Common use of TERMINATION AND CONSEQUENCES OF TERMINATION Clause in Contracts

TERMINATION AND CONSEQUENCES OF TERMINATION. a) Notwithstanding anything contained herein at any time during the validity of this Agreement, the Franchisor is entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance to the Franchisee, without assigning any reason of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.

TERMINATION AND CONSEQUENCES OF TERMINATION. 25.1 In the event that either Party should be in material breach of this Agreement (being a single event or series of events that are together defined as a material breach) and either: (a) Notwithstanding anything contained herein the breach is capable of remedy and the breaching Party has failed to substantially remedy the breach within sixty (60) days of written notice specifying the breach and requiring the same to be remedied; or (b) the breach is not capable of remedy within sixty (60) days from the receipt of written notice specifying the breach and requiring the same to be remedied; then the non-breaching Party may without prejudice to any other rights or remedies which may be available to it terminate this Agreement with immediate effect by giving written notice of termination to the breaching Party. 25.2 If one Party shall compound or make any arrangement with its creditors, or an insolvency administrator is appointed over all or any part of its assets or goes into liquidation (whether voluntary or otherwise) save as part of a bona fide reconstruction not involving insolvency or shall take or suffer to be taken any CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. similar action as a result of its inability to pay its debts or its insolvency it shall promptly so notify the other Party in writing giving particulars of the circumstances whereupon the other Party may terminate the Agreement immediately by written notice. For the avoidance of doubt the other Party may terminate the Agreement upon the occurrence of any of the circumstances described in this Clause 25.2 notwithstanding that Party may not have given notice to the other Party as required. 25.3 If at any time during the validity term of the Agreement there shall be any Change of Control of a Party or in case of Clearside, of an Affiliate party to an Affiliate Agreement pursuant to Clause 4.8: (i) The Party shall immediately so notify the other Party in writing. GERRESHEIMER shall confirm promptly after receipt of a Change of Control notification whether CLEARSIDE BIOMEDICAL is still covered by GERRESHEIMER’s trade credit insurance after such Change of Control. If CLEARSIDE BIOMECDICAL is not covered by GERRESHEIMER’s trade credit insurance, then GERRESHEIMER shall sell (and/or Deliver) any Products to CLEARSIDE BIOMEDICAL or fulfil or accept any Purchase Orders only upon receipt of a payment security from CLEARSIDE BIOMEDICAL by means of a payment guarantee of CLEARSIDE BIOMEDICAL or a bank guarantee of an internationally business bank rated with triple B; and (ii) Either Party may upon receiving notice or otherwise becoming aware of a Change of Control of the Party have the right, exercisable within ten (10) days after receipt of notice or becoming aware, to terminate the Agreement by notice in writing to the Party; PROVIDED, HOWEVER, that such Party may only terminate this Agreement upon a Change of Control of the other Party if it considers, acting reasonable, that such Change of Control is prejudicial to its interests; PROVIDED FURTHER, HOWEVER, that such termination shall become effective twenty four (24) Months from the date of the Change of Control notice, unless the Parties mutually agree in writing on a shorter period of time. With respect to GERRESHEIMER, such Change of Control shall always be deemed prejudicial, if CLEARSIDE BIOMEDICAL’s acquiror’s primary business is in direct competition with GERRESHEIMER (it being understood that for the avoidance of doubt, such acquirer of CLEARSIDE BIOMEDICAL shall not be construed as having a primary business in direct competition with GERRESHEIMER by virtue of the fact that it manufactures the Product by itself for use with its own pharmaceutical products). The same terms and conditions shall apply to agreements pursuant to Clause 4.8. 25.4 If CLEARSIDE BIOMEDICAL ceases to sell the final pharmaceutical product which incorporates Product supplied under this Agreement, CLEARSIDE BIOMEDICAL may terminate this Agreement on giving thirty (30) days prior written notice if it is ceasing to sell the Product as a result of a market withdrawal in the USA by requirement of a Regulator, and three (3) Month prior written notice in any other circumstances. In case CLEARSIDE BIOMEDICAL’s decision is due to significant CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. technical, or any regulatory reasons with respect to the Product, CLEARSIDE BIOMEDICAL shall notify GERRESHEIMER immediately upon learning of such technical or regulatory impact, and, as appropriate, work together with GERRESHEIMER to remedy such impact during the notice period. 25.5 The applicable Party may terminate this Agreement in accordance with Clause 20.5 (Force Majeure). 25.6 Either Party may terminate this Agreement by electing not to renew the Agreement in accordance with Clause 2. 25.7 For the avoidance of doubt in the event of any termination of this Agreement, the Franchisor is entitled respective Product Schedules will terminate, unless the Parties expressly agree in writing that the terms of this Agreement shall continue to terminate apply to a Product Schedule following termination of this Agreement. 25.8 On termination of the Agreement, GERRESHEIMER shall, not later than forty five (45) Business Days after CLEARSIDE BIOMEDICAL’s prior written request but at CLEARSIDE BIOMEDICALs cost deliver to CLEARSIDE BIOMEDICAL (or as CLEARSIDE BIOMEDICAL shall direct) all quantities of the Product already produced (based on the agreed Selling Prices in the Product Schedule), semi- finished Products (based on the purchase price of the Materials plus manufacturing costs, and where available such costs shall be those identified in the cost breakdown in the Product Schedule), the Material and consumables (purchase price of the Materials plus [***] where available such price can be that identified in the cost breakdown in the Product Schedule), in its possession for the binding quantities for the next six (6) Months in the most recent Forecast Schedule or as otherwise agreed. 25.9 For the avoidance of doubt, upon termination of this Agreement by serving Thirty GERRESHEIMER pursuant to Clauses 25.1 or 25.2 or by CLEARSIDE BIOMEDICAL pursuant to Clause 25.4, CLEARSIDE BIOMEDICAL shall be obliged to reimburse GERRESHEIMER for all binding quantities for the next six (306) days’ notice Months in writing the most recent Forecast Schedule or as otherwise agreed, provided they are not Agreed Defective Products. 25.10 In the event CLEARSIDE BIOMEDICAL terminates this Agreement pursuant to Clause 25.1, GERRESHEIMER shall, at its sole cost, provide reasonable assistance to CLEARSIDE BIOMEDICAL in advance the technical transfer of the manufacturing equipment to CLEARSIDE BIOMEDICAL’s or a Third Party’s manufacturing facility designated by CLEARSIDE BIOMEDICAL and shall grant to CLEARSIDE BIOMEDICAL a fully paid up non-exclusive worldwide license, with the limited right to grant sub-license to only such THIRD PARTY manufacturer, under the licensed GERRESHEIMER Results pursuant to Clause 15.3, or if not applicable, to new manufacturing and/or production processes relating directly to the FranchiseeProduct required to use, without assigning any reason of whatsoever naturesell, without any liability or compensationmake and have made the affected Products (hereinafter CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. It is clarified THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. referred to as “Licensed IP”); PROVIDED, HOWEVER, that the Franchisee has no license granted hereunder shall be effective only during the period of time of the supply of Products by said THIRD PARTY manufacturer (such exit/termination period is hereinafter referred to as a “License Period”) and CLEARSIDE BIOMEDICAL shall not exercise its rights except to use, sell, make or have made the Products or to utilize the Gerresheimer Results pursuant to such license other than during such a License Period. In all other cases and after the License Period if CLEARSIDE BIOMEDICAL desires that a THIRD PARTY manufacturer shall manufacture the Product by using Gerresheimer Results licensed pursuant to this Clause or pursuant to Section 15.3, CLEARSIDE BIOMEDICAL shall pay to GERRESHEIMER the licence fee, royalties or other amounts as negotiated between the Parties pursuant to Section 15.3 for as long as such manufacture continues. In all other cases of CLEARSIDE BIOMEDICAL terminating this Agreement for whatever reasons GERRESHEIMER shall in general provide reasonable assistance to CLEARSIDE BIOMEDICAL to effect a complete transfer of the breaches mentioned herein belowprocess of the manufacturing of the Product to another manufacturing site of CLEARSIDE BIOMEDICEAL’s choice. CLEARSIDE BIOMEDICAL shall reimburse GERRESHEIMER for any actual and duly documented costs incurred in providing such assistance on a time and material basis. b) If 25.11 With effect from termination of the Franchisee commits a breach Agreement, the Parties shall not make any use for any purpose whatsoever of any term or condition Intellectual Property which is the property of other Party except as it is expressly mentioned in this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If 25.12 For the Franchisor commits a breach avoidance of its payment obligations for a consecutive period of Two (2) months, without doubt the Parties expressly acknowledge that any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reasonreason shall not affect the effectiveness of any corresponding agreement pursuant to Clause 4.8 unless as otherwise agreed by the Parties in writing. 25.13 Following effectiveness of termination of the Agreement, CLEARSIDE BIOMEDICAL may remove the CLEARSIDE BIOMEDICAL Equipment from the Manufacturing Site (Removal). GERRESHEIMER shall, at the request of CLEARSIDE BIOMEDICAL, after prior written notification and without interruption of GERRESHEIMER’s business operations exceeding what is reasonably necessary to perform such Removal: (A) grant CLEARSIDE BIOMEDICAL access to the Manufacturing Site during normal business hours; (B) identify the CLEARSIDE BIOMEDICAL Equipment located within the Manufacturing Site; and (C) permit CLEARSIDE BIOMEDICAL to remove such Equipment. 25.14 The costs incurred by CLEARSIDE BIOMEDICAL in any removal of the CLEARSIDE BIOMEDICAL Equipment pursuant to this Clause 25 and, should the removal CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. directly result in any material damage to the Manufacturing Site or the CLEARSIDE BIOMEDICAL Equipment, the Franchisee shall not object costs relating to the repair of the Manufacturing Site or obstruct the Franchisor in removing CLEARSIDE BIOMEDICAL Equipment (excluding damages caused by the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal negligence of ATM or assets, then the Franchisee a Party which shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Furtherborne by that Party), the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall meanbe borne as follows: I. any change or amendment (a) in cases where CLEARSIDE BIOMEDICAL terminates pursuant to rules and regulations Clauses 25.1 (GERRESHEIMER material breach);25.2 (GERRESHEIMER insolvency); 25.3 (GERRESHEIMER Change of external entity such as NFSControl), settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Servicesby GERRESHEIMER; or II(b) in cases where either Party terminates in accordance with Clause 20.5 (Force Majeure) equally by both Parties; or (c) in cases where GERRESHEIMER terminates pursuant to Clause 25.1 (CLEARSIDE BIOMEDICAL material breach); 25.2 (CLEARSIDE BIOMEDICAL insolvency); 25.3 (CLEARSIDE BIOMEDICAL Change of Control), by CLEARSIDE BIOMEDICAL. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required The Parties shall use their reasonable endeavours to be terminatedminimise all such costs. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.

TERMINATION AND CONSEQUENCES OF TERMINATION. a) Notwithstanding anything contained herein The Parties may, by mutual written consent, terminate this Agreement at any time during the validity of time. In this Agreementinstance, the Franchisor is entitled to termination date shall be the date on which the Parties execute such mutual written intent of termination. Either Party may terminate this Agreement by serving Thirty providing a notice of 24 (30twenty-four) days’ notice in writing in advance to the Franchisee, without assigning any reason hours if an Event of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee Force Majeure has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations continued for a consecutive period of Two 30 (2thirty) months, without any reason, then in days or more and neither Party is able to be remedy such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment Event Force Majeure within such 30 (thirty) days’ notice. Either Party may, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due addition to any objections other remedies available to it by law or impediments and thereby delays the removal of ATM or assetsin equity, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation in whole or liability in part as the terminating Party may determine, effective upon written notice to the other party Party, upon a change of Control of the other Party as per the applicable laws. Without limiting any of Zydus other rights and remedies hereto, at law, in equity or otherwise, the Franchisee on occurrence Service Provider will be in default of a Material Adverse Change. For the purposes terms of this Agreement, and this Agreement Material Adverse Change shall mean: I. may be immediately terminated by Zydus without incurring any change liability whatsoever, in the event that the Service Provider breaches or amendment fails to rules fulfil any obligations and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations agreements under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby including but not limited to adhering to standards set by Zydus for the whole or deliverables to be provided by the Service Provider as a part of Services and/or not adhering to the timelines prescribed for such deliverables, and such breach or failure has not been cured within 30 (thirty) days of written notice from Zydus. This Agreement may also be terminated by Zydus without any cause and without incurring any liability by providing the Service Provider with a prior written notice of 15 (fifteen) Business Days. On expiry or earlier pre-determination of this Agreement is required arrangement, the Zydus shall pay the total undisputed amount or remuneration to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings Service Provider that remains unpaid by Zydus in respect of that portion of the Franchisor which in Services completed prior to termination or expiration of this Agreement. The Service Provider shall have no other claim whatsoever against Zydus including for any manner affects balance remuneration or limits the performance of obligations amount for unfinished portion of the FranchisorServices as on such expiry/ termination date. The Service Provider shall not use and return all the documents provided by Zydus including but not limited to Confidential Information to Zydus and confirm the same in writing to the extent reasonably satisfied to Zydus. Termination of the Agreement under this Article will not prejudice any rights and liabilities of either Party, which have arisen/accrued on or before the date of termination. The provisions of Definition, Representation and Warranties, Confidentiality, Indemnity, Dispute Resolution, Notices and this clause shall survive for 5 (five) years from termination of this Agreement.

TERMINATION AND CONSEQUENCES OF TERMINATION. aTerm: Agreement shall come into force on the Effective Date and shall continue for twelve months unless terminated as per terms of this Agreement. This Agreement may be terminated by ShopOnn, with immediate effect; if Seller are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the ShopOnn Policies; if a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed. ShopOnn also has the right to suspend Sellers access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller shall not be permitted to sell Sellers Products on the Platform) on the occurrence of any of the termination triggers specified in clause above or without any reason as stated above. Notwithstanding anything contained herein under this Agreement, any Party may terminate this Agreement for convenience upon thirty (30) day written notice to other Party. You agree that ShopOnn, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your account (or any part thereof) or your use of the Services and remove and discard all or any part of your account, your user profile, or your recipient profile, at any time. ShopOnn may also in its sole discretion and at any time during discontinue providing access to the validity Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that ShopOnn will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies ShopOnn may have at law or in equity. Upon termination for any reason, you agree to immediately stop using the Services. Also On termination of this Agreement: ShopOnn will, with immediate effect, block Sellers access to the Platform and consequently, Seller shall not be able to offer any Products to the Buyers thereafter and shall not have the right to re- register himself /itself as a Seller on the Platform at any time after such termination, unless ShopOnn, in its discretion, permits such re-registration;. Seller shall return to ShopOnn all the confidential information of ShopOnn and all other properties and materials belonging to ShopOnn. Where the confidential information cannot be returned in material form, Seller shall destroy all of ShopOnn‟s confidential information and shall provide ShopOnn with a certificate of destruction with respect to the same. It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Franchisor is Parties. On the termination of the Agreement, Seller will be entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance only the Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Platform, prior to the Franchisee, without assigning any reason date of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee ShopOnn shall be entitled to give a thirty (30) days’ notice period in writing adjust any monies, due from Seller to ShopOnn till the Franchisor calling upon it date of termination, from the Seller Proceeds payable to make the payment before the expiry Seller on termination. Without prejudice of the Notice period. If foregoing, the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, pursuant to any of the Franchisee provisions contained herein above shall not object limit or obstruct otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day event which gave rise to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages right of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisortermination. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.

TERMINATION AND CONSEQUENCES OF TERMINATION. a) Notwithstanding anything contained herein at any time during the validity of this Agreement, the Franchisor is entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance to the Franchisee, without assigning any reason of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.

TERMINATION AND CONSEQUENCES OF TERMINATION. a) Notwithstanding anything contained herein at any time during the validity of this Agreement, the Franchisor is entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance to the Franchisee, without assigning any reason of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor.expiry d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.

TERMINATION AND CONSEQUENCES OF TERMINATION. aThis is a one year agreement. It takes us at least ninety (90) Notwithstanding anything contained herein days to effectively start marketing and distributing a Members Content and can take one (1) year or more for us to recoup our costs, so we ask for representation of any Content each Member has uploaded and been accepted for a minimum period of one (1) year. This agreement will role on for each year until terminated by either party. Once termination is given the agreement will cease to be in effect at the end of that years period, unless termination is not given within ninety (90) days of the end of that years period, in which case RooM has the right to market the Members Content for a further one (1) year if it so chooses. RooM or the Member may terminate this Agreement with respect to Content by giving ninety (90) days written notice at any time during the validity time, if there is a serious breach of this Agreement, the Franchisor which is entitled to terminate this Agreement by serving Thirty not rectified within thirty (30) days’ days of written notice in writing in advance to the Franchiseeemail address last posted by the Member in relation to your Membership Account or by you to this email ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. If either you or RooM terminate your Membership Account for any reason, without assigning any reason such termination will automatically be deemed notice of whatsoever nature, without any liability termination of this Agreement in relation to all Exclusive Content. RooM will in this case (or compensationif RooM terminates this Agreement in relation to all Exclusive Content) remove all Exclusive Content from the Website and the websites of all RooM Partners. It is clarified that Until such removal (the Franchisee has no such exit/termination rights except for “Transition Period”) RooM and all relevant RooM Partners shall be entitled to continue licensing your Published Exclusive Content on the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition terms of this Agreement, then . During the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is Transition Period you will not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchiseereceive any royalties. At the end of the Notice period, Transition Period RooM will determine the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused sum standing to the Franchisor credit of your Contributor Account, make any relevant Deductions inform you of any balance due to you (“Termination Payment”) by email and then make the breach of any covenants or representations or warranties Termination Payment to you, using the Available Payment Method elected by the Franchisee, then the Franchisor is entitled you for this purpose and confirmed by you to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period RooM in writing (“Payment Instructions”). RooM will make reasonable commercial efforts to contact you if your Membership Account is terminated for inactivity in accordance with RooM’s Terms of Use by email and post, using the Franchisor calling upon it to make the payment before the expiry email address last posted by you as part of your Membership Account. If RooM should not receive Payment Instructions from you within six (6) months of the Notice perioddate of RooM’s first communication to you under this paragraph you forfeit all rights, title and interest in any Termination Payment otherwise due to you. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall will not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects way affect the rights of licencees or limits the provision of ATM Services; or IIsub-­‐licencees under any relevant RooM Licence Agreements. a material limitation, including It will also not prejudice any order rights acquired by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations RooM under this Agreement, non-renewal the Terms of Use or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part any Exclusive Content Supply Agreement between us prior to such termination. Clauses 2, 4, 5, 8 and 12 of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which will in any manner affects or limits the performance event survive termination of obligations of the Franchisorthis Agreement and continue to apply in full.