Common use of Termination and Default Clause in Contracts

Termination and Default. If any party commits a breach of this Agreement, such breach shall constitute a default under this Agreement and the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this Agreement.

Termination and Default. If any party commits a breach of this Agreement, such breach Tenant shall constitute a default under this Agreement surrender and deliver up the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate Demised Premises at the end of the Cure PeriodSub-Lease term, or any extensions thereto, in as good order and condition as at the Commencement Date or may be put by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail to pay when due any installment of any rental or other sums of money payable to Landlord (time being of the essence and no notice of default being required) or in the event Tenant shall breach or fail to comply with any other provision, covenant, condition or undertaking of this Sub-Lease on its part to be performed, and such default shall continue without correction for a period of 10 days after written notice thereof is given to Tenant by Landlord (time being of the essence), or if Tenant vacates or abandons the Demised Premises, or if Tenant fails to continuously occupy and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence of all such conditions) to enter and take immediate and exclusive possession of the Demised Premises and all fixtures therein, with or without force of legal process, and without notice or demand, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend terminate and cancel this Sub-Lease effective upon written notice to Tenant, whereupon any and all covenants, conditions and obligations of Landlord under this Sub-Lease will cease and terminate. Tenant agrees that notwithstanding the Cure Period for an additional thirty (30) days (hereinafter referred to occurrence of any such event giving Landlord the right of re-entry as aforesaid, and whether or not Landlord has re-entered the “Extension Period”) after Demised Premises or gained possession thereof, and whether or not Landlord has relet the expiration of the Cure Period. If said breach is not cured during the Extension PeriodDemised Premises in whole or in part, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition Landlord will not be required deemed to offer have accepted the surrender of the Demised Premises or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) Sub-Lease and Tenant will immediately pay to Landlord in one lump sum all rents reserved to Landlord for the entire remaining Sub-Lease term and Tenant will also remain liable for the performance of all other covenants, conditions or undertakings of Tenant and the payment of all other sums during the full period which otherwise would affect have constituted the health, safety and welfare term of the persons served by the Coalition; (b) would place the Coalition in violation Sub-Lease, including damages for failure to perform any of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from for any loss of rents or damages which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated Landlord in this paragraph being individually to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and collectively known as a “Material Breach”)cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to best terms fairly obtainable at the Vendor and Fiscal Sponsor. A Material Breach would includetime of such reletting, but not be limited to the failure to comply consistent with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion character of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicableDemised Premises, and the Coalition does not desire obligation of Tenant for damages hereunder will be mitigated thereby to terminate the Agreementextent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any Demised Premises and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this Agreementreasonable attorneys' fees.

Termination and Default. If any party commits a breach member of the Crown Group breaches this Agreement or any warranty, representation or covenant contained in this Agreement, Cott may notify Crown in writing outlining the details of such breach. A failure by Cott to notify Crown is not a waiver by Cott of any such breach shall constitute or of any rights and remedies available to Cott as a default under this Agreement and result of such breach. If the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured not remedied by Crown Group within thirty (30) days of receipt of said written notice from the non-breaching party. In date of written notification to remedy the event breach, or, if the breach is the type that must cannot reasonably be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected remedied within thirty (30) days or days, if substantial steps to commence a cure are not initiated within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Periodperiod, then the Agreement shall terminate after the expiration Cott may, in addition to all of the Extension Period. Notwithstanding the foregoingits other rights or remedies, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours by providing written notice notification thereof to the Vendor and Fiscal SponsorCrown. A Material Breach would includeIn addition, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement may be terminated by either party upon the occurrence and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option continuance of entering an Extension Period shall be at the sole discretion any of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Periodfollowing, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees such termination to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation effective immediately upon delivery of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party: (a) If a petition in bankruptcy or under a similar applicable law shall be filed by or consented to by the other party, or if the other party makes a proposal to its creditors or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for its business or assets or makes an assignment for the benefit of its creditors; *** Indicates a portion of the exhibit has been omitted based on a request for confidential treatment submitted to the Securities and Exchange Commission. Notice The omitted portions have been filed separately with the Commission. (b) If the other party becomes insolvent or ceases to carry on business, or takes action to liquidate assets, or stops making payments in the usual course of termination business; (c) If a petition in bankruptcy or under a similar law shall be filed against the other party and shall remain undismissed or unstayed for a period of thirty (30) days; or (d) If the other party’s business or assets shall be placed in the hands of a trustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if an order shall be made or resolution passed for the winding-up or the liquidation of the other party or if the other party adopts or takes any corporate proceedings for its dissolution or liquidation (other than as part of a bona fide corporate reorganization). Time is of the essence in the cure of any default under this Section. If this Agreement terminates for any reason, Cott shall be purchase under the terms hereof, any existing inventory of finished Products produced by Suppliers in the manner as set forth in Section 18 (Notice) of this Agreementaccordance with mutually agreed inventory requirements, and color tabs and ends, for their entire order quantity if any such order is for non-stock items.

Termination and Default. (a) If Purchaser breaches or fails to perform any party commits a breach provision of this AgreementContract, such breach or failure shall constitute be an event of default (each a default “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Agreement Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-breaching terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may give be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the breaching ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition request will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third the other party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated for liquidated damages in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice an amount equal to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to sum of: (i) three times the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion amount of the Coalition▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor This Section 2.5(d) shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of survive the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered this Contract. (e) Notwithstanding anything contained in this Contract to the Coalition contrary, it is understood and OEL upon expirationagreed that Seller shall not be responsible or liable to Purchaser for any costs, termination expenses or cancellation damages suffered or incurred by Purchaser as a result of the Agreement at no cost (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the Coalition occurrence of an event of Force Majeure, including any costs and OELexpenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This termination and default section of the Agreement Section 2.5 (e) shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this AgreementContract.

Termination and Default. This Agreement may be terminated in accordance with any of the mechanisms listed below: (a) Mutual written agreement to terminate between the BEDC and JVEP; (b) If JVEP files any false documentation concerning the application or receipt of Grant funds, the BEDC may unilaterally terminate this Agreement upon written notice to JVEP; (c) If either party commits a breach of defaults or breaches this Agreement, such breach shall constitute a default under this Agreement and the non-defaulting/non- breaching party may give the breaching party written notice describing such breach and stating that unilaterally terminate this Agreement will terminate unless such if the default or breach is not cured within thirty (30) days of receipt the delivery of said written notice from the non- defaulting/non-breaching party. In . (d) If any taxes, fees, impositions, or charges owed to the event BEDC, the breach City, or the State of Texas by JVEP become delinquent and are not paid within thirty (30) days of the delivery of written notice by the BEDC or the City (provided, however, that such taxes, fees, or charges shall not be considered delinquent for purposes of this section until any proper and timely protest or contest of such taxes, fees, or charges has become final), the BEDC may unilaterally terminate this Agreement upon written notice to JVEP. (e) The BEDC may terminate this Agreement upon written notice to JVEP if the Improvements constructed by JVEP fail to comply with appropriate City codes and ordinances at any stage of construction. (f) If any tenants of the Centre are operating illegally according to state or federal law or City ordinances, the BEDC may unilaterally terminate this Agreement upon written notice to JVEP. (g) If JVEP suffers an Event of Bankruptcy or Insolvency, the BEDC may unilaterally terminate this Agreement in compliance with applicable law governing the proceeding. (h) If any subsequent federal or state legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid or illegal, this Agreement shall automatically terminate without further action of the Parties. (i) If insufficient funding is available in any future year to provide the type that must be cured immediately or within a time period Grant contemplated herein, the BEDC shall give JVEP not less than thirty (30) days days’ notice of its intent to terminate prior to termination. (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under j) If JVEP breaches any other material provisions of this Agreement shall include, but not limited and fails to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If cure such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that delivery of written notice of such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition BEDC may unilaterally terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this AgreementJVEP.

Termination and Default. If a) PENNDOT may terminate this Agreement for any party commits a breach reason by giving the APPLICANT ninety (90) days written notice. Partial or complete forfeiture of the bond may be required in order for PENNDOT to continue maintaining the affected area for what would have been the remaining duration of this Agreement. b) Neglect or failure of the APPLICANT to comply with any of the terms, conditions, or provisions of this Agreement, including misrepresentation of fact, shall be an event of default, unless such breach failure or misrepresentation are the result of natural disasters, strikes, lockouts, acts of public enemies, insurrections, riots, epidemics, civil disturbances, explosions, orders of any kind of governments of the United States or Commonwealth of Pennsylvania or any of their departments or political subdivisions, or any other cause not reasonably within the APPLICANT’s control. The APPLICANT, however, shall constitute remedy as soon as possible each cause preventing its compliance with this Agreement. c) If notified by PENNDOT in writing that it is in violation of any of the terms, conditions, or provisions of this Agreement, and a default under this Agreement and the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”)has occurred, the breaching party APPLICANT shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within have thirty (30) days or within a time negotiated with PENNDOT from the Expedited Period after notice has been given by date of such notification to remedy the non-breaching party (“Cure Period”), this Agreement shall terminate at causes preventing its compliance and curing the end default situation. Expiration of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred or negotiated time and failure by the APPLICANT to as remedy the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement default shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach result in termination of this Agreement that (aby PENNDOT. d) would affect the healthUpon a termination of this Agreement by PENNDOT, safety and welfare PENNDOT shall conduct an inspection of the persons served by work site to determine whether or not the Coalition; (b) would place the Coalition in violation Scope of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable Work has been completed to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled degree acceptable to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated hereinPENNDOT. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has Work is not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms to a degree and conditions of this Agreement (including condition acceptable to PENNDOT, then PENNDOT may take any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees measures necessary to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth Work. The APPLICANT shall be held responsible for full restitution of all expenses incurred in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from completing the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this AgreementWork.

Termination and Default. If any party commits a breach member of the Crown Group breaches this Agreement or any warranty, representation or covenant contained in this Agreement, Cott may notify Crown in writing outlining the details of such breach. A failure by Cott to notify Crown is not a waiver by Cott of any such breach shall constitute or of any rights and remedies available to Cott as a default under this Agreement and the non-breaching party may give the breaching party written notice describing result of such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching partybreach. In the event If the breach is not remedied by Crown Group within [***] days from the type that must date of written notification to remedy the breach, or, if the breach cannot reasonably be cured immediately remedied within [***] days, if substantial steps to commence a cure are not initiated within such [***] day period, then Cott may, in addition to all of its other rights or within a time period less than thirty (30) days (“Expedited Period”)remedies, the breaching party shall cure said breach within said time period. A breach under terminate this Agreement shall include, but not limited by providing written notification thereof to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”)Crown. In addition, this Agreement shall terminate at may be terminated by either party upon the end occurrence and continuance of any of the Cure Period. In the event that following, such breach concerns or relates termination to performance and/or be effective immediately upon delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party: (a) If a petition in bankruptcy or under a similar applicable law shall be filed by or consented to by the other party, or if the other party makes a proposal to its creditors or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for its business or assets or makes an assignment for the benefit of its creditors; (b) If the other party becomes insolvent or ceases to carry on business, or takes action to liquidate assets, or stops making payments in the usual course of business; (c) If a petition in bankruptcy or under a similar law shall be filed against the other party and shall remain undismissed or unstayed for a period of thirty (30) days; or (d) If the other party’s business or assets shall be placed in the hands of a trustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if an order shall be made or resolution passed for the winding-up or the liquidation of the other party or if the other party adopts or takes any corporate proceedings for its dissolution or liquidation (other than as part of a bona fide corporate reorganization). Notice of termination of If this Agreement terminates for any reason, Cott shall be purchase under the terms hereof, any existing inventory of finished Products produced by Suppliers in the manner as set forth in Section 18 (Notice) of this Agreementaccordance with mutually agreed inventory requirements, and color tabs and ends, for their entire order quantity if any such order is for non-stock items.

Termination and Default. If the Supplier breaches this Agreement or any party commits a breach of warranty, representation or covenant contained in this Agreement, Buyer may notify the Supplier in writing outlining the details of such breach. A failure by Buyer to notify the Supplier is not a waiver by Buyer of any such breach shall constitute or of any rights and remedies available to Buyer as a default under result of such breach, except for the right to terminate this Agreement and Agreement. If the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured not remedied by Supplier within thirty (30) days of receipt of said written notice from the non-breaching party. In date of written notification to remedy the event breach, or, if the breach is the type that must cannot reasonably be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected remedied within thirty (30) days or days, if substantial steps to commence a cure are not initiated within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Periodperiod, then the Agreement shall terminate after the expiration Buyer may, in addition to all of the Extension Period. Notwithstanding the foregoingits other rights or remedies, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of whether under this Agreement that (a) would affect the healthor in law or in equity, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours by providing written notice notification thereof to the Vendor and Fiscal SponsorSupplier. A Material Breach would includeIn addition, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement may be terminated by either party upon the occurrence and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option continuance of entering an Extension Period shall be at the sole discretion any of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Periodfollowing, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees such termination to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation effective immediately upon delivery of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement : (a) If a petition in bankruptcy or under a similar applicable law shall be filed by or consented to by the other party, or if the other party makes a proposal to its creditors or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for its business or assets or makes an assignment for the benefit of its creditors; (b) If the other party becomes insolvent or ceases to carry on business, or takes action to liquidate assets, or stops making payments in the manner usual course of business; (c) If a petition in bankruptcy or under a similar law shall be filed against the other party and shall remain undismissed or unstayed for a period of thirty (30) days; or (d) If the other party's business or assets shall be placed in the hands of a trustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if an order shall be made or resolution passed for the winding-up or the liquidation of the other party or if the other party adopts or takes any corporate proceedings for its dissolution or liquidation (other than as set forth in Section 18 (Notice) part of this Agreementa bona fide corporate reorganization).

Termination and Default. If This Agreement may, subject always to Clause 10.4 hereunder: be terminated prior to the First Closing Date upon the mutual written agreement of the Parties or pursuant to Clauses 5.3; or be terminated at the option of the Investor, if any party commits a breach Promoter or the Company have breached any material Warranties or any other covenant or obligation or agreement of the Promoter or the Company contained in this Agreement, such breach shall constitute a default under this Agreement and the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will cannot be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense 30 (thirty) days after being notified in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach writing of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor same in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto)Clause 14. However, the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in by one Investor will not affect the following: create an event rights and obligations of the non-terminating Investor; or occurrence in which be terminated at the Coalition would be in violation option of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising Company if the Series A Subscription Amount is not received by the Company within 10 (ten) days from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance issue of the Scope of Services contributes First Closing CP Confirmation Certificate], for any reason whatsoever. Notwithstanding anything contained in Clause 10.1 herein above, the Investor shall be entitled to all the rights and remedies which are available under Law, equity or directly causes a recipient of otherwise, including such other rights and remedies as may be mutually agreed between the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers Parties in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federalThe rights specified in this Clause 10 shall be in addition to and not in substitution for any other remedies, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition including a Claim for damages that may terminate this Agreement upon no less than twenty-four (24) hours written notice be available to the VendorInvestor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of The termination of this Agreement shall be in without prejudice to any Claim or rights of action previously accrued to the manner as set forth in Section 18 Parties hereunder. Notwithstanding the above, Clauses 7 (NoticeRepresentations & Warranties), 9 (Indemnification), 10.1 (Termination), 11. (Specific Performance), 12. (Notices), 13. (Governing Law), 14. (Dispute Resolution), 15. (Expenses), 16. (Confidentiality) and 17 (Miscellaneous) shall survive the expiry or earlier termination of this Agreement. Any provision and obligation of the Parties relating to or governing their acts, which expressly or by its nature survives such termination or expiration, shall be enforceable with full force and effect notwithstanding such termination or expiration, until it is satisfied in full or by its nature expires. SPECIFIC PERFORMANCE The Investor shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Parties from committing any violation or enforce the performance of the covenants, representations and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Investor may have at Law or in equity, including without limitation a right for damages.

Termination and Default. This Agreement is subject to terminate upon any one of the events listed below: (a) Upon mutual written agreement between the BEDC and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (b) If ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ files any false documentation concerning the application or receipt of Grant funds, the BEDC can then unilaterally terminate this Agreement. (c) If either party commits a breach of defaults or breaches this Agreement, such breach shall constitute a default under this Agreement and the non-defaulting/non- breaching party may give the breaching party written notice describing such breach and stating that unilaterally terminate this Agreement will terminate unless such if the default or breach is not cured within thirty (30) days of receipt of said written notice from the non-defaulting/non- breaching party. In . (d) If any taxes, fees, impositions, or charges owed to the event BEDC, the breach City of Benbrook, or the State of Texas by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Texas HomeMasters, LLC, or Restoration Center become delinquent and are not paid within thirty (30) days written notice by the City (provided, however, that such taxes, fees or charges shall not be considered delinquent for purposes of this section until any proper and timely protest or contest of such taxes of fees has become final), the BEDC can then unilaterally terminate this Agreement. (e) The BEDC may terminate this Agreement, if the Improvements, including prior, to during, and after completion, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ fails or Texas HomeMasters, LLC fails to comply with appropriate City codes and ordinances. (f) If any tenants of the Center are operating illegally according to State or City laws, the BEDC can then unilaterally terminate this Agreement. (g) If ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Texas HomeMasters, LLC, or Restoration Center suffer an Event of Bankruptcy or Insolvency, the BEDC can unilaterally terminate this Agreement in compliance with applicable law governing the proceeding. (h) If any subsequent federal or state legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid or illegal, this Agreement is terminated without further action of the type that must be cured immediately or within a time period parties. (i) If insufficient funding is available in any future year to provide the Grant contemplated herein, the BEDC shall give ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ not less than thirty (30) days days’ notice of its intent to terminate prior to termination. (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in wholej) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach any other material provisions of this Agreement that (a) would affect the health, safety and welfare of the persons served are in breach by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”)▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the Coalition may BEDC can unilaterally terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this Agreement.

Termination and Default. If 13.1 Customer's failure to pay to Polygen any party commits license fees when due hereunder, or Customer's failure to adhere to any of the terms and conditions of this Agreement, or Customer's failure to perform any of its obligations hereunder shall constitute a breach of this AgreementAgreement and an event of default hereunder which shall give Polygen the right (in addition to, such breach shall constitute a default and not by way of limitation upon Polygen's rights to obtain any other legal or equitable relief available to Polygen under the circumstances) to terminate this Agreement and the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In in the event the breach is the type that must be cured immediately or within a time period less any such default remains uncured for more than thirty (30) days following receipt of written notice thereof from Polygen. Receipt of any such notice shall be deemed to occur on the next day following the wiring of any such notice, or on the fifth (“Expedited Period”)5th) business day following the mailing of any such notice, to Customer's address set forth in paragraph 19.1 of this Agreement. 13.2 Upon termination of this Agreement, the breaching party shall cure said breach within said time period. A breach license granted to Customer under this Agreement shall includeterminate and Customer shall immediately pay to Polygen any then outstanding license fees or other amounts owed to Polygen, but not limited and Customer shall (a) return to the following: failure Polygen management control by physical delivery each and every item of Polygen Proprietary Information furnished to performCustomer pursuant to, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to providearising out of, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with this Agreement, (b) delete by total erasure or destruction any Polygen Proprietary Information embodied on or in any disk or other form of electronic storage media located upon Customer's premises or under the Scope supervision, control, or custody of Services as set forth in Exhibit A. If such breach is not corrected within thirty Customer, (30c) days or within the Expedited Period after notice warrant to Polygen that no Polygen Proprietary Information has been given retained by the non-breaching party Customer in any form whatsoever, (“Cure Period”d) execute and deliver to Polygen a "Licensee Statement of Return" (Appendix C), this Agreement and (e) take appropriate action by instructions, agreement, or otherwise to ensure that every employee of Customer who shall terminate at have had access to Polygen Proprietary Information during the end course of his or her employment with Customer complies with the substance of the Cure Period. provisions contained in the "Employee Statement of Return" (Appendix D). 13.3 In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach Customer is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be otherwise entitled to coverage, or d) said liability would extend beyond use the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and Software pursuant to Florida more than one valid and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicablesubsisting license agreements with Polygen, and any one or more of such agreements shall remain in effect following the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be with respect to Software running on a CPU identified in the manner as set forth in Section 18 "CPU Identification Schedule" (NoticeAppendix I) or any successor Design Site otherwise permitted under the provisions of paragraph 6.1(a) of this Agreement, then the provisions of paragraph 13.2 above shall only apply and relate to Polygen Proprietary Information furnished to Customer in connection with this Agreement.

Termination and Default. If 10.1 Events of Default by the Supplier Each of the following will constitute an Event of Default by the Supplier (each, a “Supplier Event of Default”): (a) The Supplier fails to make any party commits a breach of payment when due or deliver and/or maintain the Completion and Performance Security as required under this Agreement, if such breach failure is not remedied within ten (10) Business Days after written notice of such failure from the Buyer.‌ (b) The Supplier fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Supplier Event of Default) if such failure is not remedied within fifteen (15) Business Days after written notice of such failure from the Buyer, provided that such cure period shall constitute be extended by a default further fifteen (15) Business Days if the Supplier is diligently remedying such failure and such failure is capable of being cured during such extended cure period.‌ Draft (c) The Supplier fails or ceases to hold a valid licence, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Supplier and is not remedied within thirty (30) Business Days after receipt by the Supplier of written notice of such failure or cessation from the Buyer, provided that such cure period shall be extended by a further thirty (30) Business Days if the Supplier is diligently remedying such failure or cessation and such failure or cessation is capable of being corrected during such extended cure period.‌‌ (d) Any representation made by the Supplier in this Agreement is not true or correct in any material respect when made and is not made true or correct in all material respects within thirty (30) Business Days after receipt by the Supplier of written notice of such fact from the Buyer, provided that such cure period (i) shall be extended for a further period of thirty (30) Business Days and (ii) may be‌ (e) An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Supplier, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless, in the case of the Supplier, there has been a permitted and valid assignment of this Agreement by the Supplier under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the non-breaching party may give Supplier’s obligations under this Agreement.‌ (f) The Supplier amalgamates with, or merges with or into, or transfers the breaching party written notice describing Facility or all or substantially all of its assets to, another Person unless, at the time of such breach amalgamation, merger or transfer, there has been a permitted and stating that valid assignment hereof by the Supplier under this Agreement will terminate unless to the resulting, surviving or transferee Person and such breach Person has assumed all of the Supplier’s obligations under this Agreement.‌ Draft (g) Any receiver, interim receiver, manager, receiver and manager, liquidator, monitor, custodian, sequestrator, or trustee in bankruptcy or other Person with similar powers shall be appointed in respect of the Supplier, or all or any part of the Supplier’s property, or any filing is cured made or proceeding is commenced in respect of the Supplier on application of a creditor or with consent of or by the Supplier seeking the entry of an order for the appointment or relief in respect of any of the foregoing; provided that, with respect to any such involuntary appointment, filing or proceeding, such appointment, filing or proceeding shall not have been revoked, withdrawn or dismissed within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately filing or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A commencement of the Agreement bproceeding or such other time as the Parties may agree to or pursuant to court order.‌‌ (h) failure to provideThe Supplier makes an assignment for the benefit of its creditors, if applicablecommits an act of bankruptcy under any Insolvency Legislation, personnelacknowledges its insolvency or is declared or deemed bankrupt or insolvent under any Insolvency Legislation, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth or makes a voluntary assignment into bankruptcy. Any filing is made or a proceeding is commenced in Exhibit A respect of the Agreement c) failure Supplier seeking any stay of proceedings, declaration of bankruptcy or insolvency, protection from creditors, moratorium, reorganization, arrangement, composition, re-adjustment or any other relief, under any Insolvency Legislation, including any filing of a proposal or notice of intention to comply make a proposal; provided that, with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improperrespect to any such involuntary filing or proceeding, excessivesuch filing or proceeding shall not have been revoked, duplicative, withdrawn or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected dismissed within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns filing or relates to performance and/or delivery commencement of the Scope of Services by the Vendor and/or Fiscal Sponsor and proceeding or such breach is incapable of being cured within the aforementioned thirty (30) day other time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”Parties may agree to or pursuant to court order.‌ (i) Either of the defaults described in Sections 15.6(e)(ii) or 15.6(g)(i) has occurred.‌‌ (j) The Supplier fails to achieve Commercial Operation on or before the Longstop Date pursuant to Section 2.3(f).‌ (k) Commencing after the expiration completion of the Cure Period. If said breach is not cured during third Contract Year, if the Extension Period, then the Agreement shall terminate after the expiration average of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition Monthly Average Offered Quantity for each Settlement Month in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than rolling twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason 24)-month period during the Term by providing no is less than thirty days seventy-five percent (3075%) written notice to of the other partyaverage of the Adjusted Monthly Contract Capacity for such Settlement Months. Notice of termination For the purposes of this Section 10.1(k), the calculation of the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-four (24)-month period will restart at the conclusion of each Settlement Month during the Term commencing after the completion of the third Contract Year.‌ (l) The Supplier has made, or caused or allowed to have been made, a Facility Amendment that has not first been consented to by the Buyer and that has not been removed within ten (10) Business Days after such Facility Amendment occurred.‌ (m) The Supplier assigns this Agreement shall be without first obtaining the consent of the Buyer, if required pursuant to this Agreement.‌ (n) The Supplier undergoes a change in Control without first obtaining the manner as set forth written approval of the Buyer if required pursuant to Sections 16.6 or 16.7.‌ (o) Where the Supplier is an Indigenous Participation Supplier, the default described in Section 18 16.7(b) has occurred. [NTD: Under consideration by the IESO.]‌‌ (Noticep) The default described in Section 2.14(b) has occurred.‌ Draft (q) The Supplier commences activities relating to clearing, grading or material alteration of this Agreement.the Project Site without fulfilling the requirements set out in Section 2.2(e). [NTD: Under consideration by the IESO.]‌‌

Termination and Default. If any party commits a breach 7.1 This Agreement becomes effective as of the date first above written ("Effective Date") and shall continue in force until the earlier of (a) the expiration of 10 years from the Effective Date (or if renewed pursuant to the option in Clause 2.1, the expiration of the extension term), or (b) if terminated earlier pursuant to the terms of this Agreement, Provided That nothing herein shall prejudice any Claims or accrued rights of either Party hereto. 7.2 Upon the failure of either Party hereto to fulfill any of its obligations under this Agreement, the Party aggrieved by such default may give to the other Party written notice of such default, such notice to refer specifically to the aggrieved Party's intention to terminate this Agreement in the event of continued default, and, (a) in relation to a breach shall constitute of any term (other than a Warranty), if after 14 days from the date of such notice the defaulting Party has failed or refused to remedy such default, if capable of being remedied, or (b) has failed or refused to pay compensation satisfactory to the aggrieved Party in the case of a breach of a Warranty or of a default under this Agreement and the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days not capable of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”)being remedied, this Agreement shall terminate at may be terminated forthwith by notice duly given to the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor defaulting Party, and such breach is incapable of being cured within termination shall be without prejudice to any other rights or claims the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall aggrieved Party may have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. defaulting Party. 7.3 If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for expired at any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto)time, the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges Licensee shall continue to have the license and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable right for a claim, suit, action or damages period of 30 days from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the this Agreement and shall return any and all property and materials belonging to complete deliveries in relation to the Coalition and/or its contracted vendors or providers in the possession of the Vendor Business which have been entered into prior to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of expiry (as the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition case may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Noticebe) of this Agreement, after which all rights granted to the Licensee under this Agreement shall cease and the Licensee shall refrain from utilising the Intellectual Property Rights. The Licensee shall either return to the Licensor or destroy all copies and records of the technical information and documentation relating to the Intellectual Property Rights in the custody or control of the Licensee.

Termination and Default. If any party commits The obligations and duties of the Search Consultant set forth in this Contract and the time periods associated therewith are deemed material terms of this Contract and shall be strictly enforced with time being of the essence. The failure of the Consultant to timely fulfill them, except in the case of delay caused by the Board, shall be considered a material breach of this Agreement, such breach shall constitute a default Contract. If either party materially breaches its obligations under this Agreement and Contract, the non-breaching defaulting party may give the breaching party will provide written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty of the deficiency by forwarding a cure notice citing the specific nature of the material breach. The defaulting party shall have ten (3010) days of receipt of said written notice from to cure the breach. If the defaulting party fails to cure the breach within the ten (10) day period, the non-breaching partydefaulting party shall issue a Termination for Cause Default Notice. In Should the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”)non-defaulting party terminate this Contract in accordance with this provision, the breaching non-defaulting party shall cure said breach within said time period. A breach be entitled to all remedies under this Agreement shall includelaw and/or equity including, but not limited to, the right to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provideterminate this Contract and seek damages, if applicableany. For purposes of this Section, personnela “material breach” shall be defined as any substantial, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education unexcused non-performance by failing to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach an act that is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach important part of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction Contract or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, performing an act inconsistent with this Contract or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes Services. As a recipient condition precedent to a party bringing any suit for breach of this Contract, that party must first notify the other party in writing of the Coalition’s services nature of the purported breach and seek in good faith to be at imminent risk resolve the dispute through negotiation. If the parties cannot resolve the dispute through negotiation, they may agree to a mutually acceptable method of harmnon-binding alternative dispute resolution with a qualified third party acceptable to both parties. The Vendor existence of a dispute shall discontinue all work and/or services under not excuse the parties from performance pursuant to this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OELContract. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreementremedy is supplemental to any other remedies available at law. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirectedAdditionally, the Coalition may parties shall have the option to terminate this Agreement the Contract for convenience upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice Such notice must be received at least thirty (30) days prior to the effective date of termination. Earlier termination dates may be established by mutual consent of both parties. In the event that the Board exercises its right to terminate this Agreement Contract for convenience, the Board shall only be in liable for the manner as work actually performed by key personnel of Search Consultant prior to the effective date of the termination at the hourly rates set forth in Section 18 (Notice) Exhibit “B” and reimbursable expenses permitted under this Contract incurred prior to the effective date of this Agreementthe termination. The Search Consultant shall not be entitled under any theory to payment for work not actually performed or lost profits.

Termination and Default. If (a) Each of Seller and Buyer shall be entitled to terminate this Agreement in whole or in part: (i) if either party fails to observe, keep or perform any party commits a breach material term or condition of this Agreement or repeatedly fails to observe, keep or perform any non-material term or condition of this Agreement, which repeated breaches collectively constitute a material breach; (ii) if a voluntary or involuntary petition is commenced by or against either party under any laws relating to bankruptcy, insolvency, reorganization, moratorium and creditors' rights and remedies generally, and such voluntary or involuntary petition is not withdrawn or dismissed, as applicable, within 30 days of filing; or (iii) if a party becomes insolvent because they are unable to pay their debts in the ordinary course of business as they become due, any substantial part of either party's property becomes subject to any levy, seizure, assignment, application or sale for or by any creditor or governmental agency or if a receiver shall be appointed for either party. (b) The party seeking to terminate this Agreement shall give the other party written notice of any of the foregoing claimed to be a basis for termination and the date of termination. The Agreement shall terminate no less than fifteen 15 days after receipt of such notice in the event of the occurrence under Section [9](a)(iii) above. In the event of an occurrence of an event under Section [9](a)(i), a party in breach shall have 30 days to cure, if curable, any such breach. In the event that a party does not cure such breach shall constitute a default under this Agreement and within that cure period, the non-breaching party may give terminate this Agreement immediately upon notice to the breaching party written notice describing such breach party. (c) Any and stating that all provisions of this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately which by their nature or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after terms contemplate survival beyond the expiration of the Cure Period. If said breach is not cured during the Extension Periodthis Agreement or which are reasonably necessary to survive termination in order to achieve their respective fundamental purposes, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoingincluding, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach without limitation, any provisions of this Agreement that (a) would affect relating to and specifically the healthSections entitled Indemnification, safety Limitation of --------------- ------------- Liability, Indemnity for Product Liability, the provision contained in --------- ------------------------------- *** Confidential Information has been omitted and welfare of filed separately with the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) Securities and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition Exchange Commission. Section [3(g)] and Sections [10 through 18] relating to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28miscellaneous matters, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive and continue to bind the expiration or sooner parties following any termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this Agreement.

Termination and Default. If the Supplier breaches this Agreement or any party commits a breach of warranty, representation or covenant contained in this Agreement, Buyer may notify the Supplier in writing outlining the details of such breach. A failure by Buyer to notify the Supplier is not a waiver by Buyer of any such breach shall constitute or of any rights and remedies available to Buyer as a default under result of such breach, except for the right to terminate this Agreement and Agreement. If the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured not remedied by Supplier within thirty (30) days of receipt of said written notice from the non-breaching party. In date of written notification to remedy the event breach, or, if the breach is the type that must cannot reasonably be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected remedied within thirty (30) days or days, if substantial steps to commence a cure are not initiated within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Periodperiod, then the Agreement shall terminate after the expiration Buyer may, in addition to all of the Extension Period. Notwithstanding the foregoingits other rights or remedies, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of whether under this Agreement that (a) would affect the healthor in law or in equity, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours by providing written notice notification thereof to the Vendor and Fiscal SponsorSupplier. A Material Breach would includeIn addition, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement may be terminated by either party upon the occurrence and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option continuance of entering an Extension Period shall be at the sole discretion any of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Periodfollowing, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees such termination to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation effective immediately upon delivery of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement : (a) If a petition in bankruptcy or under a similar applicable law shall be filed by or consented to by the other party, or if the other party makes a proposal to its creditors or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for its business or assets or makes an assignment for the benefit of its creditors; (b) If the other party becomes insolvent or ceases to carry on business, or takes action to liquidate assets, or stops making payments in the manner usual course of business; (c) If a petition in bankruptcy or under a similar law shall be filed against the other party and shall remain undismissed or unstayed for a period of thirty (30) days; or (d) If the other party’s business or assets shall be placed in the hands of a trustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if an order shall be made or resolution passed for the winding-up or the liquidation of the other party or if the other party adopts or takes any corporate proceedings for its dissolution or liquidation (other than as set forth in Section 18 (Notice) part of this Agreementa bona fide corporate reorganization).

Termination and Default. If any party commits a breach a. The Company is considered to be in default under this Agreement if the Company fails to fulfill its obligations under Section 3 of this Agreement, such breach shall constitute a excluding obligations under Section 3(c) and 3(g) of this Agreement, which are subject only to the Grant Forfeitures described in Section 5 of this Agreement. The City is considered to be in default under this Agreement and if the non-breaching party may give City fails to fulfill its obligations under Section 4 or Section 5 of this Agreement. If either the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty Company or the City defaults (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited PeriodDefault”), the breaching party defaulting Party shall cure said breach such Default within said time sixty (60) days after the delivery of written notice of such Default from the other Party, or if such failure cannot be cured within such sixty (60) day period in the exercise of all due diligence, then if the defaulting Party commences an attempt to cure within such sixty (60) day period, such longer period as the Party thereafter continues diligently to prosecute the cure of such Default. A breach During any period for cure of such Default granted by this paragraph, the City shall suspend Grant payments that otherwise would be due under this Agreement; provided, if the Company cures such Default, the City shall resume making Grant payments, but any subsequent Grant payment shall be computed exclusive of any Grant payable for a reporting period during which an uncured Default existed under this Agreement. Solely by way of example, if an uncured Company Default existed under this Agreement shall includefrom January 1 through January 31 and the Company cured such Default on February 1, but not limited then any subsequent Grant payment would exclude from the Grant computation any taxes imposed on transactions that occurred during the month of January, reported on returns filed in February. Further, the Company is considered to be in default under this Agreement if the following: failure to perform, deliver and/or provide the Scope of Services (Company is in part or in whole) as set forth in Exhibit A default of the Lease. If the Company is in Default of this Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with because the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth Company is in Exhibit A default of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension PeriodLease, then the Agreement shall terminate after the expiration provisions of the Extension PeriodLease shall control. Notwithstanding Any termination of the foregoingLease, including without limitation a termination pursuant to Lease Section 14(g), shall result in the immediate termination of this Agreement. b. If the Company does not cure a Default in the time period allowed by this Agreement, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the healthCity, safety and welfare by formal action of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in city council adopting a sanction or penalty from a governing agencyresolution, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to as its sole and exclusive remedy under this Agreement for Default, although the Vendor and Fiscal SponsorCity does not thereby waive any remedies granted by the Lease. A Material Breach would include, but If the City does not be limited to cure a Default in the failure to comply with the confidentiality and proprietary information requirements as set forth period specified in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition Company may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this Agreement.

Termination and Default. If any either party commits a believes the other is in default or breach of this Agreementany duty or obligation, the party shall send written notice thereof to the remaining party. The defaulting party shall have ten (10) days after delivery of such breach notice to cure any monetary defaults and shall constitute a default under this Agreement and the have twenty (20) days after delivery of such notice to cure any non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Periodmonetary defaults. Notwithstanding the foregoing, if a non-monetary default, by its nature, cannot reasonably be cured within such 20-day period, such period shall be extended so long as the Coalition will not be required defaulting party is diligently prosecuting such cure to offer completion. If the defaulting party fails to remedy the default within the foregoing cure periods, then the non-defaulting party may immediately terminate the contract upon written notice to the defaulting party and pursue any and all remedies available at law or enter into an Extension Period with in equity. To the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that extent it exercises these rights, Hydro may: (a) would affect the health, safety declare all amounts owing from Buyer immediately due and welfare payable and demand cash payment with respect to all or part of the persons served by the Coalitionany PO; (b) would place exercise any rights or remedies of a secured party under the Coalition Uniform Commercial Code with respect to any of Buyer’s Goods in violation of its possession; and (c) exercise any other remedy at law or equity to which Hydro is entitled under applicable law(slaw. Hydro, in its sole discretion, may immediately terminate any particular PO or contract immediately by written notice to Buyer, without liability or further obligation, if: (a) Buyer breaches its obligations and fails to cure this breach within the time period set forth in this section; (b) Buyer fails or refuses to furnish Hydro with such violation would result in a sanction or penalty from a governing agencyinformation and assurances as Hydro may reasonably request about the Goods, court of competent jurisdiction, or other authority against the Coalitionas well as Buyer’s financial condition; or (c) cause to the Coalition to be liable to extent permitted by law, in the event of (i) Buyer’s insolvency or impairment of Buyer’s financial condition (as determined by Hydro in its reasonable discretion), (ii) the filing of a third party based on voluntary or involuntary petition in bankruptcy by or against Buyer, (iii) the Vendorappointment of a receiver or trustee for all or substantially all of Buyer’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverageassets, or dfor Buyer generally, (iv) said liability would extend beyond Buyer’s execution of an assignment for the sovereign immunity limits benefit of Florida Statute 768.28creditors, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (dv) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the comparable event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period occurring by or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this AgreementBuyer.

Termination and Default. If any Either party commits a may terminate this lease without cause after written notice of such intent at least ninety (90) days in advance. In the event of: (a) the Tenant’s material breach of this Agreementlease agreement, such breach (b) the Tenant’s abandonment of the Premises, (c) the dissolution of the Tenant’s entity or discontinuance by it of activities necessitating the Lease of the Premises, (d) the Tenant’s denial of any right reserved in this agreement to the Landlord, (e) the institution of legal proceedings by or against the Tenant looking to a disposition of the Premises or any part thereof, (f) the use of the Premises by the Tenant or others for commercial or for-profit activities that are inconsistent with the stated mission of the Tenant existing on the date of the first Lease by Tenant of these Premises or (g) the use of the Premises by the Tenant or others for illegal purposes, the Landlord shall constitute a default under have the right to enter and retain possession of the premises by any lawful means and remove the Tenant and its effects by unlawful entry or detainer proceedings provided that the Landlord’s recourse to this Agreement and remedy shall not deprive him/her of any other action or remedy permitted by law. Prior to exercising the non-breaching party may aforesaid rights, Landlord shall give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days days’ notice, written or oral, of receipt an intention to terminate this lease agreement to the Tenant. Landlord’s acceptance of said written notice from the Rent payments or conduct not in compliance with Tenant’s obligations under this lease agreement or waiver of a breach by Tenant shall not be interpreted as a waiver of any subsequent breach or non-breaching party. In compliance, and this lease agreement shall continue in full force and effect. (1) For all installments of Rent and other charges that are past due and for the event remainder of the breach is Term which shall immediately become due and payable; (2) For any court costs incurred by the type that must be cured immediately Landlord for possession of the Premises or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach for collection of unpaid Rent or other charges under this Agreement shall includelease agreement; and, but not limited (3) For reasonable attorney’s fees incurred by the Landlord to obtain possession of the following: failure to perform, deliver and/or provide the Scope of Services (in part Premises or in whole) as set forth in Exhibit A the collection of the Agreement b) failure to provideRent, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdictiondamages, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this Agreementcharges.

Termination and Default. If 17.1 Both Parties have the right, by written notice to the other Party to terminate all or any party commits part of this Agreement as considered necessary for any or all of the following reasons: (a) subject to clause 17.2 in the event of a breach material default by either Party; (b) in the event of the other Party suffering an Insolvency Event. 17.2 In the event of material default on the part of either Party, and before the issue of a notice of termination of this Agreement, such breach shall constitute a default under this Agreement and the non-breaching party may defaulting Party will give notice of default giving details of such default. The defaulting Party must as soon as possible remedy such default at its own cost. If the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of defaulting Party upon receipt of said written such notice from does not commence and thereafter continuously proceed with satisfactory action to remedy such default (or where the default is not capable of being remedied) then the non-breaching partydefaulting Party may: (a) issue a notice of termination in accordance with the provisions of clause 17.1; or (b) specifically in the event of material default by Allseas perform or cause to be performed by a third party Allseas’s obligation in default and all costs will be recoverable from Allseas from any sums of money due or that may become due to Allseas under this Agreement. With the exception of (i) indemnity obligations under this Agreement, and (ii) the recovery from Allseas of any sums paid under this Agreement, DeepGreen shall not otherwise be entitled to recover any other costs or damages from Allseas in respect of termination of this Agreement whether under contract, tort or otherwise at law. 17.3 In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach termination of this Agreement that in accordance with clause 17.1 as a result of default by Allseas, the following conditions apply: (a) would affect the health, safety and welfare Allseas ceases to be entitled to receive any monies on account of this Agreement; except as set out in Annex 2: Success Fee for that part of the persons served by PMTS completed in accordance with this Agreement up to the Coalitiondate of termination; and (b) would place the Coalition in violation any additional costs reasonably incurred by DeepGreen as a direct result of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, Allseas’s default or other authority against the Coalition; or (c) cause the Coalition events giving rise to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, termination are recoverable from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, Allseas but not be always limited to deductions from the failure to comply with the confidentiality Success Fee (both shares and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48cash components) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor due in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event of any dispute on valuation of the federalDeepGreen shares, state, and/or local funds upon which the Parties will arrange an independent valuation. 17.4 Termination of this Agreement is dependent are withdrawn (whether under this clause 17 or redirectedany other provision of this Agreement) will be without prejudice to any rights or remedies that may have accrued to either Party prior to such termination. 17.5 The Parties acknowledge that in the Strategic Alliance Agreement a mutual agreement was reached providing that DeepGreen shall source an initial Pilot Mining Test System from Allseas. In the event of termination pursuant to this clause 17, DeepGreen shall no longer have any obligation to source a PMTS from Allseas and shall be free to negotiate with third party providers for such a system. 17.6 Notwithstanding any other provision of this agreement, in the Coalition may terminate event of a termination by DeepGreen as a result of a material default by Allseas , or if Allseas terminates this Agreement upon agreement before Successful Completion for any reason other than a material default by DeepGreen, or either of DeepGreen or DeepGreen Metals suffering an Insolvency Event, Allseas shall, at its sole election: (a) acquire an additional [***] shares in DeepGreen for a consideration of US$[***]; or (b) sell no less than twenty-four (24) hours written notice [***] shares in DeepGreen to DeepGreen for US$[***] in total consideration. 18 ENVIRONMENT, HEALTH AND SAFETY 18.1 Allseas must deliver the PMTS in a manner that gives priority to safety in order to protect life, health, property and environment. Allseas is at all times responsible for the management and control of health, safety, security and environmental issues related to the Vendor. Notwithstanding delivery, commissioning, testing and operation of the foregoingPMTS and must protect the environment, either party health and safety of the personnel and the property of Allseas, of its Subcontractors, and DeepGreen Group. 18.2 Allseas acknowledges and accepts that the ISA, and DeepGreen and Allseas health, safety, environment and quality policies and requirements and local applicable law may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice apply to the development and performance of the PMTS; Allseas agrees to strictly observe the applicable standards and to ensure that its personnel are trained to the applicable set of standards. 18.3 Allseas shall take all reasonable steps to protect the environment (both on and off its work site and the test site) and to limit damage and nuisance to people and property resulting from pollution, noise and other partyresults of its operations to a level as low as reasonably practical. Notice Allseas shall ensure that it prevents unacceptable emissions, discharges and effluent from its activities. 18.4 Allseas shall provide monthly environmental, health and safety information associated with the performance of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this AgreementPMTS.

Termination and Default. If 10.1 Events of Default by the Supplier Draft Each of the following will constitute an Event of Default by the Supplier (each, a “Supplier Event of Default”):‌ (a) The Supplier fails to make any party commits a breach of payment when due or deliver and/or maintain the Completion and Performance Security as required under this Agreement, if such failure is not remedied within ten (10) Business Days after written notice of such failure from the Buyer.‌ (b) The Supplier fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Supplier Event of Default) if such failure is not remedied within fifteen (15) Business Days after written notice of such failure from the Buyer, provided that such cure period shall be extended by a further fifteen (15) Business Days if the Supplier is diligently‌ (c) The Supplier fails or ceases to hold a valid licence, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Supplier and is not remedied within thirty (30) Business Days after receipt by the Supplier of written notice of such failure or cessation from the Buyer, provided that such cure period shall be extended by a further thirty (30) Business Days if the Supplier is diligently remedying such failure or cessation and such failure or cessation is capable of being corrected during such extended cure period.‌ (d) Any representation made by the Supplier in this Agreement is not true or correct in any material respect when made and is not made true or correct in all material respects within thirty (30) Business Days after receipt by the Supplier of written notice of such fact from the Buyer, provided that such cure period (i) shall be extended for a further period of thirty (30) Business Days and (ii) may be extended by such further period of time as the Buyer in its sole and absolute discretion determines is reasonable, if, in each case, the Supplier is diligently correcting such breach shall constitute and such breach is capable of being corrected during such extended cure period.‌ (e) An effective resolution is passed or documents are filed in an office of public record in respect of, or a default judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Supplier, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless, in the case of the Supplier, there has been a permitted and valid assignment of this Agreement by the Supplier under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the non-breaching party may give Supplier’s obligations under this Agreement.‌ Draft (f) The Supplier amalgamates with, or merges with or into, or transfers the breaching party written notice describing Facility or all or substantially all of its assets to, another Person unless, at the time of such breach amalgamation, merger or transfer, there has been a permitted and stating that valid assignment hereof by the Supplier under this Agreement will terminate unless to the resulting, surviving or transferee Person and such breach Person has assumed all of the Supplier’s obligations under this Agreement.‌‌ (g) Any receiver, interim receiver, manager, receiver and manager, liquidator, monitor, custodian, sequestrator, or trustee in bankruptcy or other Person with similar powers shall be appointed in respect of the Supplier, or all or any part of the Supplier’s property, or any filing is cured made or proceeding is commenced in respect of the Supplier on application of a creditor or with consent of or by the Supplier seeking the entry of an order for the appointment or relief in respect of any of the foregoing; provided that, with respect to any such involuntary‌ (h) The Supplier makes an assignment for the benefit of its creditors, commits an act of bankruptcy under any Insolvency Legislation, acknowledges its insolvency or is declared or deemed bankrupt or insolvent under any Insolvency Legislation, or makes a voluntary assignment into bankruptcy. Any filing is made or a proceeding is commenced in respect of the Supplier seeking any stay of proceedings, declaration of bankruptcy or insolvency, protection from creditors, moratorium, reorganization, arrangement, composition, re-adjustment or any other relief, under any Insolvency Legislation, including any filing of a proposal or notice of intention to make a proposal; provided that, with respect to any such involuntary filing or proceeding, such filing or proceeding shall not have been revoked, withdrawn or dismissed within thirty (30) days of receipt the filing or commencement of said written notice from the nonproceeding or such other time as the Parties may agree to or pursuant to court order.‌ (i) Either of the defaults described in Sections 15.6(e)(ii) or 15.6(g)(i) has occurred.‌‌ (j) The Supplier fails to achieve Commercial Operation prior to the Longstop Date pursuant to Section 2.3(f).‌ (k) Commencing after the completion of the secondthird Contract Year, if the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-breaching party. In four (24)-month period during the event the breach Term is the type that must be cured immediately or within a time period less than thirty seventy-five percent (3075%) days (“Expedited Period”of the average of the Adjusted Monthly Contract Capacity for such Settlement Months. For the purposes of this Section 10.1(k), the breaching party shall cure said breach calculation of the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-four (24)-month period Season will restart at the conclusion of each Settlement Month during the Term.‌‌‌ Draft (l) The Supplier has made, or caused or allowed to have been made, a Facility Amendment that has not first been consented to by the Buyer and that has not been removed within said time period. A breach under ten (10) Business Days after such Facility Amendment occurred.‌‌ (m) The Supplier assigns this Agreement shall includewithout first obtaining the consent of the Buyer, but not limited if required pursuant to this Agreement.‌ (n) The Supplier undergoes a change in Control without first obtaining the written approval of the Buyer if required pursuant to Sections 16.6 or 16.7.‌ (o) Where the Supplier is an Indigenous Participation Supplier, the default described in Section 16.7(b) has occurred.‌ (p) The default described in Section 2.14(b) has occurred.‌ 10.2 Remedies of the Buyer‌‌‌‌‌‌ (a) If any Supplier Event of Default (other than a Supplier Event of Default referred to in Sections 10.1(e), 10.1(g) and 10.1(h)) occurs and is continuing, upon written notice to the following: failure Supplier, the Buyer may, subject to performArticle 12, deliver and/or provide the Scope of Services terminate this Agreement.‌ (in part or in whole) as set forth in Exhibit A of the Agreement b) failure If a Supplier Event of Default (other than a Supplier Event of Default referred to providein Section 10.1(p)) occurs and is continuing, the Buyer may, in addition to the remedies set out in Section 10.2(a):‌ (i) set off any payments due to the Supplier against any amounts payable by the Supplier to the Buyer including, at the Buyer’s option, the amount of any Completion and Performance Security provided to the Buyer pursuant to Article 6; and‌ (ii) draw on the Completion and Performance Security, or any part thereof and, if applicablethe remedy in Section 10.2(a) has not been exercised, personnel, contractors, and/or agents require the Supplier to replace such drawn security with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement new security.‌ (c) failure Notwithstanding Sections 10.2(a), and 10.2(b), upon the occurrence of a Supplier Event of Default referred to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or dSections 10.1(e), 10.1(g) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”10.1(h), this Agreement shall automatically terminate at without notice, act or formality, effective immediately before the end occurrence of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery Supplier Event of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal SponsorDefault, in which case, for certainty, the Coalition Secured Lender shall have option the rights available to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or it under Section 12.2(g).‌ (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), If the Coalition may terminate Buyer terminates this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period Section 10.2(a) or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated pursuant to Section 10.2(c),‌‌ Draft (i) if the Termination Date precedes the Commercial Operation Date, the Buyer shall have the option, exercisablemay, in theits sole and absolute discretion of, require the Supplier to pay to the Buyer, as liquidated damages and not as a penalty, a sum equal to the Dollar amount of all Completion and Performance Security required to be provided by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement Supplier as of the date Termination Date), and the Buyer shall be entitled to pursue a Claim for damages with respect to the amount of termination any portion of the Agreement Completion and shall return any and all property and materials belonging Performance Security that the Supplier was required to provide to the Coalition and/or its contracted vendors or providers in the possession Buyer as of the Vendor Termination Date pursuant to Section 6.1 and, in such circumstances, notwithstanding Section 10.5, the Coalition Buyer’s remedies against the Supplier in good condition upon the effective date respect of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be limited to the amount of liquidated damages payable by the Supplier pursuant to this Section 10.2(d)(i); and‌‌‌‌‌‌‌‌‌‌ (ii) if the Termination Date is on or after the Commercial Operation Date the Buyer shall have the option, exercisable in the manner as set forth in Section 18 sole and absolute discretion of the Buyer, to retain all Completion and Performance Security provided‌‌‌‌ (Noticee) Termination shall not relieve the Supplier or the Buyer of their respective responsibilities relating to the availability of the Contract Capacity, or amounts payable under this Agreement, up to and including the Termination Date. The Buyer shall be responsible only for the payment of amounts accruing under this Agreement up to and including the Termination Date. In addition to its other rights of set off available to it pursuant to this Agreement and at law, the Buyer may hold back payment or set off its obligation to make such payment against any payments owed to it if the Supplier fails to comply with its obligations on termination.

Termination and Default. If any party commits a In the event of: (a) the Tenant’s material breach of this Agreementlease agreement, such breach shall constitute a default under this Agreement and the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition Tenant’s abandonment of the Premises, (c) the dissolution of the Tenant’s entity or discontinuance by it of activities necessitating the Lease of the Premises, (d) the Tenant’s denial of any right reserved in violation this agreement to the Landlord, (e) the institution of applicable law(slegal proceedings by or against the Tenant looking to a disposition of the Premises or any part thereof, (f) the use of the Premises by the Tenant or others for commercial or for-profit activities that are inconsistent with the stated mission of the Tenant existing on the date of the first Lease by Tenant of these Premises or (g) the use of the Premises by the Tenant or others for illegal purposes, the Landlord shall have the right to enter and such violation would result retain possession of the premises by any lawful means and remove the Tenant and its effects by unlawful entry or detainer proceedings provided that the Landlord’s recourse to this remedy shall not deprive him/her of any other action or remedy permitted by law. Prior to exercising the aforesaid rights, Landlord shall give ninety (90) days’ notice, written or oral, of an intention to terminate this lease agreement to the Tenant. If the Landlord should determine that any part of the space being leased becomes needed for purposes of County operations (180) day written notice shall be given to terminate the Lease. Landlord’s acceptance of Rent payments or conduct not in compliance with Tenant’s obligations under this lease agreement or waiver of a sanction breach by Tenant shall not be interpreted as a waiver of any subsequent breach or penalty from a governing agencynon-compliance, and this lease agreement shall continue in full force and effect. (1) For all installments of Rent and other charges that are past due and for the remainder of the Term which shall immediately become due and payable; (2) For any court costs incurred by the Landlord for possession of competent jurisdictionthe Premises or for collection of unpaid Rent or other charges under this lease agreement; and, (3) For reasonable attorney’s fees incurred by the Landlord to obtain possession of the Premises or in the collection of Rent, damages, or other authority against the Coalition; or (c) cause the Coalition to be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this paragraph being individually and collectively known as a “Material Breach”), the Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure a Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. In the event the Material Breach as stated herein is not cured within the Cure Period, Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as it pertains to the Vendor’s or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this Agreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to the Coalition and OEL upon expiration, termination or cancellation of the Agreement at no cost to the Coalition and OEL. This termination and default section of the Agreement shall survive the expiration or sooner termination of this Agreement. In the event the federal, state, and/or local funds upon which this Agreement is dependent are withdrawn or redirected, the Coalition may terminate this Agreement upon no less than twenty-four (24) hours written notice to the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to the other party. Notice of termination of this Agreement shall be in the manner as set forth in Section 18 (Notice) of this Agreementcharges.