subscriber Product software owned by Motorola, as well as a copy of the software itself, in escrow, at Clearwire's cost, under terms and conditions that are mutually agreeable to the other all papersParties. The parties agree to promptly enter into good faith, materials, Confidential Information and other properties of commercially reasonable negotiations in an effort to conclude a software escrow agreement within forty-five (45) days after the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Effective Date.

Term and Termination. 9.1 Each Order for Services 11.1. The Contract shall take effect commence on the earlier of the date of the first agreed Order Form between the parties and the date and remain in effect until any agreed end date of signature of this MSA by the parties. 11.2. Where a Services Term is specified in an Order Form, that Order Form shall renew for successive periods, each equal in length to the Order or until all Services under Term (and each being a ‘Services Term’) unless either party gives to the other at least 90 days’ written notice of termination, such Order have been provided, unless terminated sooner in accordance with these Termsnotice to expire at the end of a Services Term. 9.2 Unless otherwise stated in an Order11.3. Without affecting any other right or remedy available to it, each either party may terminate the Contract or any Order for Services may be terminated for convenience Form with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 11.3.1. the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a Contract and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days after receipt of notice in writing to do so; 11.3.2. the other party enters administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is wound up (whether voluntarily or by order of the breach; or b. voluntarily files court, unless for the purpose of a petition under bankruptcy or insolvency law; solvent restructuring), has a receiver or administrative receiver appointed over it or to any of its assets; passes a resolution for winding-up) assets or a court ceases to carry on business or, if the step or action is taken in another jurisdiction, undertakes any of competent jurisdiction makes an order the abovementioned activities in connection with any analogous procedure in the relevant jurisdiction; 11.3.3. the other party suspends, or threatens to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; suspend, or ceases or threaten threatens to cease to carry on all or a substantial part of its business; or is subject or 11.3.4. the other party's financial position deteriorates to any analogous event or proceeding such an extent that in any applicable jurisdictionthe reasonable opinion of the terminating party the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 9.4 In 11.4. Without affecting any other right or remedy available to it, Conosco may terminate the event We terminate an Order pursuant to Section 9.3 Contract or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on Form by giving ninety days’ written notice to the Customer if Control of the Customer changes. 11.5. Without affecting any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect remedy available to it, where it has a right to terminate under clause 11.3, Conosco may suspend the other except as set out in this Section and in such Sections supply of Services and/or all further deliveries under the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Contract.

Term and Termination. 9.1 Each Order for Services shall take effect on 10.1 This AGREEMENT has been entered into and will come into force only as of the Order date EFFECTIVE DATE and will remain in effect force until any agreed end date specified in expiration of the Order or until all Services under such Order have been providedlast patent of the PATENT RIGHTS, unless it will be prematurely terminated sooner in accordance with these Terms.the article 10.2 or the article 10.3 below. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 16 of 42 KREATECH: _________ LICENSEE: _________ 9.2 Unless otherwise stated 10.2 In the event either of the Parties shall fail or refuse to perform any of its material obligations hereunder, the other party may, without waiving any other contractual or statutory rights, provide the defaulting party with written notice specifying the particulars of such failure or refusal and demanding that such default be remedied within a ninety (90) day period, which period must be specified in an Ordersaid notice. If the default will not fully and correctly be remedied within the period set forth in the notice of default, each Order for Services the non-defaulting party may be terminated for convenience by either Party by providing thirty (30) days’ prior immediately terminate this AGREEMENT out-of-court upon further written notice to the defaulting party, notwithstanding its other Partyrights, such as its rights to claim for full and/or additional compensation of damages. 9.3 Without prejudice 10.3 This AGREEMENT may be immediately terminated by KREATECH by giving written notice to LICENSEE, if (i) LICENSEE admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy or under any other rights or remedies to which We or You may be entitledinsolvency act, either party may terminate makes an Order or this Agreement without liability to assignment for the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any benefit of its obligations under creditors, or upon a petition in bankruptcy or for the Agreement or an Order and, in the case appointment of a breach which is capable of remedyreceiver being filed against it, fails to remedy such breach have the petition or appointment dismissed or vacated within thirty sixty (3060) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order thereof, or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You LICENSEE assigns its rights under this AGREEMENT in violation of article 15.1 hereof, or (iii) LICENSEE is determined by a final judgment of a judicial proceeding from which no appeal can be or is taken to have acted outside the scope of the license(s) granted under this AGREEMENT and thus violates one or more of the PATENT RIGHTS. (a) Upon termination of this AGREEMENT, for whatever reason, LICENSEE will immediately cease to use any and all (intellectual) property owned or controlled by KREATECH and will return all materials owned by KREATECH. No termination of this AGREEMENT shall promptly relieve the Parties of their confidentiality and secrecy obligations pursuant to this AGREEMENT and all other obligations that from their nature are destined to survive termination of this AGREEMENT. (b) Upon termination of this AGREEMENT, with the exception of termination for the reason as set forth in article 10.3 under (ii) above, LICENSEE is entitled to sell off its stock of LICENSED PRODUCTS, provided that LICENSEE will pay Us for all Services provided and Fees and expenses to KREATECH any payments due KREATECH up to the date of termination; . 10.5 This Agreement may be terminated by LICENSEE for any reason or for no reason by giving one hundred and twenty (iii120) neither party days written notice to KREATECH. In this event LICENSEE shall have comply with all its financial obligations to KREATECH within a period of twelve (12) months after termination of this Agreement, and LICENSEE is not entitled to receive refund of any further right or obligation with respect payments made under the Agreement. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 17 of 42 KREATECH: _________ LICENSEE: _________ 10.6 Subject to the provisions of this the section 10.6, the portion of this Agreement, solely as it relates to PATENT RIGHTS/THIRD PARTY, may be terminated by KREATECH at any and all times without any obligation to pay for damages or any other except form of compensation, by giving written notice to LICENSEE, solely in the event of termination of the [**************], for whatever reason. KREATECH shall use its best efforts to maintain the [**************] in full force and effect during the term of this Agreement. KREATECH shall indemnify and hold harmless LICENSEE from and against any judicially enforceable claims, damages and any economic loss resulting from any third party legal action against LICENSEE from any failure by KREATECH to maintain the [************] and the licenses granted thereunder in full force and effect during the term of this Agreement. In the event that the [***************] is terminated, KREATECH shall immediately inform LICENSEE of that fact and will use its best efforts to find an equivalently performing [***] to that which is the subject matter of the [**********], to be supplied to LICENSEE with materially equivalent rights as set out forth in this Section and Agreement, at no cost to LICENSEE. Additionally KREATECH shall maintain in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement its inventory sufficient [*********] to supply LICENSEES needs for 18 months based on LICENSEE’s forecast .

Term and Termination. 9.1 Each Order 1. The Term of this Agreement shall commence upon the Effective Time and shall extend, without interruption except to the extent otherwise expressly provided in this Agreement, to and including a date that is ten (10) years from the Effective Time. Thereafter the Agreement shall automatically renew for Services consecutive ten (10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof. 2. Notwithstanding anything herein to the contrary, if Camping World or CWI, on the one hand, or Insurer, on the other hand, fails to perform any of its obligations under this Agreement and such breach is material, the other party may deliver a written notice (a "Notice of Breach") describing such violation or nonperformance in reasonable detail. The breaching party shall have thirty (30) days in which to cure the violation or non-performance described in the Notice of Breach; and if such party does not cure such violation or non-performance as aforesaid, the party delivering the Notice of Breach may terminate this Agreement upon a further thirty (30) days' written notice to the other party which termination shall take effect on the Order date 30 day after delivery of such second notice. For the avoidance of doubt, (and remain in effect until addition to or in place of delivery of notice of such termination), the non-breaching party may pursue at law or at equity any agreed end date specified in other rights or remedies (including specific performance) for any failure by the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsother party to perform any of its obligations hereunder. 9.2 Unless otherwise stated 3. Notwithstanding anything herein to the contrary, if Camping World or CWI reasonably determines that Insurer is performing its duties hereunder in an Ordera manner that has a material adverse effect on the business or goodwill of Camping World or CWI or any of their subsidiaries, each Order for Services or if Insurer reasonably determines that Camping World or CWI is performing its duties in a manner that has a material adverse effect on the business or goodwill of Insurer, Camping World or Insurer, as the case may be terminated for convenience by either Party by providing be, may deliver a written notice (a "Notice of Injury") describing the acts and adverse effects in reasonable detail. The party receiving the Notice of Injury shall have thirty (30) days’ prior days in which to change the manner in which it performs such duties so as to eliminate the material adverse effect. If the party receiving any such Notice of Injury fails to make changes to eliminate such defect, the party delivering the Notice of Injury may terminate this Agreement upon thirty (30) days written notice to the other Partyparty. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 8.1 The term of this Agreement shall take effect commence as of the Effective Date and shall, subject to the rights of termination outlined in this Clause 8, expire on a Product-by-Product basis and on a country-by-country basis on the Order last to occur of: 8.1.1 [ * ] starting from the date and remain in effect until any agreed end date specified of the first commercial sale of the Product in the Order or until all Services under such Order have been provided, unless terminated sooner country concerned; or 8.1.2 the date of expiration of the last to expire of the patents included in accordance with these Terms.the Elan Patents and the Elan Improvements and/or the RPI Patents and the RPI Improvements ("the Term") 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by 8.2 If either Party by providing thirty (30) commits a Relevant Event, the other Party shall have, in addition to all other legal and equitable rights and remedies hereunder, the right to terminate this Agreement upon 30 days’ ' prior written notice to the other defaulting Party. 9.3 Without prejudice to any other rights 8.3 For the purpose of this Clause 8, a "Relevant Event" is committed or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other partysuffered by a Party if: a. is in 8.3.1 it commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, JDOA and fails to remedy such breach it within thirty (30) 60 days of notice being specifically required in writing to do so by the other Party; provided, that if the breaching Party has proposed a course of action to rectify the breach and is acting in good faith to rectify same but has not cured the breach by the 60th day, such period shall be extended by such period as is reasonably necessary to permit the breach to be rectified; 8.3.2 a distress, execution, sequestration or other process is levied or enforced upon or sued out against a material part of its property which is not discharged or challenged within 30 days; 8.3.3 it is unable to pay its debts in the normal course of business; 8.3.4 it ceases wholly or substantially to carry on its business, otherwise than for the purpose of a reconstruction or amalgamation, without the prior written consent of the breach; orother Party (such consent not to be unreasonably withheld); b. voluntarily files 8.3.5 the appointment of a liquidator, receiver, administrator, examiner, trustee or similar officer of such Party or over all or substantially all of its assets under the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or Ireland; 8.3.6 an application or petition for bankruptcy, corporate re- organization, composition, administration, examination, arrangement or any other procedure similar to any of the foregoing under bankruptcy the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or insolvency law; has Ireland, is filed, and is not discharged within 60 days, or a receiver Party applies for or administrative receiver appointed over consents to the appointment of a receiver, administrator, examiner or similar officer of it or any of all or a material part of its assets; passes , rights or revenues or the assets and/or the business of a resolution Party are for winding-up) any reason seized, confiscated or condemned. 8.4 Elan shall be entitled to terminate this Agreement in the event of a court Change of competent jurisdiction makes an order to Control of RPI/Newco, upon which termination the RPI License shall terminate, provided that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject the foregoing shall not apply in relation to any analogous event or proceeding in exercise of any applicable jurisdictionoptions by Elan granted by the Definitive Documents. 9.4 In 8.5 Upon expiration or termination of the event We terminate an Order pursuant Agreement: 8.5.1. any sums that were due from Newco to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Elan on Net Sales in the form Territory or in such particular country or countries in the Territory (as the case may be) prior to the expiration or termination of allotments/contingents) this Agreement as set forth herein shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at paid in full within 60 days after the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On expiration or termination of an Order or this Agreement for any reason: the Territory or for such particular country or countries in the Territory (i) each party shall immediately return to as the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .case may be);

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How and/or CDACF Version 8 Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written notice in writing to Lonza. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver administrator appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; . 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza)=or disputes or knowingly, directly or indirectly, assists any third party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement expires or is subject to terminated for any analogous event or proceeding in reason any applicable jurisdiction. 9.4 In the event We and all licences granted hereunder shall terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at effect from the date of termination You have not yet called off and Licensee shall destroy all Services 9.5 Termination Vectors, Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Lonza provided that Licensee shall be entitled to sell any Product in its sole discretion remaining in its possession or control at the time that termination becomes effective, provided that such sales shall be completed within six (6) months of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; expiry or termination of this Agreement and any stocks of Product still remaining shall be destroyed (iii) neither party with an appropriate written certificate of such destruction being immediately sent to Lonza). Licensee shall have any further right or obligation pay Lonza the royalties in respect of such sales in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clause 6.

Term and Termination. 9.1 Each Order for Services 11.1 Subject to earlier termination in accordance with this Section, this Agreement shall take effect commence on the Order effective date of this Agreement and remain in effect force for a period of one hundred (100) years. LICENSEE may terminate it at any time by giving thirty (30) days notice. In the event of termination by LICENSEE, all payments due until any agreed end the date specified in of termination will remain due, but the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsLicenses will be immediately and irrevocably terminated. 9.2 Unless otherwise stated in an Order, each Order for Services 11.2 The Agreement may be terminated immediately by written notice to LICENSEE by LICENSOR at its election in the event of the occurrence of any one of the following circumstances: A. In the event LICENSEE is placed in the hands of a receiver or makes a general assignment for convenience the benefit of creditors; or B. In the event that all or substantially all of the assets of LICENSEE or its successor-in-interest are seized or attached in conjunction with any action brought against it by either Party a third party creditor and such attachment is not contested by providing LICENSEE within thirty (30) days’ prior . 11.3 This Agreement may be terminated effective upon thirty (30) calendar days written notice from LICENSOR and the failure of LICENSEE to cure any breach or default prior to the other Party.expiration of the thirty-day notice period in any of the following circumstances: 9.3 Without prejudice A. In the event LICENSEE becomes insolvent, or shall cease to carry on its business in the normal course, or withdraws its products or services from the market for 90 days or more without explanation or commitment acceptable to LICENSOR to reenter the market; or B. In the event there is a transfer or sale of LICENSEE's business purporting to transfer or assign this Agreement and/or the LICENSED TECHNOLOGY to any other rights party that does not have at least the same or remedies to which We or You may be entitled, either party may terminate an Order or greater financial resources as the LICENSEE; or C. Disclosure of confidential information in violation of the confidentiality provisions in Section 8 of this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:agreement; or a. is in material breach of any of its obligations under the Agreement or an Order and, in 11.4 In the case of a breach which is capable or default arising from LICENSEE's failure to pay LICENSOR royalties or other costs or expenses pursuant to the Agreement when due and payable, failure to complete the performance requirements of remedySection 5 of this Agreement, fails or from any other material breach or default of this Agreement other than those described in Section 11.2 and Section 11.3, LICENSOR shall have the right, but not the obligation, to remedy such breach within terminate this Agreement upon thirty (30) days notice to LICENSEE. Termination shall become effective upon the failure of LICENSEE to cure such breach or default within such notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionperiod. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 11.5 Upon termination of an Order or this Agreement for any reason: (i) each party , LICENSEE shall not be released from any obligation that has matured prior to the effective date of the termination. LICENSEE may, however, after the effective date of such termination, complete committed projects based on LICENSED TECHNOLOGY or in process as of the time of such termination, provided that LICENSEE is current with existing payment obligations and shall pay to LICENSOR the royalties and other consideration due on such projects as required by this Agreement and shall submit the reports as required. 11.6 Upon the termination of this Agreement, any SUBLICENSEE which has not breached in any material way its sublicense agreement shall be granted the right to receive a license directly from LICENSOR on the same terms and conditions as in the sub-license agreement in effect at the time, granting license rights to the LICENSED TECHNOLOGY. 11.7 Upon the termination of this Agreement, LICENSEE shall immediately cease using and return to the LICENSOR any uncommitted LICENSED TECHNOLOGY, enhancements and all other all papers, materials, Confidential Information documents and other properties information as may have been provided by LICENSOR pursuant to this Agreement, which contain information that is confidential or proprietary to LICENSOR and shall grant back to LICENSOR all of the other held LICENSEE's right, title and interest to all IMPROVEMENTS, with applicable documentation, made by it LICENSEE in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up relation to the date LICENSED TECHNOLOGY. 11.8 Nothing herein shall be construed to limit LICENSOR's legal or equitable remedies in the event of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in a default by LICENSEE and/or subsequent termination of this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement LICENSOR.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services 14.1 Notwithstanding its other rights under such Order have been providedthis Agreement, unless terminated sooner in accordance with these Terms.Get Living may terminate this Agreement: 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party 14.1.1 by providing thirty (30) days’ a minimum of 1 month’s prior written notice to the other PartySupplier; 14.1.2 for breach of clauses 9, 10.2, 12 and/or 16; or 14.1.3 if Get Living is required to terminate this Agreement under applicable law or by a regulatory authority. 9.3 Without prejudice to any other rights 14.2 This Agreement shall commence on the Commencement Date and, unless and until terminated earlier in accordance with clause 14.1 or remedies to which We or You may be entitled14.3, either shall continue in force for the duration of the Term. 14.3 Either party may terminate an Order or this Agreement without liability immediately on written notice to the other at any time with immediate effect upon written notice if if: 14.3.1 the other party: a. is in party commits a material or persistent breach of any term of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 30 days of notice of the breachafter being notified in writing to do so; or b. voluntarily files 14.3.2 enters into and/or itself applies for, and/or calls meetings of members and/or creditors with a petition view to one or more of a moratorium, administration, liquidation (of any kind, including provisional), or composition and/or arrangement (whether under bankruptcy deed or insolvency law; otherwise) with creditors, and/or has a receiver or administrative receiver appointed over it or any of its assets; passes property subjected to one or more of appointment of a resolution for winding-upreceiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to 14.4 Termination of this Agreement shall not prejudice any analogous event or proceeding in any applicable jurisdictionof the parties’ rights and remedies which have accrued as at termination. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 14.5 On termination of an Order or this the Agreement for any reason: (i) : 14.5.1 each party shall immediately return to will cease use of the other all papers, materials, party’s Confidential Information and other properties of Data and (at the other held party’s option) return, destroy or irretrievably delete the same; and 14.5.2 the Supplier shall immediately deliver to Get Living all Goods and/or Deliverables paid for by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due Get Living up to the date of termination; , whether or not then complete, and (iii) neither party shall have return all Get Living Materials. 14.6 Notwithstanding any further right or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement the provisions which by their nature would continue beyond are intended to survive such termination will remain in full force and effect including, without limitation, clause 12 (Confidentiality). 14.7 In the event of termination, cancellation transfer, or expiration potential transfer of these services in whole or part to Get Living or another Supplier, TUPE may apply and in such instance Get Living or the new Supplier may inherit liabilities in respect of transferring employees. 14.7.1 Both parties will provide to the other on request such information as may be necessary to enable the other party to comply with its obligations, and where necessary access to consult with the affected employees. 14.7.2 The Supplier agrees that subject to the relevant data protection regulations it will provide to Get Living or replacement Supplier, employee lists and employee information within 20 business days of any such request. 14.7.3 The Supplier will provide a list of those employees to which it believes a TUPE transfer will apply, including the percentage of each employees time it believes is spent working on behalf of the Agreement customer 14.7.4 No later than 10 working days before the transfer of the contract the Supplier will provide a final list of those employees where it has been agreed by all parties that TUPE will apply. 14.7.5 Get Living may supply the above information to any prospective replacement service provider having obtained and evidenced to the Supplier signed confidentiality agreements. 14.7.6 Following request of information the Supplier will notify Get Living within 24 hours should any potentially transferring employee give notice to terminate their employment. 14.7.7 The Supplier will indemnify Get Living against any claims from transferred employees in respect of 14.7.7.1 Unpaid salaries, commissions, bonuses, incentive payments, benefits, benefits in kind, holiday pay, sick pay, expenses, pension contributions and any other employment costs 14.7.7.2 Unpaid taxation (including income tax under PAYE), employers and employees National Insurance contributions including interest and penalties 14.7.7.3 Any act, omission or default 14.7.7.4 The termination of employment including claims for expenses, notice pay, pay in lieu of notice, damages for wrongful dismissal, redundancy pay and compensation for unfair dismissal 14.7.7.5 Any failure of the Supplier to appropriately inform or consult or communicate with the employee or their representatives 14.7.7.6 Failure to provide Get Living with sufficient information to comply with its TUPE obligations

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date Effective Date and remain shall continue in full force and effect until any agreed end date specified in each country of the Order or until all Services under such Order have been provided, world unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written notice in writing to Lonza. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement which is irremediable or an Order and, (in the case of a breach which is capable of remedy, fails to remedy such breach ) shall not have been remedied within thirty (30) days of the receipt by the other of a notice of identifying the breachbreach and requiring its remedy; or b. voluntarily files 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a petition reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under bankruptcy this Agreement) or insolvency law; compounds with or convenes a meeting of its creditors or has a receiver or administrative receiver administrator appointed over it all or any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. 10.4 Without prejudice to any rights that have accrued under this Agreement or any of its assetsrights or remedies, Lonza may terminate this Agreement immediately by giving written notice to Licensee if: 10.4.1 there is a change of control of Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010) [***]; passes a resolution or 10.4.2 the Licensee contests [***]. 10.5 Subject to Clause 10.6, if this Agreement expires or is terminated for windingany reason any and all licences and sublicences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy (or otherwise procure the destruction of) all System Materials, Transfected Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-upHow and all System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided, however, that the Licensee and its Sublicensees shall have the right to sell or a court otherwise dispose of competent jurisdiction makes an order to that effect; becomes all Product then on hand, subject to an administration order; enters into any voluntary arrangement with its creditors; ceases the payment of royalties and the other terms of this Agreement. 10.6 [***] 10.7 Termination for whatever reason or threaten to cease to carry on business; or is subject to any analogous event or proceeding expiration of this Agreement shall not affect the accrued rights of the Parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order provisions which are expressed to survive this Agreement shall have no effect on any other Order under this Agreementremain in full force and effect. 9.6 On 10.8 The terms of Clauses 3, 4.5 to 4.9 (subject always to the consequences of termination in Clause 10.5), 5, 6, 7, 8, 10, 11 and 12 shall survive expiration or termination of an Order or this Agreement for any whatever reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services (a) The term of this Agreement shall take effect commence on the Order date Effective Date and remain shall continue in full force and effect unless and until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30b) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either Either party may terminate an Order or this Agreement without liability to or a S of Work: (i) If the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case such Statement of a breach which is capable of remedy, Work and fails to remedy cure such breach within thirty (30) days of receiving written notice of the breachbreach and intention to terminate; or b. voluntarily files (ii) Immediately upon written notice, if any of the following circumstances occurs: (i) if the other party becomes insolvent or unable to pay its debts in the ordinary course of its business; (ii) if a voluntary petition under applicable bankruptcy or other insolvency lawlaw is filed by the other party; has (iii) if a receiver is appointed for the business affairs of the other party or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction the other party makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its assignment for the benefit of creditors; ceases (iv) if any bankruptcy, reorganisation, debt arrangement or threaten to cease to carry on businessother proceeding under any bankruptcy or other insolvency law is instituted against the other party which is not dismissed within sixty (60) days thereafter; or is subject to any analogous event (v) if the other party liquidates or proceeding in any applicable jurisdictionceases doing business as a going concern. 9.4 (c) Mavenir shall have the right at any time and for any reason to terminate this Agreement upon written notice to Company. In the event We terminate of such termination Company shall have a right to any unpaid fees relating to Services actually performed through the date of termination, subject to the submission of an Order pursuant to Section 9.3 or You terminate an Order for convenience invoice in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement5 above. 9.6 On (d) Except as expressly set forth herein, termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall not serve to terminate or cancel any of the respective rights and obligations of the parties which arose hereunder during the term of this Agreement and which by these terms must remain valid and enforceable to give effect to their meaning, including, without limitation, any warranty, indemnification, liability and confidentiality provisions hereof.

Term and Termination. 9.1 Each Order for Services 8.1 This agreement shall take effect commence on the Order date Commencement Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless otherwise terminated sooner as provided in accordance with these Terms. 9.2 Unless otherwise stated this clause 8, until expiry of the Initial Term. Thereafter this agreement shall automatically renew, until either party terminates by 3 months notice in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice writing to the other Partyor the Lease has terminated. The parties may vary or extend this agreement in writing. 9.3 8.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement agreement without liability to the other at any time with immediate effect upon written notice if if: (a) the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or; b. voluntarily files a petition under bankruptcy (b) an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; (c) the other party makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement or composition with its creditors; ceases , or threaten makes an application to cease to carry on business; or is subject to any analogous event or proceeding a court of competent jurisdiction for the protection of its creditors in any applicable jurisdictionway, or becomes bankrupt; (d) the Service Provider is no longer able to undertake the Service due to change in the regulation regarding the Service Provider’s ability to continue this agreement; (e) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentsf) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementThe Lease is terminated. 9.6 8.3 On termination of an Order or this Agreement agreement for any reason: : (ia) the Service Provider shall immediately cease provision of the Services; (b) each party shall immediately return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and (c) the accrued rights of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except parties as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the at termination, cancellation or expiration the continuation after termination of the Agreement any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Term and Termination. 9.1 Each Order for Services 16.1 This Agreement and each Statement of Work shall take effect commence on the Order date Commencement Date and shall remain in effect until any full force for the Term unless otherwise agreed end date specified in by the Order Parties or until all Services under such Order have been provided, unless earlier terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderthe term of this Agreement. Thereafter, this Agreement and each Order Statement of Work shall continue to automatically renew for Services may be terminated for convenience by either a Subsequent Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party, not later than ninety (90) days before the end of the Term or the relevant Subsequent Term, to terminate this Agreement. 9.3 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the Customer breaches its obligations in Clauses 5.6 and 5.7; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 16.3 If for any reason a contract between a third party and the Supplier relating to the Supplier’s right to provide the Third Party Services which is the subject of the Agreement is terminated, then the Agreement shall automatically terminate, save that where the contract relates to other Deliverables other than that Third Party Service, termination of the Agreement shall operate only in so far as it relates to such Third Party Services. 16.4 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 16.5 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any Licence Fees as set out under Clause 12.1; and (3) any termination fees that the Supplier incurs from any of its Third Parties as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any Third-Party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. 16.6 Save as provided in Clause 16 or elsewhere in this Agreement, or by mutual consent and on agreed terms, or due to a Force Majeure event, neither Party shall be entitled to terminate a Statement of Work. Termination of a Statement of Work shall not by default, terminate other Statement of Works nor this Agreement. 16.7 Termination of any Statement of Work shall be without prejudice to any other rights or remedies to which We or You may be entitled, either any party may terminate an Order or have under any other Statement of Work. 16.8 Upon termination of this Agreement without liability or a specific Statement of Work for any reason the Supplier will provide to the other Customer and / or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at any its then current time with immediate effect upon written notice if the other partyand materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include: a. is in material breach (a) developing a plan for the orderly transition of the terminated Services from the Supplier to the Customer or the Successor Service Provider; and (b) such other activities upon which the Parties may agree including any non proprietary documents to enable a Successor Service Provider to continue to provide services. 16.9 Upon a termination of its obligations under the Agreement or an Order anda specific Statement of Work (as applicable), in the case Supplier shall only retain the Customer Data for a maximum period of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at 3 months from the date of termination You have not yet called off and may delete all Servicessuch copies of its Customer Data after the 3 months period has ended. 9.5 Termination 16.10 The provisions of Clauses 7,8,10,11,12,13,15,16,17,18 and 20 shall survive termination of any Order shall have no effect on any other Order under Statement of Work or this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 13.1 This Agreement shall take effect on the Order date and remain in effect until any agreed end date specified force from the Commencement Date will automatically renew for an additional 12months (“Renewal Term”), in the Order or until all Services under such Order have been providedabsence of written notice of cancellation by either Party, unless terminated sooner in accordance received by the other Party with these Termsat least 90 days prior written notice. 9.2 Unless otherwise stated in an Order13.2 Either party may terminate the Agreement, each Order for Services may be terminated for convenience without prejudice to its other rights and remedies, with immediate effect by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material i. commits a breach of any of its obligations under the this Agreement or an Order and, and in the case of a breach which is capable of remedyremediable breach, fails to remedy such breach it within thirty (30) 30 days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; ii. becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium or there occurs in relation to that party, any event which is analogous to any of the breachevents referred to in this clause 10.2 in any part of the world iii. being a sole trader, dies or a bankruptcy petition is presented, or there occurs in relation to that party any event which is analogous to such a bankruptcy event in any part of the world; or b. voluntarily files 13.3 Supplier may terminate this Agreement, without prejudice to its other rights and remedies, with immediate effect by written notice to the Agent if the Agent undergoes a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any change of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncontrol. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of 13.4 The termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would is without prejudice to any obligation of either party expressed to continue beyond after termination. 13.5 This Agreement, including any Annxes hereto, was drawn up in English in two counterparts of equal legal effect, one for each Party. Any documents, required for the terminationexecution hereof (including invoices, cancellation or expiration of the Agreement statements, claims etc.), shall be drawn up in English.

Term and Termination. 9.1 Each Order for Services shall take effect on 10.1 The term of the Order date and remain in effect until any agreed end date Agreement is specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsrelevant Supply Order. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience 10.2 Each Party shall have the right to terminate this Agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party., if the other Party: 9.3 Without prejudice (a) commits a material breach of the Agreement, provided that if such breach is remediable, as determined by UBS, Supplier or UBS (as the case may be) has not remedied such breach in all material respects within 30 days of being committed; (b) becomes insolvent or is unable, or is deemed by operation of any principle of law or by statute to any be unable, to pay its debts; or (c) does not, in a Force Majeure Event, resume performance of its obligations (other rights or remedies than the obligation to which We or You may be entitled, either party may terminate an Order or this Agreement without liability pay) within 30 days of its notice to the other at any time with immediate effect upon written notice if Party under clause 16.1. 10.3 For the other party: a. is in material purposes of clause 10.2(a), a breach by Supplier of any of its obligations under the Agreement following shall constitute an irremediable material breach: (a) any Applicable Laws; (b) clause 7 (Confidentiality) or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty clause 9 (30Data Protection); (c) days of notice any of the breachfollowing Policies (if applicable): (i) the Data Protection Policy; (ii) the Anti-bribery and Corruption, Sanctions, Fraud and Anti-Facilitation of Tax Evasion Policy; (iii) the Subcontractor Policy; or (iv) the Staff Vetting Policy; (d) the Security Exhibit, or any superseding Security Policy (if applicable); or b. voluntarily files (e) any other breaches identified as irremediable material breaches in the relevant Category Terms. 10.4 The Parties may have further termination rights under the relevant Category Terms. 10.5 Following any termination or expiration of the Agreement: (a) Supplier shall: (i) on UBS’s request, provide UBS with reasonable assistance to enable an orderly assumption of the Services or provision of the Products by a petition under bankruptcy third party or insolvency law; has a receiver UBS; (ii) except as may be required by Applicable Laws or administrative receiver appointed over it for reasonable back-up purposes, irrevocably destroy or any return to UBS all Confidential Information of its assets; passes a resolution UBS and all UBS Data; (iii) refund to UBS all prepaid Charges for winding-upServices (including Deliverables) or a court Products, which, as of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You date, have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reasoneither: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Servicesnot yet been provided or performed; or (ii) You been delivered but are faulty or defective and have not been remediated, or have not been Accepted; and (b) UBS shall promptly pay Us to Supplier all due and undisputed Charges for all Services and Products provided and Fees and expenses due to UBS in accordance with the Agreement up to and including the date of termination; termination date. 10.6 Clauses 5 (Liability, Indemnity and Insurance) to 17 (iii) neither party shall have Governing Law and Jurisdiction), and any further right or obligation with respect to the other except as set out in this Section and in such Sections terms of the Agreement which are expressly or by their nature would continue beyond the terminationimplication intended to survive termination or expiration, cancellation shall survive termination or expiration of the Agreement expiration.

Term and Termination. 9.1 Each Order for Services 15.1 Subject to termination or cancellation under clauses 15.2 or 15.3, each Agreement shall take effect come into force on the Order date Effective Date and remain so far as ongoing Services are concerned shall continue in effect until any agreed end date specified force for the Initial Term of 36 months and then shall extend for additional 12 month periods (“Renewal Term”) unless terminated by either party giving the other 90 days written notice prior to the expiry of the Initial Term or unless otherwise set out in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsapplicable Order. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 15.2 Either party may terminate an Order Agreement in part or this Agreement without liability in whole to the extent of any future performance obligations or rights by notice in writing to the other at any time with immediate effect upon written notice if party where the other party: a. party is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which where remedy is capable of remedypossible, fails to remedy such breach has not been remedied within thirty (30) 30 days of notice of such breach. 15.3 FluidOne may immediately on written notice: 15.3.1 cancel or terminate any Order (or part thereof) and require the breach; orreturn of the applicable Equipment and/or Software for which payment in full has not yet been received and is overdue; b. voluntarily files 15.3.2 terminate the ongoing provision of Services if a petition receiver, manager or liquidator is appointed over the whole or any part of the business or assets of the Customer, the Customer makes an assignment for the benefit of its creditors, any proceedings are commenced by or against the Customer under any bankruptcy or insolvency law; has a receiver legislation, the Customer becomes unable to pay its debts as they fall due, or administrative receiver appointed over it an order is made or any of its assets; passes a resolution passed for winding-up) the dissolution or a court winding up of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionthe Customer. 9.4 In 15.4 Immediately following termination or expiry of the event We terminate an Order pursuant licence for any Software (for whatever reason) the Customer will cease using and, as FluidOne directs, return to Section 9.3 FluidOne or You terminate an Order for convenience destroy that Software and accompanying documentation and any copies thereof and certify in accordance with Section 9.2 any prepaid Service Fees (writing to FluidOne that it has done so. This requirement applies to all copies of Software and documentation in whatever form including without limitation in the form form. 15.5 Termination of allotments/contingentsan Agreement or cancellation of any Order (or part thereof) shall be non-refundable without prejudice to the accrued rights and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at obligations of the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementparties. 9.6 15.6 Rights and obligations which by their nature are intended to survive will remain in effect after termination or cancellation (including clauses 1 (Definitions and Interpretation), 4 (Charges), 5 (Intellectual Property), 6.5 (Confidentiality), 14 (Limitation of Liability), 16 (Data Protection) and 17 (Miscellaneous). 15.7 On termination of an Agreement or cancellation of any Order (or this Agreement part thereof) for any reason: (i) each party , the Customer shall immediately pay any outstanding unpaid invoices. FluidOne shall submit invoices for any Equipment, Software and/or Services that it has supplied or which it was contracted to supply, but for which no invoice has been submitted, and the Customer shall pay these invoices upon receipt. 15.8 Upon completion by FluidOne of any Services comprised in an Order, the termination of an Agreement or cancellation of any Order (or part thereof), the Customer will promptly return to FluidOne all software, documentation and manuals used by FluidOne for performing the work or Services or any other all papers, materials, Confidential Information and other properties of items belonging to FluidOne which the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up Customer has no right to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement retain.

Term and Termination. 9.1 Each Order for Services 12.1 This Agreement shall take effect on the Order date Execution Date and shall remain in full force and effect thereafter until any agreed end date specified in the Order or until all Services under such Order have been provided, last day of the Effective Term subject to Clause 2.7 unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be earlier pursuant to Clause 12.2 provided that if the Restated JV Contract or the Sub-Licence Agreement or any of the Combined Coil Technology Agreements is terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledexpiration of its term, either party may terminate an Order or this Agreement without liability to the other at any time shall automatically terminate with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with Restated JV Contract or the performance Sub-Licence Agreement or any of the Services; Combined Coil Technology Agreements (iias the case may be), except that termination shall not affect: (a) You shall promptly pay Us for all Services provided The accrued rights and Fees and expenses due up to obligations of the Parties at the date of termination; and (b) The continued existence and (iii) neither party shall have validity of the rights and obligations of the Parties under those clauses which are expressed to survive termination and any further right provisions of this Agreement necessary for the interpretation or obligation with respect enforcement of this Agreement. 12.2 This Agreement may be terminated: 12.2.1 by any Party giving notice to the other except as set out Parties if another Party has committed a material breach of this Agreement and such breach, if capable of remedy, has not been so remedied within sixty (60) days following receipt of such notice; 12.2.2 by any Party giving notice to the other Parties in this Section the event that an event of Force Majeure continues for a period of twelve (12) consecutive months that causes the Joint Venture Company to cease the production and in such Sections sale of the Licensed Products and the Parties have been unable to find an equitable solution pursuant to Clause 14; 12.2.3 by any Party giving notice to the other Parties if at any time during the term of this Agreement, the government of the PRC or of Canada or any agency thereof should require any material alteration or modification or termination of the contractual rights or obligations of any Party pursuant to this Agreement which has the effect of preventing any Party from performing its contractual obligations or from achieving its business objectives. 12.2.4 by their nature would continue beyond any Party giving notice to the terminationother Parties if another Party becomes bankrupt, cancellation or expiration insolvent, or is the subject of proceedings or arrangements for liquidation or dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due; or 12.2.5 by the Licensor giving notice to the Licensee and the Joint Venture Company if the aggregate of the interests of the Licensor and any of its Affiliates in the Joint Venture Company is or becomes less than fifty percent (50%) of the registered capital of the Joint Venture Company as a result of any change in or requirement of Chinese law or any act of any Chinese governmental agency or court. 12.3 Either Party electing properly to terminate this Agreement pursuant to Clause 12.2 shall have no liability to the other Party for damages arising solely from the exercise of such right. 12.4 Upon expiration or termination of this Agreement, all amounts then due and unpaid to the Licensor by the Licensee hereunder shall forthwith become due and payable by the Licensee to the Licensor. 12.5 All Combined Coil Technology and Know-how, including the Series Reactor Technology and Know-how and the Technical Documentation (if any has been delivered to the Licensee), recorded in any material form including but not limited to any written records shall be returned by the Licensee to the Licensor forthwith upon the termination of this Agreement. The Licensee agrees on behalf of itself and its employees that no copies of the Combined Coil Technology and Know-how, including the Series Reactor Technology and Know-how, in any material form or of the Technical Documentation shall be made or retained upon and after the termination of this Agreement.

Term and Termination. 9.1 Each Order for Services This Agreement shall take effect become effective on the Order date execution of this Agreement (the “Commencement Date”), and remain shall continue to be in effect until any agreed end date specified in full force for a period of ten (10) years (the Order or until all Services under such Order have been provided“Term”), unless terminated sooner in accordance with these Terms.subject to the terms of this Agreement 9.2 Unless otherwise stated in an Order, each Order for Services The Termination of this Agreement may be terminated for convenience by either Party by providing thirty (30) days’ prior effected as follows: 9.2.1 By one party, effective immediately, upon written notice to the other Partyparty, in the event that the other party shall become insolvent or bankrupt, discontinue its business or adopt a resolution providing for its dissolution or liquidation. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled9.2.2 By SFG, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice to OTI, if the other party: a. is in material OTI shall breach of any of its obligations under the Agreement or an Order andand not remedy such breach, in the case of a breach which where it is capable of remedybeing remedied, fails to remedy such breach within thirty (30) days of after notice of the breach is received by OTI, in case of a material breach, or within sixty (60) days in case of any other breach after notice of the breach is received by OTI. 9.2.3 By OTI, upon written notice to SFG, upon the occurrence of any one of the following events: (1) no Project was secured or procured by SFG within a period of 12 months from the Commencement Date; or b. voluntarily files a petition under bankruptcy (2) SFG becomes engaged or insolvency law; has a receiver involved in any activity which directly ▇▇▇▇▇ or administrative receiver appointed over it is likely to directly harm OTI or any of its assetsaffiliated companies; passes (3) In case SFG shall breach the Agreement and not remedy such breach, where it is capable of being remedied, within thirty (30) days after notice of the breach is received by SFG, in case of a resolution for winding-upmaterial breach, or within sixty (60) days in case of any other breach after notice of the breach is received by SFG. 9.3 If this Agreement expires or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to terminates, the Parties shall cease to carry on business; use one another’s trademarks or is subject logos, unless such use was previously authorized in writing by the other Party to any analogous event continue after such expiration or proceeding in any applicable jurisdictiontermination. 9.4 In Each party shall return all documentation and materials and all copies thereof, which are of a confidential nature, in its possession or control, within thirty (30) after the event We terminate an Order pursuant to Section 9.3 expiration or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form termination of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Servicesthis Agreement 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On The expiration or termination of an Order or this Agreement for any reason: (i) each party reason shall immediately return to the other all papers, materials, Confidential Information and other properties not prejudice any rights or obligations of either of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties accrued up to and including the date of expiration or termination; . 9.6 All covenants, representations and (iii) neither party shall have any further right or obligation with respect to the other except as set out warranties made in this Section Agreement shall continue to remain in full force and effect for as long as this Agreement is still in such Sections effect pursuant to its terms, provided however, that the rights and obligations of the parties under this Agreement which that by their nature would continue beyond the terminationexpiration of this Agreement, cancellation shall survive any termination or expiration of the Agreement this Agreement, including but not limited to provisions concerning confidentiality and intellectual property rights.

Term and Termination. 9.1 Each Order A. This Agreement shall be effective as of July 1, 1997, and shall continue in full force and effect for Services a term of one (1) year and shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, be automatically self-renewing for successive terms of one (1) year unless terminated sooner in accordance with these Termsas hereinafter provided. 9.2 Unless otherwise stated in an Order, each Order for Services B. Either party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement upon written notice to the other Party.under any of the following conditions: 9.3 (1) Without prejudice to any other rights cause upon ninety (90) days written notice; (2) In the event of the dissolution or remedies to which We liquidation of the party or You may be entitled, the filing by either party may terminate an Order of a voluntary petition in bankruptcy, or this Agreement without liability failure by either party promptly to the other at remove any time with immediate effect upon written notice if the other party: a. is in material breach execution, garnishment or attachment of any of such consequences as will impair its ability to carry out its obligations under this Agreement, or the Agreement commission by either party of any act of bankruptcy, or adjudication of either party as a bankrupt, or an Order andassignment by either party for the benefit of its creditors, in or the case entry by either party into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a breach petition applicable to either party in any proceeding for its reorganization instituted under the provisions of the general bankruptcy act and any similar bankruptcy act which is capable of remedymay hereafter be enacted, fails to remedy such breach within upon thirty (30) days written notice; (3) If either party assigns or attempts to assign its obligations under this Agreement (whether voluntary or involuntary), by operation of notice law or otherwise, subject to Section 14 hereof, then and in any event, continuation of this Agreement shall require the breachexplicit written approval of both parties. If both parties do not so approve within sixty (60) days following the event requiring such approval, then upon thirty (30) days written notice; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up(4) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 that a Certificate of Need is required under any federal or You terminate an Order state law, rule or regulation for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; this Agreement, or if Hospital's license is terminated or similarly adversely affected under any federal or state law, upon thirty (ii30) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date days written notice or by operation of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the terminationlaw, cancellation or expiration of the Agreement whichever first occurs.

Term and Termination. 9.1 Each Order for Services shall 7.1 The Customer agrees to comply with any Initial Service Term commitment set out in the Quotation or Order. 7.2 Notwithstanding the activation date or service delivery commencement date (“Commencement Date”), these Terms and Conditions take effect on the date of the signature of the Quotation or Order date by the party last signing in time and remain continue in effect until any agreed end date specified force for the Initial Term or term described in the Order Quotation or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsOrder. Billing shall be calculated from the activation date or Billing Commencement Date. 9.2 Unless otherwise stated 7.3 Notwithstanding the provisions of this clause 7, if the provisions of the Electronic Communications and Transactions Act applies to the terms of this agreement and Customer is a ‘Consumer” as defined in an Orderthe Consumer Protection Act, each Order for Customer may terminate this Agreement on notice to this effect within 5 (five) days after the transaction is concluded if Customer has procured the Services as a result of direct marketing. 7.4 Either Party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement: 7.4.1 subject to the provisions of the Service Detail, on at least 90 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevant Initial Service Term; 7.4.2 immediately by notice if if, in relation to the Service, the other party: a. is in Party has committed a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is incapable of remedy; 7.4.3 immediately by notice if, in relation to the Service, the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.4.4 immediately by notice if, in relation to the Service, a petition under bankruptcy or insolvency law; Force Majeure Event subsists for a continuous period exceeding three (3) months; 7.4.5 if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to any analogous event acts or proceeding in proceedings under any applicable jurisdictionforeign law, or commences business rescue proceedings. 9.4 In 7.5 The termination by Customer of this Agreement during the Initial Service Term shall, in addition to constituting a material breach of this Agreement, entitle METROFIBRE to charge an early termination charge (“Termination Charge”) equal to: 7.5.1 in the event We that the Service is terminated prior to the Service Commencement Date, the Customer shall be liable for all Call Charges, Usage Charges and NRC, plus 3 (three) times the average MRC calculated over the previous 3 (three) months; or 7.5.2 in the event the Service is terminated subsequent to the Service Commencementate, 100% of the MRC for the remainder of the Initial Service Term. 7.6 Where Customer is a “Consumer”, as this term is defined in the Consumer Protection Act, Customer may terminate any Service on the giving of 20 (twenty) business days’ written notice in which case Metrofibre shall be entitled to charge an Order early termination charge as provided for in clause 7.5.2. 7.7 The Termination Fee shall apply when your account is not in arrears at the time of early cancellation. If you request a cancellation while your account is in arrears, or where you have breached the terms of this Agreement, Metrofibre may cancel this Agreement and claim payment for the full remainder of the contract period. Metrofibre will only grant you early cancellation after you have paid and we have received the early Cancellation Charge. 7.8 METROFIBRE may terminate the Agreement immediately by notice if a suspension of a Service to a Customer pursuant to Section 9.3 clauses 6.1.4 or You terminate an Order 6.1.5 has continued for convenience in accordance with Section 9.2 any prepaid Service Fees a period of at least 20 (in whatever form including without limitation in the form of allotments/contingentstwenty) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementbusiness days. 9.6 On termination 7.9 Notwithstanding the provisions of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersclause 6, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of METROFIBRE may terminate the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .on seven

Term and Termination. 9.1 Each Order for Services shall take effect 3.1 The Agreement will commence on the Order date Effective Date and remain in effect until any agreed end date specified in (except where a Term is indicated on the Order or Cover Sheet) will continue (unless lawfully terminated) until all Services under such Order have been provided, unless terminated sooner performed and the Products have been provided and the Client has paid the Fees due in accordance with these Termsrespect of those Products and Services ('Non Fixed Term Contracts'). 9.2 Unless otherwise stated 3.2 For those Products and Services that are provided for a fixed minimum Term, the Agreement will expire at the end of that Term, save where the Cover Sheet specifies that the Product or Service is subject to a Renewal Term in an Order, each Order for Services may be terminated for convenience by which case either Party may terminate such Product or Service by providing giving to the other not less than thirty (30) days’ prior written notice ('Termination Notice') before the end of the expiry of the Term then in force ('Expiry Date'), failing which the Agreement shall continue for the Renewal Term automatically ('Fixed Term Contracts'). 3.3 Without prejudice to its other rights and remedies, either Party may terminate the Agreement with immediate effect by written notice to the other Party. 9.3 Without prejudice Party (without the need to any other rights send a prior formal demand letter, without prior Court authorization and without obligation to pay compensation or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice indemnities) if the other party: a. Party is in material breach of any of its obligations under the Agreement and either (i) that breach is incapable of remedy within thirty (30) days of the date of such notice, or an Order and, the Party in the case of a breach which is capable of remedy, fails has failed to remedy such the breach within thirty (30) days of after receiving written notice of by the non-breaching Party requesting that the breaching Party remedy such breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up(ii) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; the other party enters into any voluntary arrangement a composition with its creditors; ceases (iii) a court order is made for the winding up of the other party; (iv) an effective resolution is passed for the winding up of the company (other than for the purposes of amalgamation or threaten to cease to carry on businessreconstruction); or is subject to any analogous event (v) the other party has a receiver, manager, administrative receiver or proceeding administrator appointed in any applicable jurisdictionrespect of it. 9.4 In 3.4 Thomson CompuMark may terminate the event We terminate an Order pursuant to Section 9.3 Agreement, or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination provision of any Order shall have no particular Product or Service with immediate effect on if any other Order under this AgreementPerson which is a competitor of Thomson CompuMark acquires Control of Client. 9.6 On 3.5 UPON PROPER NOTICE OF TERMINATION OF THE AGREEMENT OR THE PROVISION OF ANY PRODUCT OR SERVICE UNDER CLAUSE 3.3 AND 3.4 WHERE SUCH PRODUCT OR SERVICE IS PROVIDED ON A SUBSCRIPTION BASIS IF CLIENT HAS PRE-PAID ANY FEES FOR THE RECEIPT OF A TERMINATED PRODUCT OR SERVICE IN RESPECT OF ANY PERIOD FOLLOWING THE TERMINATION DATE, THOMSON COMPUMARK’S SOLE LIABILITY TO CLIENT IN RESPECT OF SUCH TERMINATION SHALL BE TO REFUND THE FEES ALLOCABLE TO THE PROVISION OF THAT PRODUCT OR SERVICE FOR THE PERIOD FOLLOWING TERMINATION. 3.6 Upon termination or expiry of an Order or this Agreement for any reason: (i) each party reason or the date on which a Product or Service is discontinued pursuant to clause 3.4, and 3.5. Client shall immediately return cease access to the other and use of all papers, materials, of Thomson CompuMark’s Confidential Information and other properties Client’s license to access Products will terminate, save that Client is entitled to retain copies of Content provided that it has been obtained and continues to be used within the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided limits proscribed at clause 10. 3.7 Clauses 3, 4, 5, 6, 8, 10 and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation 12 will survive termination or expiration of the Agreement for any reason, together with any other clauses necessary for the interpretation or enforcement of this Agreement. 3.8 Termination of the Agreement or of the provision of a Product or Service will not affect any rights accrued at the date of termination.

Term and Termination. 9.1 Each Order for Services shall take effect 11.1 This Agreement is deemed to have commenced on the Order date and remain Effective Date and, unless it is terminated earlier in effect until any agreed end date specified accordance with this Agreement, shall continue in force for the initial period indicated in the Order and thereafter will continue for further consecutive twelve month periods (each a “Renewal Period”) unless either Party provides at least 30 days’ written notice to the other, such notice to expire at the end of such initial period or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsat the end of a Renewal Period. 9.2 Unless otherwise stated 11.2 If for any reason other then iConvert’s breach of this Agreement, the sending of Communications is delayed beyond a period of 30 days after the Effective Date, the Client agrees that: 11.2.1 the initial period indicated in an the Order will automatically extend to commence on the Live Date; and 11.2.2 iConvert can invoice the Client and the Client shall pay reasonable revised initial fees to reflect the impact of the delay, irrespective of previously negotiated reduction on such initial fees as set out in the Order, each Order for Services . 11.3 Either Party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement with immediate effect on written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice Party if the other partyParty: a. is in 11.3.1 commits a material breach of any of its obligations under the this Agreement or an Order and, in if the case of a breach which is capable of remedy, fails to the other Party does not remedy such the breach within thirty (30) 30 days of receiving written notice to do so specifying the nature of the breach; or b. voluntarily files 11.3.2 convenes a meeting of its creditors, or becomes insolvent, is unable to pay its debts has an administrative receiver (or receiver, or administrator) appointed over its assets or business, is the subject of a petition under bankruptcy presented to put it into liquidation (otherwise than for the purpose of amalgamation or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-upreconstruction) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; , or is subject anything analogous to any analogous event or proceeding such events befalls the other Party in any applicable jurisdictionother jurisdiction in which that Party operates. 9.4 In the event We terminate an Order pursuant 11.4 Without prejudice to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order right or remedy it may have, iConvert may at its sole discretion and with immediate effect either suspend the Services or terminate this Agreement on written notice to the Client if the Client fails to pay any amount due to iConvert under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties 11.5 Termination of the other held by it in connection with the performance Agreement shall not prejudice any rights of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to either Party which have arisen on or before the date of termination; and (iii) neither party . 11.6 Within thirty days following the date of termination iConvert, shall have any further right or obligation with respect to at the other except as set out in this Section and in such Sections option of the Agreement which by their nature would continue beyond Client on written notice, return or destroy the terminationClient Materials subject to iConvert receiving full payment of any Fees or other charges due under this Agreement. The Client may request the return or destruction of any other type of analytical data, cancellation or expiration of and the Agreement parties will agree such return on a case-by-case basis on commercial terms then to be agreed.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided10.1 This Agreement shall, unless otherwise terminated sooner in accordance with these Termsclause 10, come into force on the Effective Date and shall continue for the Initial Term and thereafter this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Term) unless: (a) either party notifies the other party of termination, in writing, at least 3 months prior to the expiry of the Initial Term or any Renewal Term, in which case this Agreement will terminate on the expiry of the Initial Term or Renewal Term during which the notice expires; or (b) otherwise terminated in accordance with the terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Either party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement at any time on written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. (a) is in material or persistent breach of any of its obligations under the terms of this Agreement or an Order and, in the case of a and either that breach which is capable incapable of remedy, or the other party fails to remedy such that breach within thirty (30) 30 days of after receiving written notice of the requiring it to remedy that breach; or b. voluntarily files (b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a petition under bankruptcy resolution for its liquidation, administration, winding-up or insolvency law; dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has a receiver an administrative or administrative receiver other receiver, manager, trustee, liquidator, administrator or similar officer appointed over it all or any substantial part of its assets; passes a resolution for winding-up) , or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into or proposes any voluntary composition or arrangement with its creditors; ceases or threaten to cease to carry on business; creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We 10.3 Causeway may terminate an Order pursuant this Agreement at any time on written notice to Section 9.3 you if you: (a) fail to pay any undisputed sum due to Causeway under this Agreement and such sum remains unpaid thirty (30) days after its due date; (b) shall do or You terminate an Order for convenience allow to be done any act or omission which may reasonably be considered 10.4 Termination by either party in accordance with Section 9.2 any prepaid Service Fees (the rights contained in whatever form including without limitation in the form of allotments/contingents) clause 10 shall be non-refundable without prejudice to any other rights or remedies of that party accrued prior to termination. 10.5 Upon any termination of this Agreement: (a) all rights and We licences granted to you by Causeway under this Agreement shall be under immediately cease; (b) Causeway may destroy or otherwise dispose of any of the Customer Data in its possession unless ▇▇▇▇▇▇▇▇ receives, no obligation to refund later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to You any of the then most recent back-up of the Customer Data. Causeway shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such prepaid Service Fees even where as a written request, provided that the you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination termination). You have not yet called off shall pay all Servicesreasonable expenses incurred by ▇▇▇▇▇▇▇▇ in returning of Customer Data; and 9.5 Termination of any Order (c) You shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reasonimmediately pay to Causeway: (i) each party shall immediately return any sums due to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the ServicesCauseway under this Agreement; (ii) You shall promptly pay Us for all Services provided as agreed damages, each Subscription Fee which would have fallen due during the remainder of the Initial Term (had the Agreement not been terminated) and Fees and expenses any other charges due up to the date of termination; and (iii) neither party shall have all reasonable expenses and costs incurred by Causeway or its assignee in enforcing its rights in recovering any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which monies it is correctly owed by their nature would continue beyond the termination, cancellation or expiration of the Agreement you.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Biologics. 10.3 Either Biologics or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, that in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of notice *** of the breachreceipt by the other of a notice identifying the breach and requiring its remedy; orand b. voluntarily files 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a petition reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under bankruptcy this Agreement) or insolvency law; compounds with or convenes a meeting of its creditors or has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business. 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights, Biologics shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement is terminated for any reason, any and all licences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy all Vectors, Cell Lines, and Product forthwith, and shall certify such destruction immediately thereafter in writing to Biologics; provided, however, that in the event Biologics terminates this Agreement, any sublicense granted hereunder by Licensee to a Strategic Partner in respect of Product and in effect at the time of termination shall survive, subject however to (i) the Strategic Partner not being in material breach of their sublicence, and (ii) such sublicence being replaced by an agreement between Biologics and such Strategic Partner on terms equivalent to those contained in this Agreement. Notwithstanding the foregoing, Licensee (or is subject its Affiliates or sublicensees) may, however, after the effective date of such termination, sell all Products, and complete Products in the process of manufacture at the time of said termination and sell the same, provided that Licensee shall pay to any analogous event Biologics in full all payments due under Clause 5, above, and shall submit the reports required by Clause 6.2, above. 10.6 Termination for whatever reason or proceeding expiration of this Agreement shall not affect the accrued rights of the parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or provisions which are expressed to survive this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information remain if full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order for Services (1) Subject as hereinafter provided this Agreement and the licence granted pursuant thereto shall take effect on continue in force in each territory during the Order date and remain in effect until any agreed end date specified in subsistence of the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termslast to expire of the Patent Rights. 9.2 Unless otherwise stated in an Order, each Order for Services (2) MRC may be terminated for convenience terminate this Agreement and the said licences forthwith by either Party by providing thirty (30) days’ prior written notice to the other PartyLicensee to that effect upon the happening of any of the following events:- (i) if the Licensee fails to perform or observe any of the obligations on its part to be performed or observed and if the breach is one capable of remedy has not been remedied within three (3) months of the giving of a notice informing the Licensee of such breach; (ii) if the Licensee files a voluntary petition in bankruptcy or applies to any Tribunal for a Receiver Trustee or similar officer to be appointed by any Court or Executive Department to liquidate or conserve the Licensee or any substantial part of its property or assets due to insolvency or to the threat thereof or if the Licensee suffers any trusteeship or receivership to continue undischarged for a period of sixty days or suffers any similar procedure for the relief of distressed debtors entered into by the Licensee voluntarily or involuntarily or if the Licensee is otherwise divested of its assets for a period of sixty days or makes a general assignment for the benefit of its creditors; (3) The Licensee may terminate this Agreement and the Licences granted pursuant hereto by giving to MRC 6 months notice to that effect. Such termination shall be without prejudice to the right of MRC to enforce the Patent Rights in the event of subsequent * of Products by the Licensee. 9.3 Without (4) Termination of this Agreement or of the said Licences shall be without prejudice to any other rights or remedies to which We or You may be entitled, of either party against the other which may terminate an Order or this Agreement without liability have accrued up to the other at any time date of * Certain information on this page has been omitted and filed separately with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under Commission. Confidential treatment has been requested with respect to the Agreement or an Order and, in omitted portions. 9 such termination and the case of a breach which is capable of remedy, fails licensee shall pay to remedy such breach within thirty (30) days of notice MRC the appropriate royalties hereunder on all stocks of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-upProducts (on which royalties have not already been paid) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as held at the date of termination You have not yet called off all Services 9.5 Termination of by the Licensee or any Order person engaged by the same to * the Products and shall have no effect thereafter be free to * such products on any other Order under this Agreementwhich royalty has been paid. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services (a) The term of this Agreement shall take commence upon the effective date hereof. Unless sooner terminated as hereinafter provided, this Agreement shall continue in full force and effect on the Order date and remain in effect until any agreed end date specified in the Order United States until the later of (i) expiration of the last-to-issue patent covering or until all Services under such Order have been provided, unless terminated sooner included in accordance with these Termsthe Technology or (ii) the first date on which neither EC nor any of its sublicensees produces a Product which incorporates any Biotec Confidential Information or any material Trade Secret which are licensed hereby. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30b) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, If either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its material obligations hereunder, then the non-breaching party may give the breaching party written notice of such breach. If such breach is not cured within forty-five (45) days after the date such written notice is delivered or, if such default cannot be cured within such forty-five day period but the breaching party has taken action to cure such default, then if the default is not cured within one hundred eighty (180) days from the date of the original notice, the non-breaching party shall have the right immediately to terminate the License by written notice to the breaching party. The parties agree and acknowledge that the availability of the foregoing termination right under this Section 15(a) shall not affect any other right or remedy that may that may be available to the non-breaching party under this Agreement, at law or in equity. (c) This Agreement will automatically terminate upon the occurrence of any of the following events: (i) a receiver is appointed for EC or all or a substantial part of its property; (ii) EC makes a general assignment for the benefit of its creditors; (iii) EC commences, or has commenced against it, a case under the U.S. Bankruptcy Code or any other case or proceedings under any bankruptcy, insolvency or debtor's relief law is commenced by or against EC; or (iv) EC becomes insolvent, is liquidated or dissolved or ceases to operate in the ordinary course; provided, however, that Biotec KG acknowledges that the Biotec Technology is "intellectual property" as defined in 11 U.S.C. section 101(35A), and that the License is entitled to the benefits of Bankruptcy Code section 365(n). (d) From and after the effective date of the expiration of the term of this Agreement or an Order andthe termination of the License pursuant to Section 15 hereof, neither EC nor any of its sublicensees shall have any right, whatsoever, to utilize the Technology, the Trade Secrets, or the Improvements licensed to EC under this Agreement. EC shall return to EKI all copies of Biotec Confidential Information which is then in the case possession of EC, and shall have no right pertinent to this Agreement to sell any Product which has theretofore been manufactured by EC or its sublicensees. (e) The right of termination under Section 15(b) hereof shall be in addition to, and not in lieu of, all other rights and remedies the terminating party may have under this Agreement, at law or in equity. (f) The obligations concerning confidentiality set forth in Section 14 hereof and to pay any accrued but unpaid Royalties and Information Transfer Fees any other compensation or payments due to EKI or the other members of the Biotec Group shall survive the expiration and termination of the License. (g) Notwithstanding any provision in this Agreement to the contrary, if this Agreement is terminated pursuant to Section 15(b) or (c) other than a termination pursuant to Section 15(b) by reason of a breach which is capable by EC of remedyany of its material obligations hereunder, fails then, following such termination, EC and any sublicensee thereof shall be permitted to remedy sell any remaining inventory of Products on-hand at the time of such breach within termination. (h) Notwithstanding any provision in this Agreement to the contrary, EC shall have the right, upon thirty (30) days of prior written notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject EKI, to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement convenience.

Term and Termination. 9.1 Each Order for Services This Agreement shall take effect enter into force on the Order date Effective Date hereof and remain in effect until shall continue, subject to the provisions of this Section 9, for a period of five (5) years from the Launch Date (“Initial Term”). The Initial Term may be extended through written amendments executed between the Parties. Neither Party shall be entitled to make any agreed end date specified in claim or present any legal challenge as a result of the Order expiration or until all Services non-renewal of this Agreement under such Order have been provided, unless terminated sooner in accordance with these Termsthe provisions of this Section 9.1. 9.2 Unless otherwise stated in an Order, each Order for Services may Either Party shall be terminated for convenience by either Party by providing thirty (30) days’ prior entitled to terminate this Agreement upon written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice Party if the other party: a. Party is in material breach of any of its obligations under the Agreement or an Order hereunder for reasons other than Force Majeure and, in the case of a if such breach which is capable of remedycurable, fails to remedy such breach at the end of a period of 60 (sixty) days after receipt of formal notice of breach and demand to cure such breach. 9.3 Either Party shall be entitled to terminate this Agreement upon written notice to the other Party if (a) the other Party is placed in voluntary or compulsory liquidation or falls into bankruptcy or ceases its activities for any reason or (b) the other Party is prevented, in full or in material part, from performing any of its obligations hereunder for reasons of a Force Majeure Event for a period of 3 (three) consecutive months or more or (c) for reasons beyond either Party’s reasonable control, the competent Governmental Authorities refuses to renew the Regulatory Approvals or revokes the Regulatory Approvals or any other license or permit necessary to import, Market or Distribute the Product in the Territory, or (d) if both parties fail to reach an agreement upon mutually acceptable revised prices for the Product pursuant to Section 5.1.k. 9.4 SONOMA may terminate this Agreement with immediate effect by providing written notice: a) in the event that EMS fails to make purchases of Products at least equal to the Minimum Annual Purchase Amount in any Contract Year and to make Product purchases equal at least the Deficit Amount in the 6 month following the end of such Contract Year as provided in Section 5.1(f); Agreement Sonoma - EMS Page 16 / 28 b) if two (2) consecutive payments from EMS to SONOMA are delayed by more than 30 (thirty) days after the due date and such payments are not made within thirty 30 (30thirty) days of receipt of SONOMA´s written notice to EMS in respect thereto; c) in the event that any Governmental Authorities takes any action or raises any objection, that prevents SONOMA from supplying and/or exporting the Product into the Territory. In this case, before termination, SONOMA and EMS shall use commercially diligent efforts to remove the objections and, if such efforts are unsuccessful, discuss in good faith an option to manufacture the Product at a Third Party premises selected by SONOMA, or at EMS’ premises. If agreed, EMS and SONOMA shall use good faith efforts to negotiate a mutually agreeable amendment to this Agreement; d) in the event of any unauthorized use of SONOMA´s technical information or Confidential Information, dossiers, registrations or registration documents. 9.5 EMS may terminate this Agreement with immediate effect by providing written notice: a) in the breachevent two (2) Finished Product deliveries are delayed for more than 30 (thirty) days for reasons other than for Force Majeure Event and such delivery is not made within 30 (thirty) days of receipt of EMS’ written notice to SONOMA in respect thereto; b) in the event any Governmental Authorities takes any action or raises any objection that prevents EMS from buying and/or importing the Product in the Territory for a period longer than 6 (six) months; c) in the event the Governmental Authorities require additional development for granting the Marketing Authorization which results in costs higher than the stated on Schedule 4 and if there is no common agreement on how to deal with the exceeding difference; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-upd) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 SONOMA implements any prepaid Service Fees (in whatever form including Change without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementnecessary Governmental Authorities approval. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services The term of this Agreement shall take effect be eight years, subject to earlier termination or extension as provided below ("Term"). This Agreement shall be terminated as follows (the date of any such termination referred to as the "Termination Date"): a. Automatically on the Order eighth anniversary of the date and remain in effect until hereof without any agreed end date specified notice or other action required (subject to the last sentence of this Section 4.1); b. By RHAC if pursuant to a final, nonappealable order of a court or other governmental agency having jurisdiction over RHAC or ▇▇▇▇▇▇, it is determined that ▇▇▇▇▇▇ is not legally able to provide, or RHAC is not legally able to accept, those Services described herein which generally involve access to competitive or strategic data; c. By ▇▇▇▇▇▇ or RHAC in the Order event of a material breach by the other party of any provision of this Agreement including, without limitation, rejection of this Agreement in a proceeding under the Bankruptcy Act of 1978, as amended (or any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up or composition or readjustment of debts), which breach is not remedied by the breaching party within 30 days after receipt of written notice thereof (a "Notice of Breach") from the terminating party; d. Automatically upon closing following the exercise of the Option as such term is defined in that certain Put/Call Agreement of even date herewith (the "Put/Call Agreement"); e. At the option of RHAC, upon transfer of beneficial ownership of or control over any shares of common stock or preferred stock of RH Holdings (or any immediate or remote parent entity holding such shares) held by ▇▇▇▇▇▇ or its affiliates to any person other than ▇▇▇▇▇▇ or its affiliates; and f. At the option of RHAC, if ▇▇▇▇▇▇ or any of its current or future Affiliates (as hereinafter defined) or successors owns, operates or controls any Nearby Property (as hereinafter defined) on or after the date that is twelve months after the Affiliation Date (as hereinafter defined). Notwithstanding the foregoing, this Agreement shall not automatically terminate pursuant to clause a. above and shall continue indefinitely until all Services under such Order terminated by RHAC if there shall have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience a default by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any ▇▇▇▇▇▇ of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotmentsPut/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Call Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 18.1 This Agreement shall take effect come into force on the Order Commencement Date and, subject to premature termination as specified herein, shall expire on the latest of the following dates:- 18.1.1 (if no Option Licence has been granted to Licensee) the date and remain in effect until of expiry of the Initial Term, or 18.1.2 (if any agreed end date specified in the Order or until all Services under such Order Option Licences have been provided, unless terminated sooner in accordance with these Termsgranted to Licensee) the date of expiry of the Option Licence Term of the last Option Licence to have been granted to Licensee. 9.2 Unless otherwise stated in an Order, each Order for Services may 18.2 Each party shall be terminated for convenience entitled to terminate the Agreement summarily by either Party by providing thirty (30) days’ prior written the service of notice to on the other Party.if:- 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 18.2.1 the other at commits any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order warranties hereunder and, in the case of a breach which is capable of remedy, fails has failed to remedy such breach the same within thirty 30 (30thirty) days after the service on it by the first-mentioned party of notice particularising the breach and requiring its remedy and containing a warning of the breachsuch party's intention to terminate; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; 18.2.2 the other becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionInsolvent. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) 18.3 Licensee shall be non-refundable and We entitled to terminate the Agreement summarily by the service of notice on Licensor if Licensor undergoes or announces its intention to undergo any change of Control which results in a majority of the ordinary voting shares in Licensor being transferred to a person who is a publisher of interactive entertainment software. 18.4 For the purpose of this Clause 18 a breach shall be under no considered capable of remedy if the party in breach can perform the obligation in question in all respects other than as to refund to You any such prepaid Service Fees even where as at the date time of termination You have performance (provided that time of performance is not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with essence). For the avoidance of doubt the dates for the performance of the Services; (ii) You obligations of Licensee and Grantor under the Agreement shall promptly pay Us for all Services provided and Fees and expenses due up not be of the essence unless agreed in writing to the date of termination; and (iii) neither party contrary between the parties. 18.5 The rights to terminate the Agreement given by this Clause 18 shall have be without prejudice to any further other right or obligation with remedy of either party in respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation breach concerned (if any) or expiration of the Agreement any other breach.

Term and Termination. 9.1 Each Order for Services 15.1 Subject to Clauses 15.2 to 15.4 this Licence shall take effect on commence upon the Order date Start Date, and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless terminated sooner earlier in accordance with these Termsthis Clause 15, until the expiry of the Participation Period as set out in Schedule 7 (Agreement Period and Fee). 9.2 Unless otherwise stated in an Order15.2 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this Licence with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 15.2.1 the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of party becomes insolvent, admits insolvency or a general inability to pay its obligations under the Agreement or an Order anddebts as they become due, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has appointed a receiver or administrative receiver appointed over it or over any part of its undertaking or assets; , passes a resolution for winding-up) winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a court of competent jurisdiction makes petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; 15.2.2 the other party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.3 Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: 15.3.1 has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; becomes subject or 15.3.2 is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. 15.4 Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: 15.4.1 fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; 15.4.2 wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or 15.4.3 has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.5 For the avoidance of doubt the Institution shall not be deemed to be in breach of this Licence on the grounds that an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any analogous event or proceeding in any express obligations applicable jurisdiction. 9.4 In to the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order Institution under this AgreementLicence. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 8.1 This Agreement shall take effect on the Order date of its execution and shall remain in full force and effect until unless terminated pursuant to Clause 8.2. 8.2 This Agreement may be terminated: 8.2.1 By Kanghui giving a written notice to T▇▇▇▇ if T▇▇▇▇ has committed a material beach of this Agreement (including but not limited to , the failure by T▇▇▇▇ to pay any agreed end date specified of the Consulting Services Fee) and such breach, if capable of remedy, has not been so remedied within fourteen (14) days, in the Order or until all Services under case of breach of a non-financial obligation, following the receipt of such Order have been provided, unless terminated sooner in accordance with these Terms.written notice; 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by 8.2.2 By either Party by providing thirty (30) days’ prior giving a written notice to the other PartyParty if the other Party becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debt as they become due; 8.2.3 By either Party giving a written notice to the other Party if, for any reason the operations of Kanghui are terminated; 8.2.4 By either Party giving a written notice to the other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement; or 8.2.5 By Kanghui giving a written notice to T▇▇▇▇ at Kanghui’s sole discretion, with or without reasons. 9.3 Without prejudice 8.3 Any Party electing to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without pursuant to Clause 8.2 shall have no liability to the other at Party for indemnity, compensation or damages arising solely from the exercise of such termination right. For avoidance of any time with immediate effect upon written notice if doubt, either Party’s right to claim against the other party: a. is in material Party for compensation for breach of this Agreement by such other Party shall not be affected. The expiration or termination of this Agreement shall not affect the continuing liability of T▇▇▇▇ to pay any Consulting Services Fee already accrued or due and payable to Kanghui. Upon expiration or termination of its obligations under the Agreement or an Order andthis Agreement, in the case of a breach which is capable of remedyall amounts then due and unpaid to Kanghui by T▇▇▇▇ hereunder, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have well as all other amounts accrued but not yet called off all Services 9.5 Termination of any Order payable to Kanghui by T▇▇▇▇, shall have no effect on any other Order under this Agreementhereby become due and payable by T▇▇▇▇ to Kanghui. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services (a) This Agreement shall take effect have an initial term beginning on the Order date Effective Date and remain in effect until any agreed end date specified in ending on January 31, 2020 (the Order or until all Services under such Order have been provided“Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated sooner in accordance with these Termsthe provisions hereof. 9.2 Unless otherwise stated (b) This Agreement shall terminate immediately upon the expiration or earlier termination of either the Loan Sale Agreement or the Servicing Agreement. (c) Bank shall have the right to terminate this Agreement immediately upon written notice to Company if: (1) based upon the opinion of counsel, Bank’s continued participation in the Program would be in violation of Applicable Law or has been prohibited pursuant to an Orderorder or other action, each Order for Services may be terminated for convenience including any letter or directive of any kind, by either a Regulatory Authority; (2) a Regulatory Authority with jurisdiction over Bank has provided, formally or informally, concerns about the Program and Bank determines, in its sole discretion, and based upon the opinion of counsel, that its rights and remedies under this Agreement are not sufficient to protect Bank fully against the potential consequences of such concerns; (3) a fine or penalty has been assessed against Bank by a Regulatory Authority in connection with the Program, including as a result of a consent order or stipulated judgment; (4) Company defaults on its obligation to make a payment to Bank as provided in Schedule 2 of the Loan Sale Agreement or Section 3.2(d) of the Servicing Agreement and fails to cure such default within one (1) Business Day of receiving notice of such default from Bank; (ii) if Company defaults on its obligation to make a payment to Bank as provided in Schedule 2 of the Loan Sale Agreement or Section 3.2(d) of the Servicing Agreement more than once in any three (3) month period; or (iii) if Company fails to maintain the Required Balance in the Collateral Account as required by Schedule 31 of the Loan Sale Agreement; or (5) there is a Change of Control of Company and the Bank exercises its termination right pursuant to this clause (5) not later than forty-five (45) days following receipt of the Company’s notice of such Change of Control of Company. (d) A Party by providing thirty (30) days’ prior shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other similar proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against the other Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party on a consolidated basis. 9.3 Without prejudice (e) Upon termination of the Agreement by Company pursuant to Section 10(d), at the written request of Company, Bank shall continue to operate the Program for up to one hundred and eighty (180) days following receipt of Company’s written notice of termination, so long as both Parties continue to perform their respective obligations under the Program during the period contemplated in this Section 10(e). At the conclusion of such period, Bank may offer to Company and Company shall purchase all such offered Loans established by Bank through such date that have not already been purchased by Company. (f) Except as provided in Section 10(e), Bank shall not be obligated to approve Applications, establish new Borrower Accounts or Loans, or fund new Loan Advances, after termination of this Agreement. (g) Except as set forth in Section 10(f), the termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (h) Except as provided in Section 10(e), upon termination of this Agreement, Bank may offer to Company and Company shall purchase all such offered Loans established by Bank prior to and on the date of termination that have not already been purchased by Company. (i) Bank’s obligation to operate the Program and establish Loans subsequent to a notice of termination or termination of this Agreement shall in all cases be subject to Applicable Law and/or regulatory requirements. (j) Company’s failure to obtain the approval of Bank as required by Sections 2, 4 or 30, and Company’s failure to provide any notice required by Section 32, shall each constitute a material breach of this Agreement. In addition to any other remedies permitted by Applicable Law or this Agreement and without limiting Bank’s rights under Section 9, Bank may also invoice Company for, and Company agrees to pay, liquidated damages in the amount of (i) [***], or (ii) [***] for each subsequent failure of Company to obtain approval or provide notice. The Parties agree that it would be difficult to determine the precise damages to Bank in the event of such a breach by Company, and the Parties have therefore agreed on the foregoing liquidated damages as a reasonable approximation of the damages to Bank in the event of such a breach. (k) Bank may terminate this Agreement immediately upon written notice to Company if Bank incurs any Loss that would have been subject to indemnification under Section 9(a) but for the application of Applicable Laws that limit or restrict Bank’s ability to seek such indemnification. (l) In addition to any other rights or remedies available to which We or You may be entitled, either party may terminate an Order or the Bank under this Agreement without liability or by law, Bank shall have the right to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any suspend performance of its obligations under this Agreement, including, but not limited to, Bank’s payments of the Transaction Fee and Funding Amounts (as required under Sections 5 and 6 of this Agreement) during the period commencing with the occurrence of any monetary default by Company, including but not limited to the failure to purchase any Loans or Receivables under the Loan Sale Agreement, and ending when such condition has been cured. Notwithstanding such suspension right, Bank may terminate this Agreement as provided in Section 10(c). (m) Upon the effectiveness of the expiration or an Order termination of this Agreement, Company may purchase, and Bank shall sell to Company, all Borrower Accounts for consideration of [***]. Company shall provide its election to so purchase the Borrower Accounts not later than ten (10) days prior to the effectiveness of the expiration or termination of this Agreement and, in the case if Company does not so elect, Bank shall close all Borrower Accounts and Company shall provide any communication of a breach which is capable of remedy, fails such closure to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition Borrowers as may be required or desirable under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionApplicable Laws. 9.4 In (n) The terms of this Section 10 shall survive the event We terminate an Order pursuant to Section 9.3 expiration or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form earlier termination of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect 6.1 The term of this Agreement begins on the Effective Date of the first Order incorporating this Agreement, or, if executed by the parties, the last date of the signatures on this Agreement (the “Effective Date” (if only one date appears by the signatures, that date shall be the Effective Date)) and remain will continue until terminated as stated in effect until any this section. Except as otherwise agreed end date specified in the Order, (a) each Order will automatically renew for a successive three-year renewal term (“Renewal Term”) unless either party provides written notice of its intent to terminate the Order at least 90 days prior to the end of the then-current term, and (b) the fees in each Renewal Term will be set at Boomi's then-current year over year percentage fee increase. 6.2 This Agreement or an Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience (a) by mutual written agreement of Boomi and Customer, or (b) by either party for a material breach of this Agreement or an Order by the other party or its Third Party by providing thirty Users (30i) days’ prior written upon 30 days following its receipt of notice of the breach where the breach is reasonably capable of being cured and the breaching party fails to cure to the non-breaching party’s reasonable satisfaction, or (ii) with immediate effect where such breach is not reasonably capable of being cured, or (c) or as otherwise set forth herein. If an Order or Services Order is terminated, such termination will not affect other Partyorders under the Agreement. 9.3 Without 6.3 Upon termination or expiration of this Agreement, an Order or Services Order for any reason, all rights granted to Customer for the applicable Boomi Services or Materials provided under the Professional Services Addendum, if any, will immediately cease and Customer will immediately: (a) cease using such services or Materials, (b) remove all copies, installations and instances of any Software from any device on which the Software was installed, and ensure that all applicable Third Party Users do the same, and (c) pay Boomi all amounts due and payable but not yet paid. 6.4 Any provision of this Agreement that requires or contemplates execution after termination or expiration of this Agreement, an Order or Services Order is enforceable against the other party and their respective successors and assignees notwithstanding such termination or expiration including, without limitation, the Conduct, Payment, Proprietary Rights, Taxes, Termination, Warranty Disclaimer, Infringement Indemnity, Limitation of Liability, Confidential Information and General sections of this Agreement. Termination of this Agreement or a license will be without prejudice to any other rights or remedies to which We or You may be entitled, either that the terminating party may terminate an Order or this Agreement without liability have under law, subject to the other at any time with immediate effect upon written notice if the other party: a. is limitations and exclusions set forth in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination 6.5 If required by law enforcement or the legal process, or in the event of an Order imminent security risk to Boomi or this Agreement for any reason: (i) each party shall immediately return to the other all papersits customers, materials, Confidential Information and other properties Boomi may suspend Customer’s use of the other held by it in connection with Boomi Services. Boomi will make commercially reasonable efforts under the performance circumstances to provide prior notice of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement suspension.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13 or 14, this Agreement shall continue in force in each country of the world, until expiry of the last to expire of a period of fifteen (15) years from the date of First Commercial Sale or until expiry of the last Valid Claim, whichever is later always provided that this Agreement shall terminate before the expiry of the said fifteen (15) year period and after the expiry of the last Valid Claim if Biologics makes publicly available the Materials and the Materials Know-How. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Biologics. 10.3 Either Biologics or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events : 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the r eceipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 10.4 If at any time during this Agreement Licensee directly or indirectly opposes or assists any third party to oppose the event We grant of letters patent or any patent application within any of the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within any of the Patent Rights or any of the claims thereof, Biologics shall be entitled at any time thereafter to terminate an Order pursuant all or any of the licences granted hereunder forthwith by notice to Section 9.3 Licensee. 10.5 If this Agreement is terminated for any reason any and all licences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy all Materials and Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Biologics. Licensee shall be permitted to sell such stocks of Product as have been manufactured or You terminate an Order are being manufactured on or prior to the date of termination of this Agreement, and shall account to Biologics for convenience royalties on the sale of such products in accordance with Section 9.2 clause 5 above. 10.6 Termination for whatever reason or expiration of this Agreement shall not affect the accrued rights of the parties arising in any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or provisions which are expressed to survive this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information remain in full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order for Services shall take effect 13.1 Unless agreed in writing otherwise between Secure Schools and the Customer, this Agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Order date Effective Date and remain shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in effect until writing, at least 3 months before the end of the Initial Term or any agreed end date specified Renewal Period, in which case this Agreement shall terminate upon the Order expiry of the applicable Initial Term or until all Services under such Order have been provided, unless Renewal Period; or (b) otherwise terminated sooner in accordance with these Termsthe provisions of this Agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 9.2 Unless otherwise stated in an Order13.2 Where the Customer places, each Order or has placed, Additional Orders, the subscription term for the services provided under the Additional Orders shall be determined by the agreement relating to those Additional Orders, and there shall be no merging of the term for services provided under Additional Orders and the Services provided under the terms of this Agreement. 13.3 Without affecting any other right or remedy available to it, either party may be terminated for convenience terminate this Agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice (a) the other party fails to pay any other rights or remedies to which We or You may be entitled, either party may terminate an Order or amount due under this Agreement without liability on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment; (b) the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any other term of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 30 days after being notified in writing to do so; (30c) days the other party suspends, or threatens to suspend, payment of notice its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the breachInsolvency Act 1986; (d) the other party is subject to an Insolvency Event; (e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or b. voluntarily files (f) the terminating party lawfully terminates any other agreement between the parties relating to the Customer’s licence to use the Platform. 13.4 For the purposes of clause 13.2(b), a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or material breach shall include any breach of its assets; passes a resolution for winding-upclauses 2.4 , 2.5 (Grant of Licence) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction8.2 (Proprietary Rights). 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 13.5 On termination of an Order or this Agreement for any reason: : (ia) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Platform Specification, except that the Customer may be permitted to retain access to any free-to-access areas of the Platform. (b) the Customer’s right to use the Materials shall immediately terminate. The Customer shall destroy all copies of the Materials in its possession or control, and shall (on request) provide a written statement signed by an officer of the Customer confirming the Customer’s full compliance with this clause; (c) each party shall immediately return and make no further use of any equipment, property, Platform Specification and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; (d) Secure Schools may destroy or otherwise dispose of any of the other held by it Customer Data in connection with its possession, and the performance Customer shall have no right to access the Materials or Customer Data stored on the Platform; (e) any rights, remedies, obligations or liabilities of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services shall take effect on Either of the Order date and remain Employment Business or the Umbrella Company may terminate an Assignment in effect until any agreed end date writing by giving the notice period specified in the Order or until all Services under such Order have been providedrelevant Assignment details form and without liability. Otherwise, unless terminated sooner the Assignment will terminate on the end date shown in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services the relevant Assignment Details Form. Either party may be terminated for convenience terminate the Assignment earlier by either Party by providing thirty (30) days’ prior written notice giving to the other Party.party notice in writing the period of notice specified in the relevant Assignment Details Form 9.2 Notwithstanding clauses 9.1 and 9.3 Without prejudice to any other rights or remedies to which We or You of this Agreement, where required by the Hirer, the Employment Business may be entitled, either party may terminate an Order or this Agreement without notice and without liability to either the other Umbrella Company or the Agency Worker, instruct the Umbrella Company to cease work on an Assignment at any time with immediate effect upon written notice if the other partytime, where: a. is 9.2.1 either of the Umbrella Company or the Agency Worker has acted in material breach of the rules and regulations applicable to third parties providing services to the Hirer or to the Hirer’s own staff; or 9.2.2 either of the Umbrella Company or the Agency Worker has committed any serious or persistent breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breachthis Agreement; or b. voluntarily files 9.2.3 the Hirer reasonably believes that either of the Umbrella Company or Agency Worker has not observed any condition of confidentiality from time to time; or 9.2.4 the Hirer is dissatisfied with either of the Umbrella Company’s or the Agency Worker’s provision of the Umbrella Company Services and has terminated the Assignment; or 9.2.5 either the Hirer or the Umbrella Company is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a petition under bankruptcy meeting or insolvency lawmakes or proposes to make any arrangement or composition with its creditors; has a receiver or 9.2.6 an administrator, administrative receiver, liquidator, receiver, trustee, manager or administrative receiver similar is appointed over it or any of its assetsthe assets of the Hirer or the Umbrella Company; or 9.2.7 an order is made for the winding up of the Hirer or the Umbrella Company, or where the Hirer or the Umbrella Company passes a resolution for winding-up) its winding up (other than for the purpose of a solvent company reorganisation or a court amalgamation where the resulting entity will assume all the obligations of competent jurisdiction makes an order the other party under this Agreement); or 9.2.8 the Umbrella Company or the Agency Worker is suspected of any fraud, dishonesty or serious misconduct; or 9.2.9 the Umbrella Company or the Agency Worker is unable to perform the Umbrella Company Services for 2 days or more; or 9.2.10 the Umbrella Company does not comply with clause 13.3; or 9.2.11 the Employment Business knows or suspects that effect; becomes subject the Umbrella Company has given incomplete or inaccurate information for the purposes of the Key Information Document; 9.2.12 the Employment Business knows or suspects that the Umbrella Company has or proposes to engage the Agency Worker through another intermediary, including but not limited to an administration order; enters intermediary in which the Agency Worker has a Material Interest; 9.2.13 the Employment Business knows or suspects that the Umbrella Company promotes or has entered into any voluntary arrangement arrangements or schemes designed to avoid the payment of PAYE income tax and national insurance due under ITEPA (including the Off-Payroll Rules) and the NICs legislation; 9.2.14 the Employment Business knows or suspects that the Umbrella Company does not or has failed to comply with ITEPA, the NICs Legislation, VAT legislation or the Companies Acts; 9.2.15 the Employment Business knows or suspects that either the Umbrella Company or the Agency Worker have breached the Data Protection Laws; 9.2.16 the Employment Business knows or suspects that the Umbrella Company does not or has failed to comply with its creditors; ceases obligations under the Immigration, Asylum and Nationality Act 2006, the Safeguarding Legislation or threaten to cease to carry on business; or any other employer obligations it may have towards the Agency Worker. 9.3 The Umbrella Company acknowledges that the continuation of an Assignment is subject to and conditioned by the continuation of the contract entered into between the Employment Business and the Hirer. If the contract between the Employment Business and the Hirer is terminated for any analogous event reason the Assignment shall end with immediate effect without liability to either the Umbrella Company or proceeding in any applicable jurisdictionthe Agency Worker. 9.4 In Neither the event We terminate an Order pursuant Umbrella Company or Agency Staff shall at any time after the termination of this agreement represent itself as being in any way connected with the business of the Employment Business or the Hirer, unless the Employment Business or the Hirer wishes the Umbrella Company or Agency Staff to Section 9.3 do so 9.5 Upon termination of this agreement for whatever reason, the Umbrella Company shall deliver to the Employment Business or You terminate an Order for convenience the Hirer (as appropriate) all books, documents, papers, memoranda, notes, records (including any contained in accordance with Section 9.2 electronic or other forms of computer storage), videos, tapes, digital, electronic and any prepaid Service Fees (other property, and any other materials relating to the business of the Employment Business and/or the Hirer which may at that time be in whatever form including without limitation its possession power or control. The ownership of all such property will at all times remain vested in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where Employment Business or the Hirer (as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementappropriate). 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 12. 1 This Agreement is effective as of the Effective Date and shall take effect on the Order date and remain in effect continue to be effective until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services 12.2 This Agreement may be terminated for convenience without cause by either Party the Company on or after three (3) years from its Effective Date in compliance with the notice and renewal provisions of Article 21.11-1 of the Code, or at any other time by providing thirty (30) days’ prior written notice mutual agreement of the parties. 12.3 Notwithstanding any provision contained in this Agreement to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledcontrary, either party may terminate an Order or this Agreement without liability to for cause on failure of the other at party to comply with any time with immediate effect upon provision of this Agreement (a “default”) after giving the other party written notice if of the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of alleged default and a breach which is capable of remedy, fails to remedy such breach within reasonable time (not less than thirty (30) days or more than (6) months) to cure such default; provided that the right to cure a default shall not apply to the following, and termination shall be effective immediately upon the giving of notice such notice: a) Failure by MGA to pay premiums to the Company within the time set forth in this Agreement; b) Failure by MGA to deliver to the Company an Agent’s Report within the time set forth in this Agreement; c) Revocation of a license necessary to a party’s performance hereunder; d) Issuance of a final, non-appealable, restraining order, injunction, or other order by a governmental authority having proper jurisdiction which prohibits a party from carrying out this Agreement; e) Any party filing or becoming the subject of a petition seeking protection or satisfaction of debts under the bankruptcy, receivership or creditor’s rights laws of the breachparty’s domiciliary state or country; or b. voluntarily files f) At the option of the Company, the transfer or attempted transfer of a petition under bankruptcy controlling interest in MGA without first obtaining the Company’s consent. At the Company’s option, the Company may suspend any or insolvency law; has a receiver all authority of MGA during the pendency of any material default of MGA, any dispute regarding any material default of MGA, or administrative receiver appointed over it or during any period, if any, allowed to cure any such material default. Any exercise by the Company of its assets; passes rights under this provision to suspend any and all authority of MGA shall not be considered a resolution for winding-up) or a court default under the terms of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 12.4 All power and authority of MGA granted under the terms of this Agreement shall cease upon termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services shall take effect 14.1 This Agreement will become effective on the Order date and its Effective Date and, unless terminated under another, specific provision of this Agreement, will remain in effect until any agreed end date specified in and terminate upon the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termslast to expire of Licensed Patents. 9.2 Unless otherwise stated 14.2 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows: (1) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination; (2) MICHIGAN's rights to inspect books and records as described in an OrderArticle 5, each Order and LICENSEE's obligations to keep such records for Services may be terminated for convenience the required time; (3) Obligations to hold harmless, defend and indemnify MICHIGAN and its Regents, fellows, officers, employees and agents under Article 13; (4) Any cause of action or claim of LICENSEE or MICHIGAN accrued or to accrue because of any breach or default by the other Party hereunder; (5) The general rights, obligations, and understandings of Articles 12, 17, 19, 28, 29 and 30; and (6) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either Party by providing thirty (30) days’ prior written notice to the other Partyor both Parties. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other 14.3 If LICENSEE at any time with immediate effect upon written notice defaults in the payment of any royalty or the making of any report hereunder, or intentionally makes any materially false report, or if the other party: a. is in either Party commits any material breach of any of its obligations under the Agreement covenant or an Order andpromise herein contained, in the case of a breach which is capable of remedy, and fails to remedy any such default, breach or report within thirty sixty (3060) days after written notice thereof by the other Party specifying such default, then that other Party may, at its option, terminate this Agreement and the license rights granted herein by notice in writing to such effect. The cure period shall be extended for a reasonable period to be agreed upon by the Parties if the breaching Party has made good faith efforts to remedy the breach, but has not completed the remediation. Any such termination is without prejudice to either Party's other legal rights for breach of this Agreement. 14.4 LICENSEE may terminate this Agreement without cause by giving MICHIGAN a notice of termination, which shall include a statement of the breach; orreasons, whatever they may be, for such termination and the termination date established by LICENSEE, which date must not be sooner than sixty (60) days after the date of the notice. The Parties acknowledge that such notice is final and, immediately upon receipt of such notice of termination, MICHIGAN no longer has any restrictions that would have existed pursuant to this agreement on its rights to enter into agreements with others for the manufacture, import, sale, offer for sale, and/or use of Products. b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up14.5 MICHIGAN may immediately terminate this Agreement upon (a) or the adjudication by a court of competent jurisdiction makes of the bankruptcy or insolvency of LICENSEE or the entry of an order to that effector decree for the liquidation or dissolution of LICENSEE; becomes subject to an administration order; enters into (b) the filing of any voluntary arrangement with its creditors; ceases petition for bankruptcy, dissolution, liquidation or threaten to cease to carry on businesswinding-up of the affairs of LICENSEE; or (c) the filing of any involuntary petition for bankruptcy, dissolution, liquidation or winding-up of the affairs of LICENSEE which is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees not dismissed within one hundred twenty (in whatever form including without limitation in the form 120) days of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementwhich it is filed or commenced. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for 7.1. This Master Services Agreement shall take effect on from the date signature date hereof, and in respect of each Service, the date the Customer Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner is accepted by HUGE in accordance with Clause 2.2, or the date the Customer first uses a Service, whichever of these Termsis earlier, and shall continue in force unless and until terminated in accordance with this Clause 7. 9.2 Unless otherwise stated in an 7.2. Either Party may terminate a Service: 7.2.1. Subject to the provisions of a Customer Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior on at least 90 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevant Initial Service Term; 7.2.2. immediately by notice if if, in relation to that Service, the other party:Party hascommitted a materialbreach which is incapable of remedy; a. is 7.2.3. immediately by notice if, in relation to that Service, theother Partyhascommitted a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, but which it fails to remedy toremedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.2.4. immediately by notice if, in relation to that Service, a petition Force Majeure Event subsists for a continuous period exceeding three (3) months. 7.3. Either Party may terminate the Agreement immediately upon notice: 7.3.1. in the event of a material breach by the other, which has application to all Services then provided under bankruptcy or insolvency law; this Agreement, and which is incapable of remedy; 7.3.2. in the event of a material breach by the other, which has application to all Services then provided under this Agreement,and whichiscapableof remedy,but which such other fails to remedy within ten (10) Business Days of having been notified of such breach; 7.3.3. if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to anyanalogousacts or proceedingsunder any analogous foreign law; 7.3.4. in the event or proceeding in of a Force Majeure Event, which has application to allServices thenprovided hereunder, and which subsists for a continuous period exceeding three (3) months; or 7.3.5. where, after expiry of any applicable jurisdictionInitial Service Term(s), no Services have been provided under this Agreement for a continuous period exceeding three (3) months. 9.4 In 7.4. HUGE may terminate the Agreement (or a specific Service) immediately by notice if a suspension of a Service pursuant to Clauses 6.1.4, 6.1.5 or 6.1.6 has continued for a period of at least two (2) consecutive months. 7.5. If HUGE has reasonable grounds to consider that there has been a violation of Clause 8.6.2, HUGE may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify HUGE that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees this Clause 7.5 or if HUGEreasonably determines thattheviolationiscontinuing or islikely to occur again, HUGE may terminate this Agreement (in whatever form including without limitation in the form of allotments/contingentsor relevant Service) shall be non-refundable and We shall be under no obligation immediately upon notice to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementtheCustomer. 9.6 On termination 7.6. Notwithstanding the provisions of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersClauses 7.2 and 7.3, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of HUGE may terminate the Agreement which by their nature would continue beyond (or the termination, cancellation or expiration of the Agreement .relevant Service) on five

Term and Termination. 9.1 Each Order for Services 10.1 Subject to Clauses 10.210.2 to 10.5, this Sub- Licence shall take effect on commence upon the Order date Start Date of the Order, and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless terminated sooner earlier in accordance with these Termsthis Clause 10, until the expiry of the Subscription Period. 9.2 Unless otherwise stated in an Order10.2 The Institution shall have the right to terminate this Sub-Licence during the Subscription Period, each Order for Services may be terminated for convenience by either Party by providing thirty giving not less than 60 (30sixty) days’ prior written notice to Jisc Collections, such notice to expire on at the end of the relevant Subscription Year. 10.3 Without affecting any other right or remedy available to it, either party may terminate this Sub-Licence with immediate effect by giving written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to if:  the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of party becomes insolvent, admits insolvency or a general inability to pay its obligations under the Agreement or an Order anddebts as they become due, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has appointed a receiver or administrative receiver appointed over it or over any part of its undertaking or assets; , passes a resolution for winding-up) winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a court of competent jurisdiction makes petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; becomes subject or  the other party commits a material or persistent breach of any term of this Sub- Licence which breach is irremediable or, if such breach is remediable, fails to an administration order; enters into remedy that breach within a period of sixty (60) days after being notified in writing to do so. 10.4 Without affecting any voluntary arrangement other right or remedy available to it, the Institution may terminate this Sub-Licence with its creditors; ceases or threaten immediate effect by giving written notice to cease Jisc Collections if Airbus:  has failed to carry on businesscomply with the provisions of Clause 5 and 6 and fails to remedy the non-compliance within a period of sixty (60) days after being notified by Jisc Collections in writing to do so; or  is subject no longer entitled to any analogous event or proceeding in any applicable jurisdictionmake the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. 9.4 In 10.5 Without affecting any other right or remedy available to it, Jisc Collections may terminate this Sub-Licence with immediate effect by giving written notice to the event We terminate an Order pursuant Institution if the Institution:  fails to Section 9.3 pay any undisputed amount due under this Sub-Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment;  wilfully and repeatedly infringes, or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation wilfully permits Authorised Users repeatedly to infringe, the copyright in the form Licensed Material; or  has committed a breach of allotments/contingentsClause 4 (Restrictions) shall be non-refundable or Clause 8.1 (Responsibility of Institution) and We shall be under no obligation fails remedy that breach within a period of sixty (60) days after being notified in writing to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementdo so. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 2.1 This Agreement shall take effect enter into force on the Order date Commencement Date and remain shall continue in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsforce for a period of [ TBC ] . 9.2 Unless otherwise stated in an Order2.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other Party.other, terminate the Agreement in the following circumstances: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing , either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; or ; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is subject to any analogous event or proceeding in any applicable jurisdictionremedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Authorisation. 9.4 In 2.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 2.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be non-refundable released from its obligation under this Agreement until any balance due is paid without affecting the non- breaching Party’s right to continue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate this Agreement without liability or right to compensation for the defaulting party. 2.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided10.1 This Agreement shall, unless otherwise terminated sooner in accordance with these Termsclause 10, come into force on the Effective Date and shall continue for the Initial Term and thereafter this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Term) unless: (a) either party notifies the other party of termination, in writing, at least 3 months prior to the expiry of the Initial Term or any Renewal Term, in which case this Agreement will terminate on the expiry of the Initial Term or Renewal Term during which the notice expires; or (b) otherwise terminated in accordance with the terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Either party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement at any time on written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. (a) is in material or persistent breach of any of its obligations under the terms of this Agreement or an Order and, in the case of a and either that breach which is capable incapable of remedy, or the other party fails to remedy such that breach within thirty (30) 30 days of after receiving written notice of the requiring it to remedy that breach; or b. voluntarily files (b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a petition under bankruptcy resolution for its liquidation, administration, winding-up or insolvency law; dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has a receiver an administrative or administrative receiver other receiver, manager, trustee, liquidator, administrator or similar officer appointed over it all or any substantial part of its assets; passes a resolution for winding-up) , or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into or proposes any voluntary composition or arrangement with its creditors; ceases or threaten to cease to carry on business; creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 10.3 Causeway may terminate this Agreement at any time on written notice to you if you: (a) fail to pay any undisputed sum due to Causeway under this Agreement and such sum remains unpaid thirty (30) days after its due date; (b) shall do or allow to be done any act or omission which may reasonably be considered by ▇▇▇▇▇▇▇▇ to jeopardise any right of Causeway and/or its licensors in the event We terminate an Order pursuant to Section 9.3 Software or You terminate an Order for convenience any part thereof. 10.4 Termination by either party in accordance with Section 9.2 any prepaid Service Fees (the rights contained in whatever form including without limitation in the form of allotments/contingents) clause 10 shall be non-refundable without prejudice to any other rights or remedies of that party accrued prior to termination. 10.5 Upon any termination of this Agreement: (a) all rights and We licences granted to you by Causeway under this Agreement shall be under immediately cease; (b) Causeway may destroy or otherwise dispose of any of the Customer Data in its possession unless ▇▇▇▇▇▇▇▇ receives, no obligation to refund later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to You any of the then most recent back-up of the Customer Data. Causeway shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such prepaid Service Fees even where as a written request, provided that the you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination termination). You have not yet called off shall pay all Servicesreasonable expenses incurred by ▇▇▇▇▇▇▇▇ in returning of Customer Data; and 9.5 Termination of any Order (c) You shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reasonimmediately pay to Causeway: (i) each party shall immediately return any sums due to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the ServicesCauseway under this Agreement; (ii) You shall promptly pay Us for all Services provided as agreed damages, each Subscription Fee which would have fallen due during the remainder of the Initial Term (had the Agreement not been terminated) and Fees and expenses any other charges due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .and

Term and Termination. 9.1 Each Order for Services 11.1 This Agreement shall take effect on commence as of the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date and, unless terminated sooner in accordance with these Termsas provided herein, shall continue for the Term. If the Customer seeks to terminate the Agreement during the Term, then no refund would be processed for the unused proportion of the term. 9.2 Unless otherwise stated in an Order11.2 Without affecting any other right or remedy available to it, each Order for Services may be terminated for convenience by either Party may terminate this Agreement with immediate effect by providing thirty (30) days’ prior giving written notice to the other PartyParty if: (i) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than ten (10) Business Days after being notified in writing to make such payment; or (ii) if the other Party commits a material breach of any terms of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within ten (10) Business Days after being notified in writing to do so; or (iii) the other Party suspends, ceases, or threatens to suspend or cease carrying on its business or a substantial part thereof, or suffers an Insolvency Event. 9.3 11.3 Without prejudice to any other rights or remedies hereunder to which We or You siHealth may be entitled, either party may terminate an Order if siHealth knows or this Agreement without liability has reasonable grounds to suspect that the other at any time with immediate effect upon written notice if the other party: a. Customer is acting in material breach of any of its obligations under this Agreement (including failure to pay Subscription Fees), siHealth may notify the Agreement or an Order and, Customer in writing accordingly and may suspend the case of a breach which is capable of remedy, fails to remedy Services until such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy can be remedied or insolvency law; has a receiver or administrative receiver appointed over it or any of until siHealth is satisfied, acting reasonably, that its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionsuspicions are unfounded. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 11.4 On Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: reason (ia) all licences and all the Services granted under this Agreement shall immediately terminate; each party shall immediately return and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to the other all papersParty; and (b) any rights, materialsremedies, Confidential Information and other properties obligations or liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due Parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services 2.1. The term of this Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue for a period of five (5) years thereafter (“Term”), unless earlier terminated sooner in accordance with these Termspursuant to this Agreement or unless earlier expired pursuant to the provisions of Section 1.2 above. The Parties may, by mutual written consent, extend the Term for additional periods of two (2) years each. 9.2 Unless otherwise stated in an Order2.2. Notwithstanding anything to the contrary herein, each Order for Services may be terminated for convenience by and without derogating from any other right or remedy available to the Parties hereunder or at law, either Party by providing thirty (30) days’ prior shall be entitled to terminate this Agreement immediately upon written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty event the other Party: (30i) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any liquidation or bankruptcy proceedings, whether voluntary or compulsory, and such proceedings are not terminated or discharged within 60 days, makes a general arrangement with its creditors; , or ceases or threaten to cease to carry on businessconduct its business in the ordinary course; or is subject (ii) fails to fulfill a material obligation or undertaking herein and does not rectify such failure, to the extent possible to rectify, within forty five (45) days after receiving a written demand to do so. 2.3. The following shall apply with respect to the expiration or termination of this Agreement, howsoever arising: 2.3.1. In no event shall any termination of this Agreement, in itself, affect any rights or obligations accrued or existing at the time of such termination or arising out of such termination, nor shall Distributor be entitled to any analogous event compensation for loss of goodwill, customers, profits, expenses or proceeding in for any applicable jurisdictionother loss or damage arising as a result of the expiration or termination of this Agreement howsoever arising. 9.4 In 2.3.2. Distributor shall immediately cease all of its distribution, marketing and sales activities relating to the event We terminate an Order pursuant Products and all rights afforded hereunder to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees the Distributor to use the Trademarks (in whatever form including without limitation in the form of allotments/contingentsas defined below) shall be non-refundable expire upon such termination or expiration,. 2.3.3. Distributor shall make reasonable efforts within 30 days following the termination or expiration of this Agreement, to return to the Company all (i) demonstration units or other Products that are in Distributor’s possession, and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at (ii) sales and promotional materials which were supplied by the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order Company for use by Distributor in performing its duties under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services This Agreement shall take effect enter into force on the Order date Effective Date hereof and remain in effect until shall continue, subject to the provisions of this Section 9, for a period of five (5) years from the Launch Date (“Initial Term”). The Initial Term may be extended through written amendments executed between the Parties. Neither Party shall be entitled to make any agreed end date specified in claim or present any legal challenge as a result of the Order expiration or until all Services non-renewal of this Agreement under such Order have been provided, unless terminated sooner in accordance with these Termsthe provisions of this Section 9.1. 9.2 Unless otherwise stated in an Order, each Order for Services may Either Party shall be terminated for convenience by either Party by providing thirty (30) days’ prior entitled to terminate this Agreement upon written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice Party if the other party: a. Party is in material breach of any of its obligations under the Agreement or an Order hereunder for reasons other than Force Majeure and, in the case of a if such breach which is capable of remedycurable, fails to remedy such breach at the end of a period of 60 (sixty) days after receipt of formal notice of breach and demand to cure such breach. 9.3 Either Party shall be entitled to terminate this Agreement upon written notice to the other Party if (a) the other Party is placed in voluntary or compulsory liquidation or falls into bankruptcy or ceases its activities for any reason or (b) the other Party is prevented, in full or in material part, from performing any of its obligations hereunder for reasons of a Force Majeure Event for a period of 3 (three) consecutive months or more or (c) for reasons beyond either Party’s reasonable control, the competent Governmental Authorities refuses to renew the Regulatory Approvals or revokes the Regulatory Approvals or any other license or permit necessary to import, Market or Distribute the Product in the Territory, or (d) if both parties fail to reach an agreement upon mutually acceptable revised prices for the Product pursuant to Section 5.1.k. 9.4 SONOMA may terminate this Agreement with immediate effect by providing written notice: a) in the event that EMS fails to make purchases of Products at least equal to the Minimum Annual Purchase Amount in any Contract Year and to make Product purchases equal at least the Deficit Amount in the 6 month following the end of such Contract Year as provided in Section 5.1(f); b) if two (2) consecutive payments from EMS to SONOMA are delayed by more than 30 (thirty) days after the due date and such payments are not made within thirty 30 (30thirty) days of receipt of SONOMA´s written notice to EMS in respect thereto; c) in the event that any Governmental Authorities takes any action or raises any objection, that prevents SONOMA from supplying and/or exporting the Product into the Territory. In this case, before termination, SONOMA and EMS shall use commercially diligent efforts to remove the objections and, if such efforts are unsuccessful, discuss in good faith an option to manufacture the Product at a Third Party premises selected by SONOMA, or at EMS’ premises. If agreed, EMS and SONOMA shall use good faith efforts to negotiate a mutually agreeable amendment to this Agreement; d) in the event of any unauthorized use of SONOMA´s technical information or Confidential Information, dossiers, registrations or registration documents. 9.5 EMS may terminate this Agreement with immediate effect by providing written notice: a) in the breachevent two (2) Finished Product deliveries are delayed for more than 30 (thirty) days for reasons other than for Force Majeure Event and such delivery is not made within 30 (thirty) days of receipt of EMS’ written notice to SONOMA in respect thereto; b) in the event any Governmental Authorities takes any action or raises any objection that prevents EMS from buying and/or importing the Product in the Territory for a period longer than 6 (six) months; c) in the event the Governmental Authorities require additional development for granting the Marketing Authorization which results in costs higher than the stated on Schedule 4 and if there is no common agreement on how to deal with the exceeding difference; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-upd) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 SONOMA implements any prepaid Service Fees (in whatever form including Change without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementnecessary Governmental Authorities approval. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .