In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
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Question: Exhibit 99.1 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CHANNEL PARTNER RESELLER AGREEMENT THIS CHANNEL PARTNER RESELLER AGREEMENT (Agreement) is entered into and agreed upon as of the Effective Date by and between IPASS INC., having a principal place of business at 3800 Bridge Parkway, Redwood Shores, CA 94065 (iPass), and Pareteum Corporation, having a principal business address at 100 Park Avenue, Suite 1600, New York City, New York 10017 (Channel Partner). Capitalized terms used in this Agreement shall be defined as set forth herein. This Agreement is comprised of the Terms and Conditions together with all Exhibits attached hereto. The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing this Agreement and that they have read and agree to adhere to the Terms and Conditions as well as the exhibits attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Channel Partner: iPass Inc.: By: /s/ Victor A. Bozzo By: /s/ Christine Gardner Victor A. Bozzo Christine Gardner Printed Name Printed Name Chief Executive Officer VP Finance Title Title 4/24/2018 04/25/2018 Date Date

Source: IPASS INC, 8-K, 12/3/2018

TERMS AND CONDITIONS 1. APPOINTMENT OF CHANNEL PARTNER 1.1 General. iPass will make the Service available to Channel Partner in exchange for the fees referenced in the Exhibits attached hereto and incorporated herein by reference. Channel Partner may order Services using an iPass approved order form available via the iPass Portal. Each order form must reference this Agreement and each order form shall merge and incorporate the terms herein. Each order form is a separate and distinct contractual obligation. 1.2 Grant of Authority. iPass grants to Channel Partner a nonexclusive, terminable right to: (i) access and otherwise use the Licensed Software, and iPass Marks as provided in Exhibit F solely in furtherance of this Agreement and not for other internal business purposes, (ii) sell or re-license the Licensed Software, Documentation and Services to Business Entities and End Users, and (iii) install and execute the Server Software on up to three (3) designated servers and one backup server for Channel Partner and for each End User. Channel Partner accepts iPass as the exclusive provider to Channel Partner for all services of the nature of the Services. In no event may Channel Partner resell or otherwise provide the Service to any third party for purposes of further down channel resale of the Services, absent iPass' notice and consent. The license granted under this Section 1.2 does not include a license or other right to use the iPass domain name and does not include the right to use the trademark or trade name of any iPass supplier or partner. 1.3 Software Delivery iPass will provide the Licensed Software to Channel Partner electronically via the iPass Portal, an iPass FTP website or on-line app store. 1.4 Account and Password Information. iPass will assign to Channel Partner a unique password and identification code used to access the Channel Partner section of the iPass Portal. Channel Partner may not transfer or share this account information with any third party. Channel Partner is solely responsible for assigning user names and passwords (Credentials) to End Users so that End Users may access the iPass Portal and for imposing reasonable limitations on the disclosure of such Credentials. 2. CHANNEL PARTNER RESPONSIBILITIES 2.1 General. Channel Partner will use its reasonable endeavours cooperate with iPass and assist with the implementation of this Agreement and performance of the Services. Prior to deployment of the Licensed Software in a production environment, Channel Partner agrees to implement processes that will allow the Licensed Software to successfully report as specified in the Documentation. If Channel Partner fails to implement such processes within a reasonable time following iPass' request, iPass may elect to terminate the Agreement or Channel Partner's use of the Licensed Software upon written notice to Channel Partner. In such an event, Channel Partner shall be responsible for payment of all undisputed amounts due and owing to iPass under the Agreement. In addition, Channel Partner agrees to ensure that prior to deployment of the Licensed Software in a Business Entity production environment, each Business Entity implements processes that will allow the Licensed Software to successfully report as specified in the Documentation. If Channel Partner's Business Entity fails to implement such processes within a reasonable time following iPass' or Channel Partner's request, iPass may elect to terminate the order for such Business Entity upon written notice to Channel Partner. In such an event, Channel Partner shall be responsible for payment of all undisputed amounts due and owing to iPass under the Agreement. 2.2 Acceptable Use Policy. Channel Partner agrees that it will not (and will not permit Business Entities) to use the Service in a manner contrary to the iPass acceptable use policy located at http://www3.ipass.com/wp-content/uploads/2010/01/Acceptable-Use-Policy.pdf/ , and incorporated herein by reference.

Page 2 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

2.3 End User Realms. A realm is used to uniquely identify a user with a specific End User or group. (An example would be example.com). Realms are created by iPass in cooperation with Channel Partner and the relevant End User. Channel Partner does not own or control these realms by virtue of having registered them with iPass or having paid any fees associated with such registration. Upon request by Channel Partner or the End User, iPass may remove a realm from its system or re-assign a realm to another Channel Partner. 2.4 End User Support. Channel Partner will provide technical and End User support in accordance with Exhibit D. 2.5 End User Satisfaction. iPass may, upon reasonable notice to Channel Partner, directly contact End Users for any reason pertaining to such End User's use of the Service, subject to compliance with local privacy law. Should an End User communicate to Channel Partner or to iPass its dissatisfaction regarding the Services or related matters, the notified party shall promptly give notice to the other party, and iPass and Channel Partner shall work together in good faith to resolve the issue to End User's reasonable satisfaction. If in iPass' reasonable determination the issue is not resolved within thirty (30) days after Channel Partner's receipt of notice of End User's dissatisfaction, iPass may, in addition to other remedies available to iPass, revoke Channel Partner's appointment under Section 1.2 wholly or with respect to such End User and may refer such End User to another iPass channel partner or provide services directly to such End User without any liability to Channel Partner. 2.6 End User Agreements. Before making available any Services to an End User, Channel Partner will enter into an End User Agreement that is materially similar to the terms and conditions contained in Exhibit E. Channel Partner will enforce each End User Agreement with at least the same degree of diligence used in enforcing similar agreements pertaining Channel Partner's own services or products but in no event will Channel Partner provide a standard of care in this regard that is less than commercially reasonable. Channel Partner will not waive, amend, or agree to terms that would tend to negate or materially dilute the sample terms provided in Exhibit E. Channel Partner shall promptly notify iPass of any material breach of any End User Agreement and will cooperate with iPass and/or iPass suppliers in any legal action to mitigate iPass' damages in the event of any such breach. iPass may, and may require Channel Partner to suspend or terminate Services to an End User who breaches the terms of an End User Agreement. Upon request, Channel Partner will provide iPass a copy of each End User Agreement entered into by Channel Partner and End Users. A breach by an End User is deemed a breach by Channel Partner. 2.7 TRAINING. iPass may provide training in use of the Services. Such training and the applicable fees are indicated in Exhibit D. 3. SERVICE RATE PLAN 3.1 Fees. Channel Partner is solely responsible for billing End Users, and paying iPass for all usage of the Services. Channel Partner agrees to pay for usage of the Service on a monthly basis in accordance with the pricing set forth in Exhibit C. iPass may change the pricing in Exhibit C upon notice to Channel Partner, such changes to be effective within thirty (30) days after the date of such notice, such changes may include, by way of example only, the application of end of life fees.

Page 3 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

3.2 Payment. All payments hereunder will be in US Dollars and are due and payable within thirty (30) days after the date of invoice. iPass may terminate or modify these payment terms with reasonable notice, when, in its reasonable discretion, iPass believes that its payments may be at risk. All rights of Channel Partner are expressly made conditional upon timely payment, without the right of set off, of all amounts due by Channel Partner under the Agreement. Without limiting iPass' other available rights and remedies, iPass reserves the right to suspend or to terminate any Services ten (10) days after sending written notice of a payment that is thirty (30) or more days past due. iPass may include on an invoice, and Channel Partner agrees to pay for: (i) any Services used within one hundred eighty (180) days before the date of the invoice; and (ii) any corrections to amounts invoiced within one hundred eighty (180) days after the date of the original invoice. If Channel Partner reasonably disputes an invoiced amount, Channel Partner may: (a) withhold such amount from Channel Partner's payment, provided that Channel Partner gives iPass written notice of the dispute and the reason for such dispute within thirty (30) days after the date of invoice, and pays all invoiced amounts not subject to such dispute by the due date; or (b) in the event that the invoiced amount has already been paid in full, submit a claim to iPass within sixty (60) days following the date of the original invoice. The parties will cause their authorized representatives to meet within fifteen (15) days after Channel Partner's notice of dispute to negotiate in good faith to resolve the dispute. If such representatives have not resolved the dispute within fifteen (15) days after their first meeting, the parties will either decide mutually to continue negotiations or, if either party does not desire to continue negotiations, each party may exercise its available remedies with respect to the disputed amounts. To the extent a dispute resolution requires payment of disputed amounts, Channel Partner shall pay such disputed amounts promptly after the dispute is resolved. 3.3 Late Fees. iPass reserves the right to charge interest of one and one-half percent (1.5%) per month compounded for the entire overdue period or the maximum amount allowed by law if fees are not paid by their due date. 3.4 Taxes. Channel Partner will pay all applicable transaction based taxes including but not limited to sales, use, gross receipts, excise, value-added, duties and other taxes and/or surcharges related to purchase of iPass Services and goods. As between iPass and Channel Partner, Channel Partner will be responsible for self-assessing and remitting all transaction based taxes unless otherwise invoiced by iPass. If Channel Partner is required by law in Channel Partner's respective country to withhold taxes on payments made to iPass, then Channel Partner shall gross up such payments by the amount of tax withheld. All prices are exclusive of tax. If required to do so by law, iPass will charge sales or value added tax where registered. Otherwise, Channel Partner is liable to self-assess or reverse charge applicable sales or value added tax. For tangible products shipped overseas iPass will not be importer of record. Channel Partner will provide and make available to iPass any resale certificates and other exemption certificates that are related to the taxes that may be due as a result of this Agreement. Upon receipt of any such resale or exemption certificate, iPass will exempt Channel Partner in accordance with the applicable law, effective on the date iPass receives the certificate(s). 4. BRANDING 4.1 Branding. Subject to the license grant in Section 1.2, Channel Partner agrees to incorporate and display the iPass trademarks and logos set forth in Exhibit F, Exhibit F may be amended from time to time by iPass (iPass Marks), on all Channel Partner web sites mentioning the Service, all help files relating to the Service and all printed collateral referring to the Service. Channel Partner may reproduce and publicly display any iPass web content as provided to Channel Partner by iPass on Channel Partner's web site. Channel Partner will not modify the iPass Web Content without iPass prior written approval. Channel Partner will have at a minimum one (1) web page describing the iPass Services. Channel Partner will follow the iPass Branding usage guidelines which will be provided by iPass on the secure iPass Portal. Use of the iPass Marks is subject to iPass' reasonable review and approval. Channel Partner shall state at the first instance of each use of an iPass Mark that the iPass Mark is iPass' trademark and shall include the symbols TM and ®️ as appropriate. Channel Partner shall not use any trademark, word, symbol, letter, or design in combination with the iPass Marks in a manner that would create a combination mark. Channel Partner shall not attempt to register the iPass Marks or adopt, use or attempt to register any confusingly similar mark or web site domain names.

Page 4 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

4.2 Client Software Branding. Upon request, iPass will provide Channel Partner co-branding space on the Client Software interface in order to display a logo or trademark of Channel Partner or an End User. The placement and size of any Channel Partner mark included on the Client Software interface, if any, will be in iPass' sole discretion. Channel Partner may not remove, modify, or obscure the iPass Mark and iPass branding on the Client Software without the prior consent of iPass. iPass will supply Channel Partner with appropriate graphics for Client Software applications, web promotional banners, and logos for print and web uses. 4.3 Information Updates. Channel Partner agrees to update its information on the iPass Services on its website and in other materials at a minimum of once a quarter to reflect current information on the iPass Services as such information is provided by iPass. 4.4 Publicity and Channel Partner Lists. After the Effective Date and subject to approval from the Channel Partner first, iPass may issue a press release announcing that Channel Partner is a reseller of the iPass Service and announcing the existence of this Agreement. Channel Partner shall mention the iPass name in all press releases related to the Services. Channel Partner consents to (i) the use of its name and logo in iPass' Channel Partner lists, (ii) the use of its name in iPass' quarterly earnings announcement, and (iii) on the iPass website in order to assist potential End Users with locating an authorized iPass reseller. Channel Partners agrees to be a reference for iPass, upon iPass' reasonable request. Channel Partner will not issue any press release or other public communication related to this Agreement or Channel Partner's status as an iPass reseller without prior approval of the content by iPass. Channel Partner shall give iPass a reasonable amount of time to review and approve material distributed publicly. If iPass provides edits to content about iPass products, services, technology or any other content related to the iPass business, Channel Partner will incorporate those changes into the final document. 5. INTELLECTUAL PROPERTY 5.1 Channel Partner acknowledges that all iPass intellectual property referenced herein contains the valuable trade secrets of iPass, and Channel Partner agrees not to cause or permit the reverse engineering, translation, disassembly, or decompilation of the intellectual property, or otherwise to attempt to derive the source code thereof, whether in whole or in part. Channel Partner will not use, reproduce, modify, prepare derivative works of, distribute, sublicense, loan, sell, or otherwise transfer any such iPass intellectual property except as expressly permitted herein. 5.2 As between the parties, iPass and/or its suppliers will retain all title, copyright and other proprietary and intellectual property rights in and to the Service, the Server Software and Licensed Software, and any other technology, services, or materials that iPass may provide to Channel Partner hereunder. All rights in and to the foregoing not expressly granted to Channel Partner in this Agreement are reserved to iPass and its suppliers. In particular, but without limiting the generality of the foregoing, no right to or license in the source code for the Licensed Software or Server Software is granted hereunder. Channel Partner will not obfuscate, alter, or remove any copyright, trademark, or other proprietary notice or legend on or in the Licensed Software or Documentation and will include all such markings in all copies of such materials.

Page 5 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

6. WARRANTY. 6.1 DISCLAIMER OF WARRANTY. iPASS AND ALL iPASS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY,INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NEITHER iPASS NOR ANY iPASS SUPPLIER WILL BE LIABLE FOR ANY THIRD-PARTY NETWORK FAILURE. iPASS AND ITS SUPPLIERS SPECIFICALLY DO NOT WARRANT THAT THE SERVICES WILL MEET CHANNEL PARTNER'S OR END USER REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, AVAILABLE ON A SPECIFIED DATE OR TIME OR WILL HAVE THE CAPACITY TO MEET CHANNEL PARTNER'S OR END USER DEMAND DURING SPECIFIC HOURS. CHANNEL PARTNER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION. 6.2 iPass Warranty of Title. iPass has requisite title, permits, licenses and authority to grant Channel Partner the rights and licenses referenced herein. 6.3 No Pass-Through Warranty. Channel Partner shall make no representations or warranties concerning the Licensed Software or the Services on behalf of iPass or any iPass supplier. 6.4 Channel Partner Warranty. Channel Partner agrees that the quality of its products and services to be provided in connection with any of the iPass Marks will be substantially the same as the quality of such other Channel Partner products and services and shall otherwise comport with industry standards and in the event of breach of this Section 6.4, Channel Partner shall take prompt and urgent actions to remediate the breach. 7. CONFIDENTIAL INFORMATION. 7.1 For purposes of this Section 7, the Disclosing Party shall be the party which discloses Confidential Information and the Receiving Party shall be the party that receives the Confidential Information. The following is not considered Confidential Information: (i) information which the Receiving Party is authorized in writing by the Disclosing Party to use without restriction; (ii) information rightfully in the Receiving Party's possession or known to it without the duty of confidentiality prior to receipt of such information from the Disclosing Party; (iii) information which is rightfully disclosed to the Receiving Party by a third party, having proper possession of such information, without the duty of confidentiality; (iv) information which properly enters the public domain; or (v) information which is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. 7.2 The Receiving Party shall use the Disclosing Party's Confidential Information only for the purpose set forth in the Agreement, and shall cause its Users to keep Confidential Information confidential, sharing it on a need-to-know basis only. The Receiving Party may disclose Confidential Information in connection with a judicial or administrative proceedings to the extent such disclosure is required under law or a court order, provided that the Disclosing Party shall be given prompt written notice of such proceeding. Upon termination of this Agreement or Disclosing Party's request, Receiving Party shall return and at Disclosing Party's option, destroy any and all Confidential Information exchanged under this Agreement. 7.3 In addition to any other remedies, the Disclosing Party shall be entitled to seek equitable relief. 7.4 For Confidential Information pertaining to the Licensed Software, the obligations set forth in this Section 7 are indefinite. For all other Confidential Information, such obligations shall continue for five (5) years from the date of initial disclosure.

Page 6 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

8. INDEMNIFICATION OBLIGATIONS. 8.1 By iPass. iPass agrees to indemnify Channel Partner or, at its option, settle, any third party claims that the Licensed Software or Services provided under this Agreement infringes a copyright, patent, trademark, trade secret or other intellectual property right. If the Licensed Software or Service becomes, or in iPass' opinion is likely to become, the subject of an infringement claim, iPass may, at its option and expense, either: (a) procure for Channel Partner the right to continue using the affected Licensed Software or Service;(b) replace or modify the Licensed Software or Service so that it becomes non-infringing; (c) accept return of the Licensed Software; or (d) terminate the Services. iPass shall have no liability under this Section 8.1 if: (i) the allegation of infringement is a result of a modification of the Licensed Software or Services; (ii) if the Licensed Software or Services is not being used in accordance with the Documentation; (iii) if the Licensed Software is no longer supported by iPass; (iv) if the alleged infringement could be avoided or otherwise eliminated by the use of an published Update; or (v) if the alleged infringement is a result of use of the Licensed Software or Services with any non-iPass supplied third party product or software. This indemnification does not include and/or apply to Internet connectivity or Internet access services. 8.2 By Channel Partner. Channel Partner agrees to indemnify iPass or, at its option, settle, any third party claims against iPass arising from or relating to Channel Partner's: (a) infringement of a copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violation of iPass' acceptable use policy, or (c) a violation of this Agreement. 8.3 Mechanics of Indemnity. The above indemnification obligations are contingent upon: (i) the indemnified party providing prompt written notice to the other party of any such claims and assistance in the defense thereof; (ii) the party indemnifying has sole right to control the defense or settlement of any such claim, provided that the settlement does not require a payment or admission of liability on the part of the indemnified party; and (iii) that indemnified party does not take any actions or refrain from taking actions that hinder the defense or settlement process as reasonably directed by the party indemnifying the other party. 8.4 SECTION 8 STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF THE PARTIES WITH RESPECT TO ANY ACTUAL OR ALLEGED THIRD PARTY CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT. 9. LIMITATIONS OF LIABILITY. 9.1 DIRECT DAMAGES. EACH PARTY'S MAXIMUM LIABILITY FOR DAMAGES CAUSED BY ITS FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT IS LIMITED TO: (A) PROVEN DIRECT DAMAGES FOR CLAIMS ARISING OUT OF PERSONAL INJURY OR DEATH, OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE PARTY'S NEGLIGENT OR WILLFUL MISCONDUCT; AND (B) PROVEN DIRECT DAMAGES FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE LICENSED SOFTWARE OR SERVICES, NOT TO EXCEED AN AMOUNT EQUAL TO THE AMOUNT OF FEES ACTUALLY PAID BY CHANNEL PARTNER TO IPASS DURING THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. ALL CLAIMS AGAINST THE PARTIES WILL BE AGGREGATED TO DETERMINE SATISFACTION OF THIS LIMIT, AND MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. 9.2 CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE LICENSED SOFTWARE, THE SERVICES OR DOCUMENTATION, WHETHER FROM BREACH OF CONTRACT OR WARRANTY, FROM NEGLIGENCE, STRICT LIABILITY OR OTHER CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Page 7 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

9.3 EXCLUSIONS. CHANNEL PARTNER'S PAYMENT OBLIGATIONS, LIABILITY FOR EARLY TERMINATION FEES OR CHARGES, BREACHES OF CONFIDENTIALITY BY EITHER PARTY, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY, AND THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT ARE EXCLUDED FROM THESE LIMITATIONS OF LIABILITY. 10. TERM AND TERMINATION 10.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) full calendar months (Initial Term). The Agreement shall automatically renew for successive one (1) year terms (each a Renewal Term) unless either party provides the other party written notification of its intent to terminate the Agreement no later than sixty (60) days prior to the end of the then applicable term. Except in instances of termination of this Agreement in accordance with Sections 10.2 and 10.3 below, this Agreement shall continue, even if terminated, until the expiration of the last Business Entity Term. 10.2 Termination for Breach. If either party materially breaches this Agreement or terms or conditions within this Agreement, and such breach is not cured within thirty (30) days after written notice is given to the breaching party, then the other party may, by giving written notice to the breaching party, terminate this Agreement as of the end of such thirty (30) day notice period or such later date as is specified in such notice of termination 10.3 Termination in the Event of a Bankruptcy. If a party becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against a party to this Agreement other than for the purposes of solvent reconstruction, the other party shall have the right to terminate this Agreement immediately for cause. 10.4 Economic Hardship. If iPass provides evidence that this Agreement is directly causing material financial losses (Economic Hardship) to iPass, the Parties will work together to address and remedy such Economic Hardship. Should the Parties fail to reach a mutually agreeable solution within thirty (30) days after initial written notice to the Partner, iPass may terminate this agreement with ten (10) business days' written notice. In the event of such termination, Customer will only be liable for costs of current utilized subscriptions up to the time of the termination of the agreement. 10.5 Effects of Termination. Upon termination for reasons other than material breach by iPass, all fees and expenses (including but not limited to any minimum monthly commitments) to be paid by Channel Partner to iPass shall become due and payable immediately. All fees are non- cancellable and non-refundable. Termination of an order shall not terminate any other order or this Agreement absent a proactive termination of this Agreement in accordance with the applicable termination provisions herein. Upon expiration or termination of this Agreement, the order forms and the all licenses granted in the Agreement will immediately terminate, Channel Partner will immediately remove the Licensed Software and Documentation from its servers, return or destroy all Licensed Software and Documentation in its possession, and each party will return or destroy all copies of the other party's Confidential Information. Sections 3.4, 3.6, 6.1, 6.3, 7, 8.2, 8.3, 9, 12 and Exhibit A any terms of an Exhibit that should by its nature survive expiration or termination of this Agreement will survive. 11. PRIVACY 11.1 Any information that iPass collects from End Users, or that is made available by End Users to iPass hereunder, is subject to iPass' privacy policy located at http://www.ipass.com/privacy-policy/. This policy is expressly incorporated into and made a part of this Agreement. The Parties further agree that iPass may use End User emails to directly contact End Users for service support and updates. This is limited to providing assistance with service sign up, credential retrieval, troubleshooting network connectivity or application use, informational updates about hotspot additions/changes or planned outages (maintenance).

Page 8 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

12. GENERAL TERMS 12.1 Neither party will be liable to the other for failure to fulfill its obligations caused by circumstances beyond its reasonable control. Such circumstances will include without limitation acts of God, strikes, lockouts, riots, terrorist attacks, acts of war, epidemics, civil disturbance, fire, communication line failures, power failures, earthquakes, floods or other natural disasters. In such event, the obligations of the parties (excluding payment obligations) will be temporarily suspended to such extent reasonable under the circumstances. 12.2 The relationship between the parties is that of independent contractors. 12.3 Channel Partner may not assign the Agreement, the use of any Licensed Software or Services or its rights and obligations under the Agreement without the prior written consent of iPass. Any such assignment is void. The Agreement shall be binding on the parties and all of their respective successors and assigns. 12.4 Any notices required or permitted hereunder will be given to the attention of the Legal Department at the address specified as the principal place of business of each company or at such other address as the parties specify in writing. Notice will be deemed given: upon personal delivery; if sent by confirmed facsimile, upon confirmation of receipt; if sent by overnight courier, upon receipt; or, if sent by certified or registered mail, postage prepaid, three (3) days after the date of mailing. Notwithstanding, all Business Entity notifications, including termination notifications, must be submitted though the iPass Portal. 12.5 If any provision of the Agreement is held to be invalid, illegal or unenforceable by any court or other competent tribunal then the remaining provisions of the Agreement shall remain in full force and effect. 12.6 The laws of California shall govern the construction and enforceability of the Agreement. The parties agree that any action arising under or relating to the Agreement or the Licensed Software or Services shall lie within the exclusive jurisdiction of the Courts located in San Mateo County, California, USA. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. 12.7 A person who is not a party to the Agreement has no rights to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available under applicable law. 12.8 Channel Partner will comply with all applicable laws and regulations, including privacy, data protection, and exportation, regarding its activities related to this Agreement. 12.9 Channel Partner may not export or re-export the Licensed Software, any part thereof, to any country, person or entity subject to U.S. export restrictions. Channel Partner agrees not to export or re-export the Licensed Software: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country; (ii) wherever Channel Partner knows or has reason to know that the Licensed Software will be utilized in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any entity who Channel Partner knows or has reason to know has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.

Page 9 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

12.10 Channel Partner represents that: (i) it is duly authorized to provide personal data to iPass; (ii) iPass, its affiliates and its subcontractors can process such data, and (iii) iPass may disclose such data to any affiliate and subcontractor for the purpose of: (a) providing Licensed Software and Services under the Agreement; (b) administering the Agreement; and/or (c) providing marketing and/or product information to Channel Partner through any medium including email. The Parties further agree that iPass may use End User emails to directly contact End Users for service support and updates. This is limited to providing assistance with service sign up, credential retrieval, troubleshooting network connectivity or application use, informational updates about hotspot additions/changes or planned outages (maintenance). 12.11 This Agreement constitutes the entire agreement between the parties concerning the parties with regard to the Licensed Software and Services provided hereunder. All purchase orders, prior agreements, proposals, representations and other understandings whether oral or written, are superseded in their entirety by this Agreement and any applicable order forms. A purchase order may not be used as an order form, and any pre-printed terms on any Channel Partner generated purchase order shall not apply. No alteration or modification of the Agreement will be valid unless made in writing and signed by the parties. In the event of a conflict between the Agreement and any terms and conditions in any other order form, the terms of this Agreement will control unless otherwise expressly stated. The person signing this Agreement represents that he/she is duly authorized to bind the company to the terms and conditions herein. 12.12 Without limiting any of the terms and conditions contained herein, Channel Partner will make available to iPass certain services in exchange for the fees and subject at all times to the terms and conditions referenced in Exhibit G, as same may be updated and amended from time to time.

Page 10 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT A DEFINITIONS Access Point means Internet access points to which a User connects via the Client Software. Affiliate means any entity which is controlled by, controls or is under common control with Channel Partner. For the purposes of this definition, control shall mean ownership of at least fifty percent (50%) of the outstanding voting equity interest. Channel Partner may appoint an Affiliate to perform resale services hereunder with written consent of iPass and in accordance with any iPass mandated contractual commitments and contractual documents. Agreement means this Channel Partner Reseller Agreement, including the Exhibits attached hereto, and orders placed pursuant to this Agreement. For clarity, each order constitutes a separate and distinct order for iPass Software and/or Services, and thus each order constitutes a separate contractual commitment. Each order incorporates the terms and conditions set forth herein. Business Entity means a corporation, partnership, or enterprise that acquires Services from Channel Partner for use by its employees and contractors. A Business Entity is not authorized to resell the Services to any third parties. 11. Business Entity Minimum Monthly Commitment means, for each Business Entity, a minimum monthly commitment of at least 250 Users, by Channel Partner for each Business Entity. iPass shall invoice Channel Partner on a monthly basis, the agreed upon price for the Services as set forth herein. If Channel Partner's total invoiced amount for the Services, for each Business Entity is less than the amount for the number of Users for the Business Entity's Minimum Monthly Commitment, iPass will invoice and Channel Partner will pay to iPass, the shortfall difference between the actual amount paid by Channel Partner to iPass and the amount for the number of Users for the Business Entity Minimum Monthly Commitment. Business Entity Term means, for each Business Entity, a period beginning at the beginning of the Business Entity Implementation Period and ending no less than twelve (12) months following the expiration of the Business Entity Implementation Period, as indicated in the order placed by Channel Partner for such Business Entity. Every Business Entity Term automatically renews for a period of no less than 12 months, unless otherwise agreed to in writing between the parties. Certified iPass Engineer means an employee of Channel Partner who has attended one RoamServer training session and successfully completed the following on-line training modules: iPass Orientation, Product Training, Technology Training, and Competitive Training. Successful completion means achieving a passing result on the on-line tests after each module. Certified Help Desk Agent means an employee of Channel Partner who has attended one RoamServer training session, one Help Desk training session, and one Broadband Support training session. Certified Trained Sales Personnel means an employee of Channel Partner who has successfully completed the following on-line training modules: iPass Orientation, Product Training, Technology Training, Competitive Training, and Sales Training. Successful completion means achieving a passing result on the on-line tests after each module. Client Software means the machine executable version(s) of the client software code, including any Updates thereto, that iPass provides Channel Partner hereunder to enable Channel Partner's End Users to use the Service. The Client Software currently consists of iPass' Open Mobile software as well as the iPassConnect software. Confidential Information means information maintained in confidence by a party, and which is marked as such, or information whether written or oral that by its nature would be to a reasonable person under the circumstances understood to be confidential or proprietary information of a party including but not limited to iPass' Software, Documentation, and the parties' product development and marketing plans, business methods and non-public financial and personnel dat Device means any machine, computer, smartphone or similar User apparatus on which Channel Partner or a Business Entity has installed the Client Software. Documentation means the standard published technical user manuals provided by iPass.

Page 11 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

Effective Date means the date of last signature on this Agreement. Enabled Devices mean any device with the Channel Partner's app (iOS, Android, PC or Mac) which is enabled by Channel Partner to access the iPass services and also registered and enabled, by the Channel Partner to access Channel Partner's services. End Users or User means is any person who has an eligible subscriber ID that allows them to access the iPass Services and iPass Network. End User Agreement means a written agreement between Channel Partner and a Business Entity or an End User, containing terms and conditions at least as protective of iPass and its suppliers as the terms and conditions set forth in Exhibit E. iPass Hosted Authentication Service means a hosted, managed authentication service available within the iPass Portal and hosted by iPass. iPass Portal means the secure website accessible through http://www.ipass.com/ where Channel Partner may obtain information about iPass Services, including invoice, billing, ordering and account information, and submit technical support requests. iPass Web Content means the information and other materials/content provided to Channel Partner to use in developing Channel Partner's web site(s) or web pages to explain, promote and support the Service. Licensed Software Software means the Client Software and the Server Software and any Updates to the Client Software and the Server Software (if any). Mobile Network or iPass Network means iPass' multi-technology mobile access network which includes mobile broadband, Wi-Fi and Ethernet services. The iPass Network is subject to change by iPass upon notice to Partner, on condition that such changes do not materially degrade the network. The iPass Network does not include certain Wi-Fi services that are subject to supplier enforced restrictions. In addition, if any country is subject to a US embargo or other export restriction, it will not be deemed included in the foregoing list, the iPass Network will not be available from such country, and Customer agrees not to use the Licensed Software or the iPass Network in such country.. Services means the services and software provided by iPass as more fully described in Exhibit B attached hereto which allow access to the iPass Network. Term means the duration of the Agreement. Update means any bug fixes, patches or software updates for error corrections which iPass makes available to Channel Partner under this Agreement.

Page 12 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT B IPASS SERVICES iPass Services - includes the following services: iPass Mobile Services are delivered to End Users through a cloud-based platform (the Platform) comprising software elements on the mobile device and available over the Internet. iPass' Platform gives control over the definition and management of mobility services configured to a carrier's specific needs. This architecture gives an End User choice in access services and serves as a bridge to future functionality through use of extensible web services standards, while keeping the operational and financial burden on carriers low by not requiring them to purchase, deploy and manage on-premises infrastructure. iPass' Platform is designed to provide Customer with reliability, flexibility, network security, policy enforcement, consolidated billing and scalability. The technology consists of the following principal components: i. Foundation Services. Provide the basic capabilities needed for a cloud-based platform, including the ability to manage users (add, remove, or change rights), authenticate users to access the platform, authorize access to particular functions, or track and audit use of the platform. ii. Operational Services. Are built on top of the iPass Foundation Services platform, enabling Customer to operate the various iPass' market- facing offers, including user profile/configuration management, network directory management, account management, order management, usage management, support, billing and training. iii. Presentation Services. Impact how information is presented to users of the Platform, usually through a web based portal. Presentation Services include web presentation, data validation, access control (controlling who can see and enter what), and web analytics. iv. Client Services. Provide the core update functionality within the Platform, with the ability to update the iPass Client Software, configuration files, and network registries associated with it, and to receive the data that the client collects. v. Curation Services. Ability of iPass platform to collect information about Open Networks and be able to decode the hotspot information and automate steps to connect to that Network. vi. High-Availability and Scalable Authentication Architecture. iPass' relationships with network service providers enables iPass to provide connectivity through multiple networks in over 100 countries on the Platform. As a result, the cloud-based Platform reduces the risk of service interruptions associated with depending on only one service provider. Furthermore, iPass' geographically distributed transaction centers act as a unified and fault-tolerant system that provides scalable and highly-available user authentication and quality management information collection. Each point in the authentication process is designed with built-in redundancy and fail-over capabilities.

Page 13 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT C SERVICE FEES 1. Pricing. For each Business Entity where UTLD Pricing is elected, Channel Partner shall pay the fees based on the elected Business Entity User Base Package designated by Channel Partner for each order. The fees include the (i) use of the Mobility Management Services; (ii) unlimited iPass network access (except for certain premium in-flight Wi-Fi Services); and (iii) iPass Hosted Authentication Service. Additionally, no Business Entity Start Up Service Fees will be applied to new Business Entities electing the ULTD Pricing option. The fees for ULTD Pricing are defined in Table 1 below. The prices in Table 1 represent the transfer pricing from iPass to Channel Partner for ULTD Pricing. No further discounts are applied to this pricing. TABLE 1

Business Entity Committed Users Monthly Fee/User Minimum Monthly Fee

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

2. Channel Partner shall be charged a maximum rate of [***] per User (Special Pricing) for all Business Entities signed up by Channel Partner during the first three (3) full calendar months following the Effective Date (Introductory Period). The Special Pricing is contingent on a minimum order size of [***] users. Following twelve months after the month, during the Introductory Period, a Business Entity was signed, each Business Entity will be charged according to Table 1 above. By way of example and for clarity: For a Business Entity order placed in the first month following the Effective Date and with [***] Users, Channel Partner would be invoiced at [***] per User per month from the first month following the Business Entity order and twelve (12) months thereafter. After the first twelve months, and thereafter, Channel Partner will be charged for [***] Users at the rate of [***] per User per month, pursuant to Table 1 above.

Page 14 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT D CUSTOMIZED SERVICES AND SUPPORT 1. SOFTWARE INSTALLATION SUPPORT . iPass personnel will work remotely with Channel Partner to assist the Channel Partner in the installation of the Server Software on Channel Partner's systems. iPass will provide the services indicated in Table 1 below in order to assist Channel Partner with implementation of Service for use by Channel Partner and End Users. Table 1-Start Up Services Service Access to iPass' expanding global network Automatic Phonebook updates Automatic Open Mobile updates RoamServer software updates Monthly Statement and Call Detail Records (CDRs) Help desk and deployment materials Monitoring for authentication failures Customized Open Mobile Client Software 1 Authentication realms (domains) 1 Technical Training Curriculum 1 Web-based session Sales and Marketing Training Curriculum 1 Web-based session Participation in open web conference training sessions scheduled by iPass Seats per year in open regional training scheduled by iPass 4 Access to self-paced training materials on iPass training portal 2. TECHNICAL SUPPORT 2.1 Definitions. Any capitalized terms used herein and not defined below are defined in the Agreement. (a) First Level Technical Support means taking End User calls, getting complete information from End Users regarding problems experienced by such End Users, testing the End User name and password, eliminating common End User errors, checking the network status page and escalating unresolved issues with written documentation detailing steps taken prior to escalation. (b) Second Level Technical Support means providing assistance to First Level Technical Support help desk for issues that cannot be resolved through First Level Technical Support. (c) Third Level Technical Support means providing technical assistance to Channel Partner's authorized Second Level Technical Support personnel for technical issues that cannot be resolved by Second Level Technical Support. 2.2 First Level Technical Support and Second Level Technical Support. Channel Partner or Business Entity will be responsible for providing its End Users First Level Technical Support. Channel Partner will be responsible for providing End Users Second Level Technical Support. Second Level Technical Support personnel who have received training regarding the Service and the Software from iPass pursuant to Section 2 of the Agreement will be authorized to contact the applicable Third Level Technical Support centers at iPass to resolve any problems that cannot be resolved by First Level Technical Support or Second Level Technical Support. Channel Partner may change its authorized contacts for Third Level Technical Support at any time upon written notice to iPass so long as any new authorized contacts have completed the requisite iPass training. 2.3 Third Level Technical Support. iPass will provide Channel Partner with Third Level Technical Support in accordance with iPass standard procedures. iPass will only be obligated to provide Third Level Technical Support for the Software if Channel Partner has installed all Updates released by iPass which fix errors in the Software in accordance with Section 2.4 below. Channel Partner must have its password and id available in order to access and submit a request, absent which iPass will have no obligation to provide Channel Partner with Third Level Technical Support.

Page 15 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

2.4 Software Updates. iPass will notify Channel Partner regarding the availability of Updates and make any applicable Updates available to Channel Partner free of charge through the iPass portal and/or automatic downloads. Unless an Update has been delivered to Channel Partner as a patch to correct an urgent problem (in which case distribution to End Users will be immediate upon receipt), Channel Partner will distribute to its End Users all Updates within thirty (30) days of such Update being made available to Channel Partner. Failure to implement Updates may subject Channel Partner to various fees, including end of life fees, in iPass' sole discretion. Further iPass may implement end of life fees upon reasonable notice to Channel Partner. 2.5 Requested Changes. Should Channel Partner desire that any changes be made to the Software or implemented in the Service, Channel Partner may submit a written request to iPass detailing the nature of the requested change. iPass agrees to analyze such proposed changes in good faith and respond in writing detailing the feasibility, expense, and anticipated schedule for implementing such change; provided that nothing hereunder obligates iPass to agree to make such change. Should the parties so agree in writing, iPass will make such change to the Software or the Service in accordance with the terms mutually agreed upon by the parties. 3. TRAINING. iPass will perform training services as agreed upon by the parties and in accordance with the terms of this Agreement. 4. SERVICE LEVELS AND ESCALATIONS 4.1 Additional Definitions. Availability means End Users having access to, full functionality and usage of the service. Service Levels means the minimum service levels to be achieved by iPass in relation to iPass' performance of its obligations as set out herein. Severity Level means the impact of or nature of a problem as set forth herein. Response means the iPass' acknowledgment of its receipt of a Trouble Report from Channel Partner. 4.2 iPass Support Services. iPass will provide Help Desk to Help Desk support to Channel Partner on components of the iPass Service e.g. the iPass Open Mobile Portal, Hosted Authentication Infrastructure. 4.3 Support Process The following support process shall be followed by the Channel Partner HELPDESK to report or escalate issues to the iPass Support Teams: a. Issue Identified to Customer Help Desk (i) The End User contacts the Channel Partner Help Desk. (ii) Channel Partner Helpdesk follows troubleshooting guide and reviews information in the iPass online knowledge base (help.ipass.com) and determines if internal resources can resolve the issue. (iii) If internal resources cannot resolve the issue, then Channel Partner Help Desk contacts iPass Customer Care via web-based support request. b. Entering a web-based Support Request (i) Access the Portal via url: https://openmobile.ipass.com (ii) Enter your username and password and click login. (iii) Access is available on the Dashboard tab. (iv) Click on the Manage Tickets link. (v) On the Cases tab select the Create New Case button or dropdown link (vi) Enter the appropriate information as required. Channel Partner Helpdesk shall provide call-back details (contact name and phone number) in all web-based support requests.

Page 16 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

c. Ticket Requirements At a minimum all Severity One and Severity Two problem reports shall contain the following in order to expedite investigation and verification of the problem: (i) Username and Description of observed behavior. (ii) Debug Logs if available. (iii) Steps to reproduce. (iv) Operating environment (Operating system, language, software version, profile number and hardware, as applicable.) (v) Dates / times of transaction failures. (vi) Name of network attempted. iPass may request additional information for verification of a reported problem as necessary. d. Customer Care Hotline For Severity One issues, iPass recommends that opening a web-based support request be followed by a phone call to iPass at one of the following Severity One Customer Care numbers: Inside the United States: +1-877-464-7277 Outside the United States: +1 650-232-4300 Dialing within Europe: +44 20 7010 8344 Phone numbers are available 24 hours a day, 7 seven days a week. Please note that in order to safeguard customers against unauthorized service activity, iPass will require that callers authenticate their credentials via the web based ticketing system prior to any action by iPass. All change requests MUST be in writing. In order to ensure that tickets are handled in order of receipt, by priority, calls of a nature which are not Severity One will be ticketed and placed in queue to be handled in order of receipt, by severity. 4.4 Service Levels (a) Support Request Response - For each Severity Level, iPass shall provide the following response Service Levels: For Channel Partner Helpdesk Support Requests submitted in accordance with the process defined herein. Problem Severity Response Service Level Severity One Targeted Response Time: Issues will receive a response from iPass within fifteen (15) minutes (1 hour on weekends and local public holidays) after submitting a Severity One support case followed by a phone call to iPass. Please note Severity One issues reported via a support case only will be responded to within 1 hour. Severity Two Targeted Response Time: Issues will receive a response from iPass within 8 hours of receipt of the request (except weekends and local public holidays.) Severity Three Targeted Response Time: Issues will receive a response from iPass within 12 hours of receipt of the request (except weekends and local public holidays.) (b) Problem Verification. iPass and Channel Partner will make reasonable efforts to verify any reported problem as soon as it is reported as well as any follow-up information that may be required. (c) Update Intervals. iPass will make reasonable efforts to keep Channel Partner's Second Level Technical Support personnel informed of the latest status on any problem submitted. In the event Channel Partner's Second Level Technical Support personnel requires more frequent updates, then these will be discussed and mutually agreed upon and will depend on the severity and complexity of the problem.

Page 17 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

(d) Severity Reclassification. To ensure that severe problems receive highest priority, iPass may modify a ticket submitted as Severity One issue if it clearly does not meet the criteria for Severity One. 4.5 iPass Support Escalation Process (a) When to Escalate an Issue (i) If iPass fails to respond within the prescribed service level response time, the Channel Partner Help Desk is encouraged to escalate the issue to the Escalation Contact in the respective time zone (see escalation contacts below.) (ii) If the iPass Customer Care Representative and the Channel Partner Help Desk cannot agree on an action plan to resolve an issue (Severity One, Two or Three), then the iPass Customer Care Representative and the Channel Partner Help Desk are encouraged to escalate the issue to the Director of Customer Care. (iii) Once a plan has been agreed, iPass will work to resolve the issue. If the Channel Partner Help Desk is not satisfied with the progress that is being made to resolve an issue, they are encouraged to contact the Director of Customer Care. (b) How to Escalate an Issue (i) All escalations should be in writing (to the e-mail address listed below) or by phone followed up with a summary from Channel Partner 's Help Desk. (ii) Written documentation should outline the original issue and progress to date. It should also include impact to the customer and reason for the escalation. (c) Response to Escalation (i) The Director of Customer Care will respond upon receipt to any escalations. (ii) Escalations will take priority over any issue of the same severity level. Customer Care Escalation Contact Location/Time Zone London, UK (GMT) Regional Contact Richard Sabbarton email rsabbarton@ipass.com Office Phone +44 20 7010 8319 Location/Time Zone Redwood Shores, US (PST) Regional Contact Saritha Padubidri email spadubid@ipass.com Office Phone + 1 650 232 4127 Location/Time Zone Bangalore, IN (IST) Regional Contact Sujith Varijakshan email svarijakshan@ipass.com Office Phone +91 80 41380976 ESCALATION Manager - Director of Support Escalation Manager Alan Ridgewell email aridgewell@ipass.com Office Phone +44 20 7010 8304

Page 18 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT E MINIMUM END USER TERMS Channel Partner when used herein has the same meaning as in the Agreement. Channel Partner should change the word Channel Partner herein to its name when drafting End User agreements. You referred to herein refers to the End User(s). iPass as referenced herein shall mean iPass Inc. Capitalized terms used herein shall have the same meaning ascribed to them in the Agreement. 1. By its very nature, the Internet contains offensive and/or harmful material, in some cases under descriptions that have been mislabeled or are otherwise deceptive. Neither Channel Partner, iPass nor their suppliers shall be responsible for any damages suffered by any person as a result of obtaining Internet access. Access to the Internet is provided solely on an AS IS basis. Neither Channel Partner, iPass, nor its suppliers warrant, nor do they assume responsibility for, any consequences suffered by any person as a result of Internet access including, without limitation, those suffered as a result of accessing Internet information and content, such as, by way of example only, the possibility of contracting computer viruses, accessing information with offensive, inaccurate or inappropriate content. Channel Partner, iPass and its suppliers exercise no control whatsoever over the content of the information passing through their systems. 2. You agree to be bound by the usage policies of iPass including, by way of example, its Privacy Policy. You acknowledge and agree that iPass may disclose your usage data to Channel Partner and other third parties as detailed in iPass' Privacy Policy (see http:www.ipass.com). You accept that certain uses of your data are necessary to enable provision of the Services to you and accordingly that if you withdraw your consent for iPass to use your data as is detailed in its Privacy Policy the supply of the Service to you may have to be terminated. You acknowledge and agree that all End Users must exercise their own due diligence before relying on any information available on the Internet, and must determine that they have all necessary rights to copy, publish or otherwise distribute any such information available on the Internet under copyright and other applicable laws. 3. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, AND CHANNEL PARTNER, IPASS AND THEIR SUPPLIERS DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AND THERE ARE NO CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INTERFERENCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF SERVICES. ANY STATEMENTS MADE IN ANY PACKAGING, MANUALS, WRITTEN OR ELECTRONIC DOCUMENTS, OR BY ANY CHANNEL PARTNER OR IPASS EMPLOYEES, REPRESENTATIVES, OR AGENTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS REPRESENTATIONS OR WARRANTIES OF ANY KIND. CHANNEL PARTNER, IPASS AND THEIR SUPPLIERS DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM SERVICE DEGRADATION, OR THAT ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE ON THE SERVICES ARE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING, INTERFERING, OR DESTRUCTIVE PROPERTIES. CHANNEL PARTNER, IPASS AND THEIR SUUPLIERS CANNOT AND DO NOT GUARANTEE THE SECURITY OR INTEGRITY OF DATA TRANSMISSION OR STORAGE, OR THAT VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE DETECTED OR REMEDIATED BY SERVICES. SERVICES ARE ONLY AVAILABLE WITHIN THE COVERAGE AREA OF THE IPASS NETWORK, WHICH IS SUBJECT TO CHANGE. YOU ACKNOWLEDGE THAT SERVICES MAY BE TEMPORARILY UNAVAILABLE FOR MAINTENANCE, EQUIPMENT MODIFICATIONS, OR UPGRADES, AND FOR OTHER REASONS WITHIN AND WITHOUT THE DIRECT CONTROL OF IPASS. 4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHANNEL PARTNER, IPASS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE.

Page 19 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

5. You may not use the Services to take any actions or make any statements that, by way of example only: (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation (including without limitation those regarding export control); (c) are defamatory, trade libelous or unlawfully threatening; (d) are pornographic or obscene; (e) violate any laws regarding unfair competition, antidiscrimination or false advertising, (f) result in the distribution of viruses, Trojan horses, worms, time bombs, cancelbots, chain letters or other similar harmful or deleterious programming routines, or (g) result in the unauthorized entry to any other machine accessible via the network. You may not use the Services to distribute any bulk unsolicited emails or otherwise cause an excessive or disproportionate load on Channel Partner's, iPass' or their suppliers' infrastructure. Any access to other networks connected to Channel Partner's, iPass' and its suppliers' networks must comply with the rules appropriate for such networks. Violation of the foregoing may result in termination of access. Given the current regulatory and technical environment you should not have an expectation of privacy in your online activities 6. iPass and its suppliers shall be deemed to be third-party beneficiaries of this agreement, with the right to enforce the terms of this agreement. You agree that this Agreement is expressly for the benefit of Channel Partner, iPass and its suppliers and may be enforced by them. 7. You may not resell or redistribute any of the Services to any third parties. 8. Subject to the terms and conditions of this agreement, Channel Partner grants to you a royalty-free, non-exclusive, non-transferable, limited license right exercisable solely during the term of this agreement to: (1) reproduce, exactly as provided by Channel Partner, object code copies of the Client Software, as needed for distribution to your End Users the iPass Software; and to install and use the iPass Licensed Software. You acknowledge that the Licensed Software contains the valuable information of iPass and its suppliers, and agree not to cause or permit the modification, reverse engineering, translation, disassembly, or decompilation of, or otherwise to attempt to derive the source code of such Licensed Software, whether in whole or in part (except to the extent permitted by applicable law). You will not obfuscate, alter or remove any copyright, trademark or other proprietary notice or legend on or in the Licensed Software and associated Documentation and will include all such markings in all copies of such materials. 9. The Services may be suspended or terminated if you breach these terms. Any breach of these terms by your End Users shall be deemed a breach by you. 10. This Agreement shall terminate upon termination of the agreement between Channel Partner and iPass.

Page 20 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT F IPASS MARKS

iPass®️ iPass Open Mobile™️ iPass Open Mobile Exchange™️ iPass OMX™️ iPass ULTD

Page 21 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT G PARATEUM SERVICES Subject to the terms and conditions below, Channel Partner (Pareteum Corporation) will provide on a non-exclusive basis the following services to iPass for resale to iPass' customers: Managed Services Platform and Global Cloud Mobility Platform (collectively, the Pareteum Services). Channel Partner (Pareteum Corporation) and iPass shall mutually agree upon the terms and conditions (which will include, without limitation, the scope and geography where the Pareteum Services may be resold, fees and support service and related user terms) upon the earlier to occur of: (i) iPass' first proposed resale of the Pareteum Services to one of its customers; or (ii) within ninety (90) days from the Effective Date. Once the parties have mutually agreed upon the foregoing terms and conditions, the parties will amend this Exhibit G to reflect the terms by which iPass may resell the Pareteum Services.

Page 22 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

Answer: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

Question: Ex 10.3

SERVICING AGREEMENT

between

CURO RECEIVABLES FINANCE II, LLC, as Owner

and

CURO MANAGEMENT, LLC, as Servicer

Dated as of April 8, 2020

This SERVICING AGREEMENT (this Agreement) is entered into as of April 8, 2020, by and between CURO RECEIVABLES FINANCE II, LLC, a Delaware limited liability company (the Owner), and CURO MANAGEMENT, LLC, a Delaware limited liability company, as servicer (the Servicer).

Capitalized terms used but not defined herein shall have the meanings set forth in Annex A attached hereto.

W I T N E S S E T H:

WHEREAS, the Owner desires to have the Servicer to master service the Serviced Assets, to perform certain of the duties of the Owner, and to provide such additional services consistent with the terms of this Agreement and the Loan Documents as the Owner may from time to time request; and

WHEREAS, the Servicer has the capacity to provide the respective services required hereby and is willing to perform such services for the Owner on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Section 1. Servicing Duties of the Servicer.

(a) The Owner authorizes Curo Management, LLC, to act, and Curo Management, LLC, agrees to act, as an independent contractor, as the Servicer effective upon the date hereof.

(b) From and after the date on which a Receivable or Participation Interest, as applicable, is sold to the Owner, the Servicer shall service and administer each related Serviced Asset for the benefit of the Owner and shall extend, amend or otherwise modify such Serviced Asset, by complying in all material respects with the following (collectively, the Servicing Standard): (A) reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable receivables that it services for itself or others, and (B) Applicable Law.

(c) The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder,

including any Sub-Servicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, consistent with the terms of this Servicing Agreement and the Servicing Standard. Without limiting the generality of the foregoing, unless such power is revoked by the Owner on account of the occurrence of a Servicer Default, the Servicer shall have full power and authority (i) to make withdrawals from the applicable servicer collection account permitted by the terms of this Servicing Agreement, the Loan Agreement or any other Loan Document and (ii) to execute and deliver, on behalf of the Owner, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Servicing Standard and the Loan Agreement, to commence collection proceedings with respect to such Receivables. The Owner shall furnish the Servicer with any documents reasonably requested by the Servicer, including powers of attorney, as necessary or appropriate to enable the Servicer (or any Sub-Servicer on its behalf) to carry out its servicing and administrative duties hereunder.

(d) The Servicer shall collect and process all collections on the Serviced Assets in accordance with the terms and conditions set forth in Section 2.3 of the Loan Agreement and the Servicing Multi-Party Agreement.

Section 2. Administrative Duties of the Servicer.

(a) The Servicer agrees to perform all of the duties assigned to it in the Loan Agreement, and shall take all appropriate action with respect to the following matters under the Loan Agreement:

(i) upon written request of the Owner, executing and delivering such further instruments and do further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Loan Agreement;

(ii) preparing officer's certificates with respect to the Loan Agreement;

(iii) preparing, executing and filing any reports or other information which are required to be prepared or filed by the Owner in order to comply with federal, state or foreign securities laws, or exemptions thereunder; and

(iv) any other duties expressly required to be performed by the Servicer under the Loan Agreement or any other Loan Document.

(b) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be no less favorable to the Owner than would be available from unaffiliated parties, that Owner shall have no responsibility or liability for any fees payable to such Affiliates to perform such obligations as contemplated by this Agreement and that the Owner shall not be deemed pursuant to this Section 2(b) to enter into any contractual obligations with such Affiliates.

(c) To the fullest extent permitted by law, the Owner shall indemnify, defend and hold harmless the Servicer and its successors, assigns, directors, officers, agents, employees and servants (collectively, the Servicer Indemnified Parties) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable out-of-pocket costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, Liabilities) which may at any time be imposed on, incurred by, or asserted against the Servicer or any Servicer Indemnified Party in any way relating to or arising out of this Agreement or any other Loan Document, the Serviced Assets or any action or inaction of the Owner or any other Person; provided, that the Owner shall not be liable for or required to indemnify a Servicer Indemnified Party from and against expenses arising or resulting from such Servicer Indemnified Party's own willful misconduct, bad faith or gross negligence. The indemnities contained in this Section 2(c) shall survive the resignation and removal of the Servicer or the termination of this Agreement.

(d) Subject to Sections 4 and 5, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Serviced Assets (including the Loan Documents) as are not covered by any of the foregoing provisions and are reasonably within the capability of the Servicer. In no case may Servicer use any identifiable information, including consumers' nonpublic personal information and related account performance and status information, for any purpose other than as provided in this Agreement; provided, however, that Servicer is permitted to use nonidentifiable, aggregated consumer information obtained in connection with its activities undertaken pursuant to this Agreement.

(e) Notwithstanding anything to the contrary in this Agreement, the Servicer shall not be obligated to, and shall not, take any action that the Owner directs the Servicer not to take or which could reasonably be expected to result in a violation or breach of the Owner's covenants, agreements or obligations under any of the Loan Documents.

(f) The Servicer shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Owner at any time during normal business hours.

Section 3. Reports and Information.

(a) At the times and in the manner required by Section 6.1 of the Loan Agreement, the Servicer shall deliver to the Owner and the Agent the reports described therein.

(b) The Servicer shall furnish in writing to the Owner and the Agent from time to time such additional information regarding the Serviced Assets as the Owner or the Agent shall reasonably request.

Section 4. Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Owner with respect to the manner in which it accomplishes the performance of its obligations hereunder; provided, however, Servicer shall be subject to the Owner's third-party vendor management program. Unless expressly authorized by the Owner in this Agreement or otherwise, the Servicer shall have no authority to act for or represent the Owner in any way and shall not otherwise be deemed an agent of the Owner.

Section 5. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Servicer and the Owner as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 6. Other Activities of Servicer. Nothing herein shall prevent the Servicer or its respective Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity for any other person or entity even though such person or entity may engage in business activities similar to those of the Owner.

Section 7. Term of Agreement; Resignation and Removal of Servicer.

(a) This Agreement shall continue in force until the earlier to occur of (i) the Owner no longer owns any Receivables or Participation Interests, and (ii) subject to Section 7(d), the delivery of written notice of termination by the Owner to the Servicer pursuant to Section 7(c), in each case upon which event this Agreement shall automatically terminate unless otherwise agreed in writing between the Servicer and the Owner.

(b) Subject to Section 7(d), the Servicer may resign its duties hereunder by providing the Owner with at least 60 days' prior written notice.

(c) Subject to Section 7(d), and subject to the prior written consent of the Agent so long as the Loan Agreement remains outstanding, the Owner may remove the Servicer immediately upon written notice of termination from the Owner to the Servicer if any of the following events shall occur (each, a Servicer Termination Right - Owner):

(i) the Servicer shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within 30 days such assurance of cure as shall be reasonably satisfactory to the Owner); or

(ii) the Servicer files or consents to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or makes an assignment for the benefit of creditors; or

(iii) the Servicer fails to maintain, in any material respect, all necessary licenses and approvals in each jurisdiction in which it is performing the primary servicing function for any of the Serviced Assets under this Agreement.

The Servicer agrees that if any of the events specified in clause (ii) of this Section 7(c) shall occur, it shall give written notice thereof to the Owner within seven (7) days after the occurrence of such event.

(d) No termination, resignation or removal of the Servicer pursuant to this Section shall be effective until (i) a successor Servicer shall have been appointed by or on behalf of the Owner with the prior written consent of the Agent so long as the Loan Agreement remains outstanding, and (ii) such successor Servicer shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Servicer is bound hereunder.

(e) Agent may terminate this Agreement upon the occurrence and continuance of an Event of Default under the Loan Agreement by delivery of written notice of termination from Agent to Owner and Servicer (a Servicer Termination Right - Agent and, together with the Servicer Termination Right - Owner, each a Servicer Termination Right):

If a successor Servicer does not take office within 60 days after the retiring Servicer resigns or is removed, the resigning or removed Servicer or the Owner may petition any court of competent jurisdiction for the appointment of a successor Servicer.

In the event that the Servicer resigns or is terminated hereunder, the Servicer shall use its commercially reasonable efforts to and shall cooperate with the Owner and take other reasonable steps requested by the Owner to assist in the orderly and efficient transfer of the administration of the Serviced Assets to the successor Servicer.

Section 8. Action upon Termination, Resignation or Removal of the Servicer. Promptly upon the effective date of termination of this Agreement or the resignation or removal of the Servicer pursuant to Section 7, the Servicer shall be entitled to be paid all fees and reimbursable expenses, including any reasonable out-of-pocket attorneys' fees, accruing to it to the date of such termination, resignation or removal. The Servicer shall forthwith upon such termination pursuant to Section 7 deliver to the successor Servicer all property and documents of or relating to the Serviced Assets then in the custody of the Servicer, or if this Agreement has been terminated, to the Owner. In the event of the resignation or removal of the Servicer pursuant to Section 7, the Servicer shall cooperate with the Owner and take all reasonable steps requested to assist the Owner in making an orderly transfer of the duties of the Servicer.

Section 9. Compensation. The Servicer will be entitled to receive the Servicing Fee for the performance of the duties and provision of the services called for in this Agreement in accordance with, and subject to, the Loan Agreement. The Servicing Fee shall be payable on each Payment Date for the immediately prior Servicing Period in accordance with Section 2.4 of the Loan Agreement. Any opinion, filing or other services performed by the Servicer hereunder that generates additional costs shall be at the expense of the Owner.

Section 10. Sub-Servicers; Collection Agents.

(a) The Servicer may appoint one or more Persons (including any Affiliate) as a sub-servicer (each a Sub-Servicer) with respect to some or all of the Serviced Assets to perform any of the Servicer's obligations hereunder from time to time in its sole discretion; provided, however, that such servicing arrangement and the term of the related subservicing agreement (if any) must provide for the servicing of the Serviced Assets in a manner equivalent or greater than the Servicing Standard; provided, further, that the Servicer shall remain obligated and be liable to the Owner for the servicing and administering of the Serviced Assets in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Serviced Assets.

(b) The Servicer shall be entitled to terminate the subservicing of the Serviced Assets by any Sub-Servicer so appointed at any time in its sole discretion, provided, that any subservicing agreement entered into by Servicer with any such Sub-Servicer shall terminate by its terms no later than thirty (30) days after the Servicer is terminated as the servicer under this Agreement.

(c) Each Sub-Servicer shall be entitled to compensation for its services as a Sub-Servicer as agreed to by the Servicer and such Sub-Servicer provided that any sub-servicing fees payable to the Sub-Servicer in respect of its servicing activities shall be payable out of the Servicing Fee.

(d) Any subservicing arrangement that may be entered into and any other transactions or services relating to the Serviced Assets involving a Sub-Servicer in its capacity as such shall be deemed to be solely between the Sub-Servicer and the Servicer alone, and the Owner shall not be deemed party thereto and shall have no claims, rights, obligations, duties, or liabilities with respect to the Sub-Servicer in such capacity.

(e) The Owner may, from time to time, enter into Collection Agency Agreements with Collection Agents for the collection of delinquent or defaulted accounts. Any such Collection Agent shall not be deemed a Sub-Servicer hereunder and the Servicer shall have no liability with respect to the acts or omissions of any such Collection Agent. Any Collection Fees shall be paid directly by the Owner in accordance with the Loan Agreement. Notwithstanding the foregoing, the Servicer shall cooperate with the Owner and provide such assistance as is reasonably necessary to transfer servicing of applicable Serviced Assets to the related Collection Agent.

Section 11. Representations and Warranties of the Servicer. The Servicer hereunder hereby makes the following representations and warranties as of the date hereof, and as of the date of the delivery of each Monthly Servicing Report, on which representations and warranties the Owner shall be deemed to rely in entering into this Agreement:

(a) Organization. It is an organization validly existing and in good standing under the laws of, and is duly qualified to do business in, the jurisdiction of its incorporation or organization and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement and each other Loan Document to which it is a party.

(b) Due Qualification. It is in good standing and duly qualified to do business (or is exempt from such requirements) and (i) the Servicer has obtained all necessary licenses and approvals in each jurisdiction in which it is performing the primary servicing function for any of the Serviced Assets under this Agreement (or has determined that such licenses are not required) or (ii) each Sub-Servicer has represented and warranted to the Servicer that such Sub-Servicer has obtained all necessary licenses and approvals in each jurisdiction in which such Sub-Servicer is performing the primary servicing function for any of the Serviced Assets under this Agreement, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to execute and deliver, or perform under, this Agreement or any other Loan Document to which it is a party.

(c) Due Authorization. The execution, delivery, and performance by it of this Agreement and the other agreements and instruments executed and delivered by it as contemplated hereby, have been duly authorized it by all necessary action on the part of such party.

(d) Binding Obligation. This Agreement and each other Loan Document to which it is a party constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or by general principles of equity (whether considered in a proceeding at law or in equity).

(e) No Conflict. The execution and delivery of this Agreement and each Loan Document to which it is a party by it, and the performance by it of the transactions contemplated by this Agreement and the fulfillment by it of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material indenture, contract, agreement, mortgage, deed of trust or other instrument to which it is a party or by which it or its properties are bound.

(f) No Violation. The execution and delivery by it of this Agreement and each other Loan Document to which it is a party, the performance by it of the transactions contemplated by this Agreement and each other Loan Document to which it is a party and the fulfillment by it of the terms hereof and thereof applicable to such party will not conflict with or violate any Applicable Law applicable to such party.

(g) No Proceedings. Servicer is not a party to any material pending or threatened action, suit, proceeding or investigation related to its respective business, (ii) there is no pending or, to the knowledge of Servicer, threatened action, suit, proceeding or investigation involving Servicer or its respective business that could reasonably be expected to prevent or materially delay the consummation by Servicer of the transactions contemplated herein, (iii) Servicer has not had any reason to believe that any material action, suit, proceeding or investigation may be brought or threatened against its business, (iv) Servicer is not a party or subject to any order, writ, injunction, judgment or decree of any Governmental Authority, (v) there is no action, suit, proceeding or investigation initiated by Servicer currently pending and (vi) Servicer has not had any existing accrued and/or unpaid indebtedness or similar obligations to any Governmental Authority or any other governmental payor.

(h) Compliance with Laws. Servicer (i) is in compliance with all Applicable Law, and (ii) is not in violation of any order of any Governmental Authority or other board or tribunal, except, in the case of both (i) and (ii), where noncompliance or violation could not reasonably be expected to be, have or result in a material adverse effect on its ability to execute and deliver, or perform under, this Agreement or any other Loan Document to which it is a party. Servicer has not received any notice that Servicer is not in material compliance in any respect with any of the requirements of any of the foregoing. Servicer has maintained in all material respects all records required to be maintained by any applicable Governmental Authority.

(i) Foreign Assets Control Regulations and Anti-Money Laundering. Servicer is in compliance in all material respects with all applicable U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. Servicer is not (i) a Person designated by the U.S. government on OFAC's list of Specially Designated Nationals and Blocked Persons (the SDN List), (ii) a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) controlled by (including by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law.

(j) USA PATRIOT Act. Servicer is in compliance in all material respects with (a) the Trading with the Enemy Act, and each of OFAC's foreign assets control regulations and any other enabling legislation or executive order relating thereto, (b) the USA PATRIOT Act and (c) other federal or state laws relating to know your customer and anti-money laundering rules and regulations. No part of the proceeds of any Loan (as defined in the Loan Agreement) will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

Section 12. Notices. Any notice, report or other communication given hereunder shall be in writing, delivered by mail, overnight courier, electronic communication or facsimile and addressed as follows:

(a) if to the Owner, to:

CURO Receivables Finance II, LLC c/o CURO Management LLC 3527 North Ridge Road Wichita, KS 67205 Attention: Don Gayhardt

E-Mail: don.gayhardt@curo.com

With a copy to:

CURO Financial Technologies Corp. 3527 North Ridge Road Wichita, KS 67205 Attention: Vin Thomas E-Mail: vinthomas@curo.com

With a copy to the Servicer, at the address provided below.

(b) if to the Servicer, to:

CURO Management LLC 3527 North Ridge Road Wichita, KS 67205 Attention: Don Gayhardt E-Mail: don.gayhardt@curo.com

With a copy to:

CURO Financial Technologies Corp. 3527 North Ridge Road Wichita, KS 67205 Attention: Vin Thomas E-Mail: vinthomas@curo.com

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be delivered hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, hand delivered or faxed to the address of such party as provided above.

Section 13. Limitation of Liability; Indemnification.

(a) Except as provided in Section 13(b), neither the Servicer nor any of the directors, officers, partners, members, managers, employees, or agents of the Servicer in its capacity as Servicer shall be under any liability to the Owner or any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer in accordance with this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against contractual liability under this Agreement for any breach of warranties or representations made herein, or any failure to perform any express contractual duties set forth herein, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties hereunder. The Servicer and any director, officer, employee, partner, member or manager or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Servicer in accordance with this Agreement and which in its reasonable judgment may involve it in any material expense or liability. In furtherance of its obligations hereunder, the Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Owner with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Owner hereunder.

(b) Subject to Section 13(a), the Servicer shall indemnify and hold harmless the Owner, the Agent, each Lender and their respective directors, officers, employees, partners, members or managers and agents (each, an Indemnified Person) from and against any and all loss, liability, claim, action, suit, cost, expense, damage or injury, of any kind and nature whatsoever, including any judgment, award, settlement, fines, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, Proceeding, investigation or claim (any of the foregoing, Losses) suffered or sustained by any of them by reason of any acts or omissions of the Servicer which are in breach of this Agreement or which arise by reason of willful misfeasance, bad faith or negligence in the Servicer's performance of its duties hereunder; provided that the Servicer shall not be obligated to indemnify any such Indemnified Person for any Losses that arise from the negligence or willful misconduct of such Indemnified Person or its affiliates, directors, officers, employees, partners, members, managers or agents.

Section 14. Amendments. This Agreement may be amended from time to time by a writing signed by the Servicer and the Owner, with the prior written consent of the Agent so long as the Loan Agreement remains outstanding.

Section 15. Successors and Assigns. This Agreement shall be binding on the parties' successors and assigns.

Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 17. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 18. Counterparts. This Agreement and any waiver or amendment hereto may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Agreement and each of the other Loan Documents may be executed and delivered by facsimile, portable document format (.pdf), or other Electronic Transmission all with the same force and effect as if the same was a fully executed and delivered original manual counterpart. Delivery of an executed electronic signature page of this Agreement and each of the other Loan Documents by facsimile, portable document format (.pdf), or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof and each party to this Agreement and each of the other Loan Documents agrees that it will be bound by its own signature and that it accepts the facsimile, portable document format (.pdf), or other electronic signature of each other party to this Agreement and each of the other Loan Documents. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper Agreement or any Loan Document which has been converted into electronic form (such as scanned portable format (.pdf)), or an electronically signed Agreement or any Loan Document converted into another format, for transmission, delivery and/or retention. The Administrative Agent may, at its option, create one or more copies of such Agreement in an electronic form (Electronic Copy), which shall be deemed created in the ordinary course of the Administrative Agent's business, and destroy the original paper document. Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile, portable document format (.pdf), or other Electronic Transmission document or signature. The words execution, executed, signed, signature, and words of like import in this paragraph shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Electronic Transmission means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by electronic mail (e-mail) or E-Fax, or otherwise to or from an electronic system or other equivalent service.

Section 19. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 20. Non-Petition. Notwithstanding any prior termination of the Owner or this Agreement, the Servicer shall not at any time with respect to the Owner, acquiesce, petition or otherwise invoke or cause the Owner to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Owner under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Owner or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Owner.

Section 21. Third-Party Beneficiary. Notwithstanding anything to the contrary in this Agreement, both the Owner and Servicer agree that the Agent shall be deemed to be a third-party beneficiary of this Agreement and has the authority to enforce the provisions hereof.

[Signature page follows.]

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123012898v2 123012898v4

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

CURO RECEIVABLES FINANCE II, LLC, a Delaware limited liability company

By: /s/Don Gayhardt Name: Donald F. Gayhardt Jr. Title: President & Chief Executive Officer

CURO MANAGEMENT, LLC, as Servicer

By: /s/Don Gayhardt Name: Donald F. Gayhardt Jr. Title: President & Chief Executive Officer

ANNEX A-- DEFINITIONS

Affiliate has the meaning set forth in the Loan Agreement.

Agent means Midtown Madison Management LLC, as agent under the Loan Agreement.

Applicable Law has the meaning set forth in the Loan Agreement.

Bank Receivable has the meaning set forth in the Loan Agreement.

Business Day has the meaning set forth in the Loan Agreement.

Collection Agency Agreement means a written agreement between the Owner and a Collection Agent.

Collection Agent means any collection agent retained by the Owner from time to time.

Collection Fees means any fees, expenses, reimbursements and other compensation payable to a Collection Agent by the Owner pursuant to a Collection Agency Agreement.

Collections has the meaning set forth in the Loan Agreement.

Governmental Authority has the meaning set forth in the Loan Agreement.

Lender has the meaning set forth in the Loan Agreement.

Liabilities is defined in Section 2(c).

Loan Agreement means the Loan and Security Agreement, dated as of April 8, 2020, by and among the Owner, the Lenders and the Agent.

Loan Document has the meaning set forth in the Loan Agreement.

Monthly Servicing Report has the meaning set forth in the Loan Agreement.

OFAC is defined in Section 11(i). Owner is defined in the preamble of this Agreement. Participation Interest has the meaning set forth in the Loan Agreement.

Payment Date has the meaning set forth in the Loan Agreement.

Person has the meaning set forth in the Loan Agreement.

Proceeding shall mean any suit in equity, action at law or other judicial or administrative proceeding.

Receivable has the meaning set forth in the Loan Agreement.

SDN is defined in Section 11(i).

Serviced Asset means (a) each Receivable owned by the Borrower, (b) each Participation Interest owned by the Borrower and (c) each Bank Partner Receivable related to a Participation Interest owned by the Borrower.

Servicer is defined in the preamble of this Agreement. Servicer Indemnified Parties is defined in Section 2(c).

Servicing Fee means, for any Servicing Period, an amount equal to the product of (a) 2.00%, (b) the daily average Receivable Balance of all Receivables serviced hereunder during such Servicing Period, and (c) a fraction, the numerator of which is the number of calendar days during such Servicing Period and the denominator of which is 360.

Servicing Period means a calendar month.

Servicing Standard is defined in Section 1(b).

Sub-Servicer is defined in Section 10(a).

Answer: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

Question: RESELLER AGREEMENT This agreement (Agreement) dated as of January 11, 2011 (Effective Date) is between Diversinet Corp. (Diversinet), an Ontario corporation with its principal place of business located at 2235 Sheppard Avenue East, Suite 1700, Toronto, Ontario, Canada M2J 5B5, and 2205925 Ontario Limited, with its principal place of business located at 111 Main Street West, Suite 304, North Bay, Ontario P1B 2T6 (the Reseller). Diversinet and the Reseller are hereinafter referred to individually as a Party and, collectively, as the Parties. The Schedules attached hereto shall form an integral part of this Agreement, and all references to this Agreement shall be deemed to include the Schedules. WHEREAS Diversinet is a provider of mobile device security and authentication solutions for the mobile data ecosystem, and is the owner of certain software products, user documentation and services and the related trade-marks; AND WHEREAS Reseller has represented that it is qualified and desires to act as a reseller of certain of Diversinet's products within a certain defined territory, and agrees to use its best efforts to market and sell such products in such territory; NOW THEREFORE, for and in consideration of the mutual promises and commitments contained hereafter and other considerations, the receipt and sufficiency of which is hereby acknowledged, the Parties have entered into this Agreement for the purpose of permitting Reseller to market and sell certain of Diversinet's products pursuant to the terms and conditions set out as follows. 1. Appointment Subject to payment of the Annual Minimum Commitment (AMC - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the Products) within the territory listed in Schedule 3 (the Territory) to Canadian headquartered companies, and governmental and broader public sector entities located in Canada. Reseller's customers (the Customers) are defined as those organizations/enterprises that will market and manage the end-users of the Products (the End-Users). Reseller acknowledges and agrees that it does not have the right to assign sub-resellers under this Agreement outside of the Territory, except with the prior written consent of Diversinet. Furthermore, if Reseller terminates the AMC in the manner contemplated in Schedule 3, the exclusive license above shall revert to being a non- exclusive license. In either case, Reseller will have the non-exclusive right to contract in the rest of the world, excluding the United States. If Reseller identifies End- Users in the United States, with the prior written consent of Diversinet, Reseller may sell the Products to the End-Users. United Stated revenues will not be counted against the AMC however Reseller will be entitled to the discount rates as indicated in Schedule 3.. In addition, Diversinet hereby grants to Reseller the right to use those Diversinet trademarks and copyrighted materials with respect to the Products solely for the purpose of marketing and distribution of the Products as authorized hereunder. Reseller acknowledges that the use of such trademarks and copyrighted materials does not create in its favour any right, whether of ownership or otherwise, to such trade-marks and copyrighted materials, and that all rights arising from the use thereof by Reseller shall inure to the benefit of Diversinet. Reseller agrees that the rights granted to Reseller in this Section 1 are solely for the purpose of supplying the Products to Reseller, its Customers and End-Users located in the Territory. Any use outside of the rights granted herein shall require an additional license from Diversinet. 2. Ownership and Representations (a) Except as expressly granted herein, Diversinet does not grant any further rights, license or immunity to Reseller, and hereby retains and does not waive any rights it may have with respect to patents, trade-marks, copyrights, moral rights or other intellectual property or proprietary rights enforceable under the laws of any country. Reseller shall not authorize anyone to reverse engineer, decompile, alter, transfer, modify or create a derivative work from any of the Products, nor may Reseller itself engage in so doing. (b) Reseller shall not make any representations or warranties regarding the use or operation of the Products other than those included in any promotional materials provided by Diversinet and any Product documentation provided by Diversinet. 3. Term and Renewal The term of this Agreement shall begin on the Effective Date and continue in effect for a period of five (5) years (the Initial Term), unless sooner terminated in accordance with the provisions set out herein. Upon expiration of the Initial Term, this Agreement shall automatically renew for consecutive one (1) year periods, unless terminated by Reseller within sixty (60) days prior to the expiration of the Initial Term or any renewal term, as the case may be (the Initial Term and each renewal term, collectively, the Term). Any annual renewal would be subject to the payment, if applicable, of the AMC as agreed to by the parties, however such AMC will not be less than the previous year AMC times 115%, payable in applicable quarterly instalments. 4. Termination (a) Either Party may terminate this Agreement: (i) Upon thirty (30) days' written notice to Reseller if Reseller fails to make any AMC payment when due under this Agreement, or when an audit, as set out in Section 13, by Diversinet reveals any under-payment for any payment due, and it is not paid within the thirty (30) day written notice period; (ii) providing thirty (60) days' written notice to the other Party if the other Party breaches any material term or condition of this Agreement, and fails to cure such breach within the 60 day period; (iii) upon providing thirty (30) days' written notice to Reseller if Reseller terminates the provisions of the Annual Minimum Commitment and fails to meet the sales targets as set out in Schedule 3. (b) This Agreement shall terminate automatically without notice and without further action by Diversinet in the event that:

(i) Reseller ceases carrying on its business, or if a petition shall be filed, an order shall be made or an effective resolution is passed for the winding-up, dissolution or liquidation of Reseller. (c) Termination under Subsection 4(a) shall trigger a phase-out period during which Reseller may continue to provide products and services to Customers. Such phase-out period shall be the longer of (i) the remaining term of the agreement between the Reseller and its Customers, and (ii) 18 months. (d) Upon the termination of this Agreement for any reason: (1) all rights granted to Reseller hereunder shall automatically come to an end and revert to Diversinet, including without limitation any right to use, operate and provide customer service or support for the Products; (2) Reseller shall immediately pay to Diversinet all amounts due and outstanding hereunder as of the date of such termination or expiration; and (3) within five (5) days of termination of this Agreement, for whatever reason, Reseller, must: (a) destroy all copies of the Products and any associated Products documentation in its possession or under its direct control; and (b) deliver to Diversinet a written certificate warranting that it has complied with the foregoing obligations. 1. Customer Orders (a) Customer Agreements. The Parties acknowledge and agree that Reseller's Customers will acquire the Products and related services under contract with Reseller, that Diversinet shall not have any contractual interest in Reseller's Customer relationships. Prior to Reseller committing to provide any Products to a Customer, Reseller shall cause Customer to enter into purchase agreement(s) with Reseller with respect to each of the Products purchased by Customer (each, a Customer Agreement). Reseller agrees that it shall include terms and conditions in its Customer Agreements that are sufficient to protect Diversinet's interests as reflected in this Agreement, including, but not limited to, those terms set out in Schedule 4 hereto. Such Customer Agreements shall be subject to Diversinet's approval, which approval shall not be unreasonably withheld. Reseller shall use commercially reasonable efforts to ensure that all Customers abide by the terms of the applicable Customer Agreement(s). Furthermore, Reseller shall enforce its Customer Agreements against Customer when requested to do so by Diversinet. For greater clarity, Diversinet expects that the Reseller will include all of the points covered in Section 4 in its end user agreement. When the Reseller receives a customer order they will fax both the end user agreement and the details of the order to Diversinet and if the end user agreement contains all of the points outlined in Section 4 then Diversinet will approve the order and ship the required products to the Reseller. (b) Ordering Process. Reseller shall submit all orders to Diversinet for the applicable Products. Reseller's submission of orders to Diversinet shall comply at all times with Diversinet's reasonable procedures and requirements and are subject to acceptance by Diversinet acting reasonably. Reseller shall be solely responsible for all sales activity culminating in and including the procurement of fully-executed Customer Agreements and purchase orders specifying the Products and Services ordered and the specific number of tokens. 1. Delivery (a) Subject to Reseller's compliance with the terms and procedures set forth in this Agreement, Diversinet shall provide to Reseller or to Customers the Products properly ordered by Reseller and accepted by Diversinet in material compliance with the applicable terms hereof, notwithstanding any inconsistent or additional terms which Reseller includes in any Customer agreement. (b) Unless otherwise agreed to by the Parties, delivery of the Products shall take place via electronic transmission or by courier, and will take place within two (2) Business Days of a written request or purchase order for software and within five (5) Business Days for a standard appliance. Custom built appliances or software are subject to evaluation and delivery date will be communicated after assessment. Business Day shall mean 9:00 a.m. to 5:00 p.m. (Eastern Standard Time), Monday through Friday, excluding all statutory holidays observed in the Province of Ontario in Canada. Delivery will be F.O.B. Diversinet's facility. Reseller shall have fifteen (15) calendar days after the later of (i) the delivery of any of the Products by Diversinet; or (ii) any applicable evaluation period; to inspect the Products and ensure their substantial compliance with the corresponding documentation. Unless Reseller notifies Diversinet within such fifteen (15) day period that any of the Products fail to substantially comply with the relevant documentation, such Products shall be deemed accepted. In the event Reseller rejects any of the Products, Reseller shall give Diversinet written notice of rejection, specifying in reasonable detail the basis for such rejection. Diversinet will use commercially reasonable efforts to correct any nonconformance and re-deliver such Products to Reseller. 1. Reseller Covenants (a) Manner of Performance. Reseller shall: (i) use commercially reasonable efforts to market and sell the Products and Services to Customers; (ii) conduct business in a competent and professional manner that reflects favorably at all times on the Products and the goodwill and reputation of Diversinet; (iii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Diversinet or the Products, or to the public in general; (iv) not make any false or misleading representations with regard to Diversinet or to the Products; (v) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Diversinet or the Products or related services; (vi) not make any representation, warranties or guarantees to potential Customers or to the trade with respect to the specifications, features or capabilities of the Products that are inconsistent with published statements made by Diversinet; and (vii) comply with all applicable federal, state, region, and local laws and regulations related to the performance of its duties hereunder. (b) Reporting Requirements. Reseller shall, on a monthly basis, communicate to Diversinet information about Customers as reasonably requested by Diversinet including, but not limited to, Customer business, marketing, sales and technical information, installation, service delivery and on-going maintenance information. (c) Technical Expertise. Reseller and its staff shall be conversant with the technical language conventional to the Products and similar technologies in general, and will develop sufficient knowledge of the industry, of the Products and of products competitive with the Products (including specifications, features and benefits) in order to explain in detail to potential Customers and End Users the differences between the Products and competitive products and services. (d) Branding. Reseller may provide its own branding for the Products; however Reseller will include a powered by Diversinet tag or such similar identifiers as mutually agreed to by the Parties. Should Reseller require Diversinet to brand the Product, then such work will be done under a separate statement of work to be agreed upon in writing by the Parties. 1. Fees and Billing

(a) Rates. For the Diversinet Products sold or distributed by Reseller, Reseller shall pay Diversinet the applicable list price, in U.S. dollars, for such Product, less the applicable discount for each Product, all as set out in Schedule 3. Any reference to any amounts or currency in this Agreement means United States dollars or U.S. dollars. (b) Billing. Diversinet will invoice Reseller for applicable one time Token Fees and the upfront annual Validation and Support Fee upon setting up a master account for each Customer and pre-loading it with MobiSecure tokens. Other fees and charges payable under this Agreement will be invoiced to Reseller according to terms set out in this Agreement or any applicable schedules or attachments hereto. Reseller shall be responsible for payment to Diversinet of all invoiced amounts for Products and services provided by Diversinet at Reseller's request to Reseller, its Customers and/or End-Users. (c) Payment Terms. Invoices are due and payable within 30 calendar days from the invoice date or from when the amount is due, whichever is later. (d) Late Charges and Taxes. All overdue amounts shall bear interest at the rate of 1% per month (12% per annum, simple interest), or the highest rate allowed by applicable law, whichever is less, until paid in full. Interest shall accrue on a daily basis. Fees do not include any sales, transfer, use, property, value added and other taxes, or any customs duties, tariffs or other governmental charges, all of which (if any are due and have been incurred within the Territory) are assumed and payable by Reseller (except for taxes imposed on Diversinet's net income). Providing proof of an exemption from any such duty, tax or charge is the responsibility of Reseller. Diversinet acknowledges and agrees that Reseller shall withhold any applicable non-resident withholding taxes from any amount owing hereunder and remit such taxes to the applicable federal taxing authority without provision for gross-up, if Diversinet becomes a non-resident of Canada or assigns the Agreement to a non-resident of Canada and if Diversinet does not provide Reseller with an appropriate exemption thereto. (e) Network Charges. The Customer or End User shall at all times be responsible for all mobile network data, roaming or airtime charges, SMS related charges, application certification charges or marketing costs and any other fees or levies related to the cellular or wireless network over which the Products are offered and/or provisioned, as well as Customer's own Internet access fees (collectively, the Network Charges). None of the fees chargeable hereunder include any Network Charges and Reseller shall ensure that Customer shall indemnify and hold harmless Diversinet and Reseller against any such Network Charges that may be levied against them for the operation of the Products. 1. Training and Consulting (a) Diversinet will arrange for the initial personal technical and sales instruction of up to three (3) Reseller personnel for up to five (5) days in learning the functions, installation, integration, operation and maintenance of the Products. Such instruction shall take place in Diversinet's corporate headquarters and expenses of the Reseller personnel incurred for attending such initial instruction shall be paid by Reseller. There will be no charge for this initial training. Thereafter, Diversinet will make available to Reseller standard Product training courses generally offered by Diversinet at the list price. (a) Upon Reseller's request, Diversinet will provide Reseller with pre-sales consulting and post-sales consulting at the Diversinet's standard rates. Post-sales consulting will be provided under a separate services agreement to be entered into by the Parties, which shall include specific statement(s) of work. (b) Statements of Work (SOW). Fees for any future development services shall be as agreed to by the Parties in an SOW. Reimbursable expenses agreed to by Reseller shall be paid by Reseller within thirty (30) days of Diversinet's documented invoice. Diversinet shall offer to perform such work at Diversinet's then standard daily rate (currently at $1,500 per day). Reseller hereby agrees and acknowledges that Diversinet shall own all code, documentation and modifications to the code or documentation, and all copyrights, trade secrets and other intellectual property rights with respect to any such code or documentation. Diversinet hereby agrees and acknowledges that Reseller owns any and all intellectual property rights with respect to any Reseller-specific private label associated with the software. 1. Support (a) Services. Diversinet may provide, upon written agreement between the parties, the server hardware, physical environment, including physical security, HVAC and power for the server hardware, all as required to provide the Products as described in Schedule 2. Diversinet may also provide internet connectivity, by being responsible for network operation and availability from the public Internet up to the termination cables at the network interface card on the server hardware. Diversinet shall use commercially reasonable efforts to maintain connectivity, through the public Internet, between the server hardware and the wireless network operators or other network on which an End User's device operates. Diversinet specifically excludes any responsibility for any connectivity between a network operator and a wireless device, including any SMS, SMTP, or other connectivity. The products, their related service objectives and each Party's related responsibilities in respect thereto are to be more fully described in a separate agreement. (b) Service Term. During the Term, and subject to Reseller's payment of the annual Support Fees, Diversinet will provide support for the Products in accordance with the terms set out in Schedule 5. Furthermore, Diversinet will support the existing Reseller trial including Apple App Store submission until December 31, 2010. Diversinet will support the Reseller certification with Canada Health Infoway, at no additional cost, until December 31, 2010. (c) Standard Support. Reseller's Customers will be responsible for first level support to End-Users. Reseller will be responsible for second level support to its Customer. Diversinet will provide third level support to Reseller. Diversinet will accept electronic mail messages via the Internet using SMTP compliant software (E Mail) addressed to: support@diversinet.com, from Reseller with questions regarding the functions of the Products, as well as questions about how to make full use of the software (Support Questions). If second level support is not being provided by the Reseller, Diversinet may, at its sole discretion, provide additional support to Reseller. In these cases, Diversinet may charge the Reseller for support services or reduce the product price discount provided to Reseller. Reseller's Support Questions must be referred to Diversinet by a single person, designated initially as Primary Technical Support Contact (Primary Contact) set out in Schedule 1, unless Diversinet is notified in writing of an alternate technical support contact (Alternate Contact). The names and e-mail addresses of up to four (4) Alternate Contacts (along with the name of the particular project or department) shall be designated in a list provided by the Primary Contact via E Mail at support@diversinet.com. All Primary Contacts and Alternate Contacts (collectively, Contacts) must be members of the designated project or department. It is Reseller's responsibility to provide

Diversinet with an initial list of Contacts and to keep that list current in order to receive timely service. (d) Updates. During the Term, Diversinet will provide updated versions of the Products (Updates). Updates shall be designated by a version number with a higher number to the right of the decimal point (e.g., version 1.4 is an Update to version 1.2), but do not include New Releases or Custom Releases (which are designated with a higher number to the left of the decimal point, or at the end with a letter, respectively). Prior to delivering any Updates, Diversinet may require Reseller to sign a revised schedule if any additional grants or licenses are required for an Update. (e) Internet Access. Diversinet may provide, at no additional cost, access to Diversinet's Internet-based Frequently Asked Questions (FAQ's) archives, a defect 'fix' list, or a private discussion forum available to all Products support customers, which will be moderated by Diversinet's engineers when available. (f) Beta Versions. Diversinet may provide Reseller with access to Beta Test versions of Updates to Products as described in paragraph (d) above. (g) Update Input. Diversinet will give special consideration to Reseller's feature requests for future versions of the Products. 1. ASP Sales The Reseller may sell the Products as an Application Service Provider (ASP) sales model. Under an ASP model, the Reseller shall provide the Products through computer-based services to End Users over a network. The Reseller shall be responsible for providing, at the Reseller's sole cost and expense, the infrastructure, network, hosting environment, support and/or website. Reseller warrants and guarantees that Diversinet shall have no obligations, representations or guarantees to the End User for sales made by the Reseller under an ASP sale. 2. Confidential Information (a) Reseller agrees that all software, documentation and materials provided with the Products and all information contained therein is owned by Diversinet. The Parties agree that any other information of a confidential or proprietary nature provided by one Party to the other from time to time, whether marked as Proprietary, Confidential, Secret or any other designation implying confidentiality, is owned by the disclosing Party (all such information hereafter, collectively Trade Secrets). Both Parties shall treat the other Party's Trade Secrets with the same care as they treat their own confidential information of a like nature, but in no case shall the receiving Party use less care in handling the Trade Secrets than would be reasonable under the circumstances. The Parties agree not to make the other Party's Trade Secrets available in any form to any third party, or use the other Party's Trade Secrets for any purpose other than as set forth in this Agreement or as authorized by the other Party in writing. The Parties' obligations under this subsection shall survive the termination or expiration of this Agreement. (b) General Exclusions: The Parties' obligations set out in this section shall not apply to any information which is: (i) rightfully in a Party's possession before receipt from the other Party; (ii) independently developed by a Party without reference to the other Party's Trade Secrets; (iii) approved for release by written agreement with the other Party; (iv) rightfully in the public domain; (v) disclosed by requirement of a governmental agency or third party as expressly required by operation of law, regulation or court order. The disclosing Party shall promptly notify the other Party of the pending disclosure to allow the other Party to seek a protective order; or (vi) lawfully disclosed to a Party by a third party without an obligation of confidentiality to the Party. (c) It is expressly agreed that a violation of this section will cause irreparable harm to the owning Party and that a remedy at law would be inadequate. Therefore, in addition to any and all other remedies available at law, the owning Party shall be entitled to seek (without posting of a bond) preliminary, injunctive, emergency or equitable relief in the event of any actual or threatened violation of any or all of the provisions hereof. 3. Audit During the Term and for seven (7) years after the expiration or termination of this Agreement, or such longer period as required by applicable law, Reseller agrees to maintain complete books, records and accounts relevant to the computation of and accounting for the amounts payable under this Agreement. Reseller agrees to allow Diversinet or its agents and representatives the right to examine and audit such books, records and accounts during Reseller's normal business hours for no more than once per calendar quarter upon reasonable notice. If such examination reveals a deficiency in any amounts paid, Reseller agrees to pay any such deficiency forthwith upon demand, plus interest calculated in accordance with Section (Late Charges and Taxes) above and, if in excess of 5%, the cost of the audit incurred by Diversinet. 4. Limited Warranty EACH PARTY DOES NOT WARRANT TO THE OTHER THAT THE MATERIALS IT PROVIDES IN CONNECTION WITH THIS AGREEMENT WILL MEET THE REQUIREMENTS OF THE OTHER PARTY OR ITS CUSTOMERS, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. Diversinet warrants as follows: (a) Each of the Products operates in substantial accordance with its documentation (Operation Warranty). With respect to the Operation Warranty, Reseller's sole remedy, and Diversinet's sole obligation, shall be to cause the Product to operate substantially in accordance with its documentation in a timely manner. All Products shall be virus-checked prior to delivery to Reseller. (b) The services provided under this Agreement shall be performed in a timely and professional manner by personnel (Personnel) and in all material respects in accordance with the requirements set forth here in Schedule 5 (Service Level Agreement). Personnel shall be appropriately trained in the performance of such services under this Agreement and shall meet those standards generally observed by reputable and competent members of the same industry providing similar services. c) Diversinet shall ensure that there collectively is a sufficient number of employees and personnel assigned and available during the term to provide the services in accordance with the service levels and the standards and other terms and conditions of this Agreement.

(d) Diversinet shall exercise professional and good judgement in carrying out and performing its obligations under this Agreement. (e) The Products do not contain any virus, Trojan horse, worm, trapdoor, backdoor, malicious code or other code or device designed to interfere with proper use of the Software or cause harm or injury. (h) As of the Effective Date, to the best of its knowledge, none of the Products infringes upon any third party's patent rights (Limited Patent Warranty). EXCEPT AS EXPRESSLY SET FORTH ABOVE, DIVERSINET PROVIDES THE PRODUCTS, DOCUMENTATION AND OTHER RELATED SERVICES (COLLECTIVELY, THE BUNDLED PRODUCT) TO RESELLER AS IS WITHOUT WARRANTY, MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY OTHER WARRANTIES OF PERFORMANCE, AND IMPLIED WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE BUNDLED PRODUCTS, EITHER AS A UNIT, OR AS INDIVIDUAL PARTS. EXCEPT AS ABOVE SET FORTH, DIVERSINET SHALL BEAR NO RISK AS TO THE PERFORMANCE OF THE BUNDLED PRODUCT, AND ALL RISK IS TO BE ALLOCATED BETWEEN RESELLER AND IT CUSTOMERS AND END-USERS, OR ANY OTHERS WHO USE THE BUNDLED PRODUCT (USERS). EXCEPT AS ABOVE SET FORTH, SHOULD THE BUNDLED PRODUCT PROVE DEFECTIVE, DIVERSINET SHALL NOT BEAR ANY COST WHATSOEVER FOR ANY SERVICE, REPAIR OR CORRECTION TO ANY PARTY. USERS SHALL BE SOLELY RESPONSIBLE FOR ADEQUATELY PROTECTING DATA USED IN CONNECTION WITH THE BUNDLED PRODUCT. EXCEPT AS ABOVE SET FORTH, DIVERSINET SHALL NOT BE RESPONSIBLE FOR LOST DATA, RERUN TIME, INACCURATE INPUT, WORK DELAYS OR LOST PROFITS, LOSS OF SECURITY FOR PROPRIETARY DATA OR ANY OTHER INJURIES OR DAMAGES RESULTING FROM USE OF THE BUNDLED PRODUCT. Neither Diversinet, nor its subsidiaries, nor their respective directors, officers, employees, agents, assignees, co-developers, servants and contractors, nor the Reseller has any right to make any other representation, warranty or promise of any kind with respect to any of the Products. This Agreement does not, in itself, grant any patent license or patent right of any manner or kind. Reseller will be solely responsible for determining which patent rights it may need to use the Products and for obtaining such licenses, where applicable. So long as the terms of this agreement are respected, Diversinet agrees that it will not bring any suit, claim or demand against Reseller, its Customers or End-Users for breach of Diversinet's patent rights in the Products, if any. 5. Limitation of Liability and Damages (a) EXCEPT TO THE EXTENT DIRECT FORESEEABLE DAMAGES, IN NO EVENT SHALL DIVERSINET BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY COMMERCIAL DAMAGES OR LOSSES) AS A RESULT OF THE USE, SALE OR DISTRIBUTION OF THE BUNDLED PRODUCT, WHETHER BY WAY OF A LEGAL THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF DIVERSINET HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. (b) RESELLER WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THE LAW OF THE TERRITORY OR OTHERWISE, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR DIVERSINET TO ENTER INTO THIS AGREEMENT AND THAT DIVERSINET WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY AS SET FORTH HEREIN. (c) The availability of the MobiSecure™️ Strong Authentication service depends on many factors, including Customer's connection to the Internet, End Users' connection to the Internet, the availability of the Internet and the Internet backbone and equipment that, by its nature, is not fault tolerant. Diversinet does not and cannot control the flow of data to or from Diversinet's network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inaction of such third parties can impair or disrupt Customers' connections to the Internet (or portions thereof). Although Diversinet will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Diversinet cannot guarantee that such events will not occur. Accordingly, Diversinet shall have no responsibility for any failure to meet the requirements hereunder, with respect to performance issues, including without limitation: (i) caused by factors outside of Diversinet's reasonable control; (ii) that result from any actions or omissions of Customers, End Users or any third parties; (iii) that result from Customers' equipment and/or third party equipment (not within the sole control of Diversinet); (iv) caused by any act or failure to act by Customer or as a result of any Third Party Software. (d) NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL DIVERSINET'S LIABILITY RELATING TO THIS AGREEMENT (OR THE BUNDLED PRODUCT) EXCEED ONE HUNDRED PERCENT (100%) OF THE AGGREGATE AMOUNT OF THE LICENSE FEES, ROYALTIES AND SUPPORT FEES PAID BY RESELLER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE ALLEGED LIABILITY ON THE PART OF DIVERSINET. (e) The limitations set forth in Section 15(a), (b), (c), (d) and (e) shall not apply in respect of (i) breach of confidentiality obligations; (ii) breach of privacy provisions as detailed in Schedule 6; (iii) the intellectual property indemnity; (iv) any Abandonment committed by Diversinet; or (v) any willful gross misconduct (including fraud). Abandonment means Diversinet's cessation or suspension of, or refusal to perform, its obligations under this Agreement, and such cessation, suspension or refusal (i) was knowingly intended by Diversinet to cause harm to Reseller, and (ii) was not the result of a termination of this Agreement by Diversinet in accordance with Section 4 (Termination). 1. Indemnification (a) Reseller Indemnity. Reseller shall indemnify and hold harmless Diversinet and/or any of its directors, officers, agents, employees, contractors, parent companies, affiliates, and/or subsidiaries (collectively, the Diversinet Parties) from and against any claim, suit or proceeding by a third party based on or arising out of (i) the acts or omissions of Reseller in connection with its performance or failure to perform any other obligations in this Agreement or any agreement with a Customer, and (ii) any unauthorized representation or any misrepresentation of fact to any third party with respect to one or more of the Diversinet Parties or Products made by Reseller or any director, officer, agent, or employee of Reseller, provided that:

(i) Diversinet promptly notifies Reseller in writing of any such claim and Reseller has sole control of any related investigation, defense and settlement negotiations; and (ii) Diversinet fully cooperates with Reseller, at Reseller's expense, in defending or settling such claim. (b) Infringement Indemnity. Diversinet shall diligently defend, indemnify and hold Reseller harmless, at its own expense, any action, loss, cost or expense brought against Reseller to the extent that it is based upon a claim that Reseller's use of the unmodified Products as permitted herein infringes upon a third party's intellectual property rights, and will pay the resulting costs, damages and legal fees finally awarded against Reseller through settlement, judgment, arbitration, mediation or otherwise in such action that are attributable to such claim, provided that: (i) Reseller promptly notifies Diversinet in writing of any such claim under patent law and Diversinet has sole control of any related investigation, defense and settlement negotiations; and (ii) Reseller fully cooperates with Diversinet, at Diversinet's expense, in defending or settling such claim. (c) Should any of the Products become, or in Diversinet's sole opinion is likely to become, the subject of any third party intellectual property infringement claim, Reseller shall permit Diversinet, at Diversinet's sole option and expense, to: (i) procure for Reseller the right to continue to use such Product; or (ii) modify such Product so that it becomes non-infringing; (d) Diversinet shall have no liability for any claim based upon: (i) use of other than a current or the last prior release to the current unaltered version of the Products; or (ii) use, operation or combination of the Products with non-Diversinet programs, data, equipment or documentation in a manner not reasonably contemplated by this Agreement, if such infringement would have been avoided but for such uses, operation, or combination; or (iii) Reseller's or its agent's activities after Diversinet has notified Reseller that such use may result in infringement provided that the Reseller has been provided with access to an updated version that would not be infringing. (e) THE FOREGOING STATES OUT THE ENTIRE LIABILITY OF DIVERSINET, AND THE SOLE AND EXCLUSIVE REMEDY OF RESELLER AND END-USER, WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS. 2. Escrow Agreement The Parties agree to execute an escrow agreement, within 90 days of the Effective Date, with a nationally recognized escrow agent with respect to the source code for the Products and name Reseller as a beneficiary. Diversinet will then immediately send a copy of the escrow agreement to Reseller for its counter-signature. Diversinet shall, at least annually, deposit the source code in the escrow account. Costs associated with the escrow agreement shall be borne by Reseller. Reseller will be provided with a copy of any deposit correspondence and escrow agent's acceptance thereof. The escrow agreement shall provide, among other terms, that the source code shall be released to Reseller if any of the following events (collectively the Release Conditions) occurs: (i) Diversinet ceases to support services at levels as stated in Schedule 5 under this Agreement that is not remedied within sixty (60) days after receipt of written notice of such failure; (ii) Diversinet makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or Diversinet becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes; or (iii) Diversinet suspends or ceases to carry on its business and a receiver, trustee or assignee does not carry on the business. 3. Non-Solicitation During the Term, the Reseller agrees that it shall not induce any person employed by Diversinet to leave Diversinet's employ to become an employee of Reseller or its agents or contractors. 4. Relationship Nothing in this Agreement shall be construed so as to create a joint venture, partnership, employer/employee, franchisor/franchisee or principal/agent relationship between the Parties. Reseller and Diversinet are independent contracting parties. Neither Reseller nor its employees, consultants, contractors or agents have any authority to bind Diversinet by contract or otherwise to any obligation. 5. Choice of Forum This Agreement shall be governed by the laws of the province of Ontario, Canada, without regard to its conflict of laws principles. Any litigation or other dispute resolution between the Parties relating to this Agreement or its construction shall take place in the courts of Toronto, Ontario, Canada. The Parties consent to the personal jurisdiction of, and venue in, the provincial and federal courts therein. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. No action against Diversinet regardless of form, including negligence, arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by Reseller more than two years after the cause of action has accrued. 6. Assignment Without the express prior written consent of Diversinet (not to be unreasonably refused), Reseller may not assign this Agreement or its interest herein in whole or in part but Reseller shall continue to be responsible should the assignee fail to perform. Diversinet may assign this Agreement at any time and in such event, this Agreement shall continue in full force and effect as if the assignee were named as the licensor in the first instance but Diversinet shall continue to be responsible should the assignee fail to perform. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. 7. Interpretation

This Agreement, including all Schedules, attachments and addenda, is the entire agreement constituting the complete and exclusive statement of the terms and conditions between the Parties with respect to the subject matter hereof, and cancels and supersedes all previous negotiations, commitments, writings and agreements that the Parties may have entered into. The Parties acknowledge that they have read this Agreement, understand it and agree to be bound by its terms and conditions. Except for Diversinet's unilateral right to update certain Schedules as specifically set out in such Schedules, any subsequent waiver or modification of this Agreement or any part hereof shall only be effective if in writing and signed by both Parties. No delay or failure to enforce any right under this Agreement shall be considered a waiver of that Party's rights to thereafter enforce each and every right and provision of this Agreement. In addition, headings set out in this Agreement are an organizational aid, not a substantive part of this Agreement, and are not intended to limit or expand the language of each section. Any person signing this Agreement (or any later modifications or addenda) on behalf of Reseller warrants that he or she has the authority to bind Reseller. Time shall be of the essence of this Agreement. 8. Attorney Fees The prevailing Party (as determined by the finder of fact) in any law suit or other dispute resolution to enforce or interpret any part of this Agreement shall be entitled to recover, as a costs of suit, reasonable attorney's fees as determined by the finder of fact (including, but not limited to, costs, expenses and fees on appeal). 9. Severability If any part of this Agreement shall be found invalid or unenforceable by a court of competent jurisdiction, said portion shall be severed from the Agreement, and the remainder shall be interpreted so as to reasonably effect the intention of the Parties. Any limitation of liability, disclaimer of warranties and exclusion of damages set out in this Agreement are expressly intended to exist independently from, and to be severable from, this Agreement. 10. Force Majeure Neither Party shall in any circumstances be liable to the other for any loss of any kind whatsoever including, but not limited to, any damages or abatement of charges whether directly or indirectly caused to or incurred by the other Party by reason of any failure or delay in the performance of its obligations hereunder which is due to circumstances beyond the reasonable control of the affected Party, including, without limitation, acts of God, acts of terrorism, fire, flood, strike, labour disputes, civil, commercial sabotage, statute order or any regulation of any government public or local authority. 11. Compliance with Laws The Products include software (Software) that is commercial computer software developed at private expense, and in all respects is proprietary data belonging solely to Diversinet or its suppliers. Reseller shall comply with all applicable export and import control and other relevant laws of any applicable jurisdiction. Determination of the applicable law is Reseller's responsibility. Reseller understands that the Products utilize cryptographic products that are highly regulated. 12. Publicity The Parties shall use commercially reasonable efforts to issue a joint press release concerning this Agreement after the execution hereof. Any further use of the other Party's name or logo in any publicity materials is prohibited without such other Party's prior written consent, which consent shall not be unreasonably withheld. 13. Notices Any notice, demand, or communication between the Parties shall be deemed given and received: (i) when personally delivered; (ii) when transmitted by facsimile with proof of transmittal; or (iii) five (5) days after deposit (properly addressed with postage prepaid) with the postal service for registered/certified mail. The addresses and contact information may be changed at any time by giving written notice as allowed under this section. Reseller's address and contact information are as set out in Schedule 1. Address and contact information for Diversinet are as follows: Diversinet Corp. Attention: Chief Financial Officer 2235 Sheppard Avenue East, Suite 1700 Toronto, Ontario, Canada M2J 5B5 Phone: 416-756-2324 Fax: 416-756-7346 14. Survival Any terms or conditions of this Agreement by which obligations of either Party are expressed to be applicable or which extend or may extend beyond termination of this Agreement shall survive the expiration or termination hereof. 15. Language This Agreement shall be interpreted consistent with its English linguistic construction, and all communications between the Parties shall be deemed to be conducted in the English language. Reseller will be responsible, at its own cost and expense, for any language and documentation localization for the Territory. 16. Counterparts This Agreement may be executed in two or more counterparts, by original or facsimile transmission, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same document. IN WITNESS WHEREOF the Parties have signed this Agreement, as of the date first written above, by their duly authorized representatives. 2205925 Ontario Limited DIVERSINET CORP.

Signature:__________________________________ Signature:__________________________

Print Name: Dr. Wendy Graham Print Name: Albert Wahbe

Title: President Title: CEO

Schedule 1 Reseller Information

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Date Signed_________________________________ Date Signed________________________

Name 2205925 Ontario Limited

Street Address 111 Main Street West, Suite 304

City North Bay, ON

Country Canada

Zip/Postal Code P1B 2T6

Billing Address (if different from above) Shipping Address (if different from above) Telephone Facsimile Person Signing Contract Dr. Wendy Graham

E-mail Address drgraham@vianet.ca

Primary Technical Support Contact Address and Contact Information for Notice section in the Agreement

Schedule 2 Products Unless otherwise agreed to by the Parties, the Products shall mean the following: 1. MobiSecure®️ Wallet and Vault MobiSecure®️ Vault server allows subscribers to securely store and manage their personal data and other information, select the information to be downloaded to their mobile devices and share it with others via email, fax or SMS messaging. The MobiSecure®️ Vault server is designed to host and manage a variety of different types of personal information e.g. financial, health, identities and passwords. It provides a framework for administrators to define and customize the information to be hosted and managed and supports a plug-in architecture and web service interfaces to allow for rapid integration with external information, payment and messaging systems. MobiSecure®️ Wallet application works in conjunction with the MobiSecure®️ vault server. It is designed to run on desktop computers and mobile platforms including Java based phones, RIM Blackberries®️, Microsoft Windows Mobile®️, iPhone, Android and BREW devices. The Wallet application provides offline and online access to personal information. Information is stored in the device for instant and offline access securely using a patented technique. The information is synchronized automatically or upon user's request with the vault server using a secure data synchronization protocol. Users may use the wallet application to access their information instantly when they are traveling, retrieve additional information from the vault server or send their information to others via email, SMS or fax. The wallet application includes an embedded software One-Time-Password (OTP) token to allow for secure and easy access to the vault server using dynamic password based authentication. The MobiSecure®️ Wallet SDK and MobiSecure®️ Vault API allows customers and third party developers to build secure mobile applications by leveraging Diversinet's Wallet secure container services. Applications features and benefits (utilizing Wallet and Vault) include: Patient Portal The Patient Portal is a set of web pages designed to permit patients to display, add, delete and update information pertaining to their demographics, attending physicians, chronic conditions, allergies, immunizations and messages received from registered doctors and clinical staff. The Physician's Tool This is a windows based application which permits doctors and authorized 'circle of care' workers to access patient records stored in the information repository. These users may add, delete or update the patient records and may also 'Validate' existing records. Validation consists of marking the records as 'Validated' and making them read only from that point to maintain record values that the physician has agreed to by validating the record. The Physician's Tool also can create and display secured messages to the patient which will be protected by the Diversinet MobiSecure®️ Health platform. The tool can also display a complete record of messages sent to the patient with associated time and date of acknowledgment from the patient. The administrator users of the tool can also add and delete doctors and other circle of care worker accounts in order to administer the operation of the clinical side of the Diversinet Platform. Message Manager The Message Manager is a tool used to collect and display incoming patient messages to the clinic and answer's to previously sent questions from the clinic. The Message Manager permits the user to prepare reply messages as well as automatically preparing an audit trail of all display and reply activities. Message Generator The Message Generator is an extension of the messaging tool in the Physician's Tool above, used to create user reminder messages based upon reminder criteria and the user records in the repository for recurring action requirements. Examples include recurring tests (i.e. PAP, colonoscopy, recurring blood work supporting medications), reminders about health and lifestyle choices, medication reminders.) 2. MobiSecure®️ Strong Authentication MobiSecure®️ Strong Authentication is a fully automated, OATH-standards based strong authentication server product. It is available as a fully configured appliance or a packaged software product and is designed to be easy to deploy and easy to use for high-volume Internet or wireless- based strong authentication. Its supported clients operate on mobile phones, personal computers, USB stick and can also be embedded into microchip or smart card technologies. The system supports Over-the-Air and Over-the-Web MobiSecure SoftToken delivery. The same system also supports the MobiSecure Validation Server for ongoing one-time password (OTP) validation for user authentication. MobiSecure Strong Authentication components are: The MobiSecure®️ Strong Authentication Platform contains the following components: 1. MobiSecure Provisioning Server 2. MobiSecure Validation Server 3. MobiSecure SMS Server 4. MobiSecure Registration/Administration Server 5. MobiSecure SoftToken Client MobiSecure®️ SoftToken: MobiSecure SoftToken is a client-side software token that is available as a Mobile SoftToken or as PCToken. It can be easily delivered, downloaded and embedded into a user's personal computer, PDA or mobile phone. It performs basic functions for managing and generating one-time password values. The client-side software token is easily delivered, downloaded and installed into a user's device. MobiSecure®️ SoftToken supports both time based and event based one-time passwords. Event based one-time passwords expire once they are used and are no longer valid. Time based one-time passwords expire once they are used or the valid time period elapses, whichever comes first. MobiSecure®️ SoftToken can be embedded into customer client applications using SDK's for mobile platforms and Windows PC. Key features of

the MobiSecure®️ Strong Authentication Toolkit are listed below: 1. Lightweight library allows for a modular implementation- use only the components you need 2. Client API available in C and Java programming languages for software clients a. Allows organizations to develop their own clients or integrate with existing applications b. DLL provided for rapid development on Microsoft Windows platform 3. Server API a. SPML interface for integrating enterprise applications b. SPML Java client libraries for rapid integration c. Free Radius interface to OTP Validation Server 3. MobiSecure®️ SMS Messaging MobiSecure®️ SMS Messaging leverages the familiarity and popularity of SMS messaging to create a secure messaging solution that utilizes state of the art AES encryption technology to securely transmit and receive SMS messages. Messages can be both 1-Way (Push) based and 2-Way (Pull or Push-Pull) based between mobile users and backend server applications. Unlike traditional SMS service, MobiSecure®️ SMS Messaging subscribers will automatically receive message delivery and read confirmations on their mobile device. The MobiSecure®️ SMS Messaging solution offers a fully integrated secure gateway environment. This simplifies and eliminates extensive integration efforts with multiple gateways globally. High-level APIs, allow for the submission of text messages from a third party application or directly from the handset itself.

Schedule 3 Territory, Sales Targets, Prices and Discount Annual Minimum Commitment (Annual Minimum Commitment or AMC). During the Term of the Agreement, Reseller shall pay to Diversinet an Annual Minimum Commitment, payable as follows: a) A total of four hundred thousand ($400,000) dollars shall be paid by Reseller to Diversinet as of the Effective Date. b) A total of seven hundred thousand ($700,000) dollars shall be paid by Reseller in quarterly instalments of $175,000 to Diversinet on each of December 1, 2011, March 1, 2012, June 1, 2012 and September 1, 2012. c) A total of one million ($1,000,000) dollars shall be paid by Reseller in quarterly instalments of $250,000 to Diversinet on each of December 1, 2012, March 1, 2013, June 1, 2013 and September 1, 2013. d) A total of one million three hundred thousand ($1,300,000) dollars shall be paid by Reseller in quarterly instalments of $325,000 to Diversinet on each of December 1, 2013, March 1, 2014, June 1, 2014 and September 1, 2014. e) A total of one million six hundred thousand ($1,600,000) dollars shall be paid by Reseller in quarterly instalments of $400,000 to Diversinet on each of December 1, 2014, March 1, 2015, June 1, 2015 and September 1, 2015. AMC Tokens. For each contract year that the AMC applies, Diversinet shall deliver to Reseller the number of End User licenses equal to the contract year AMC divided by twenty-four (24) in satisfaction of the AMC. For the first contract year, the applicable service license fees for the Mihealth pilot production shall be deducted from the AMC. There is no carryover of the AMC from one year to the next. AMC Termination. After the first year and upon 180 days written notice, Reseller may terminate the AMC. Termination of the AMC by Reseller shall eliminate any exclusivity of the Reseller in the Territory. Territory Assuming that the AMC amounts have been paid and the Reseller has not terminated the AMC, Reseller shall have the exclusive right to contract with Canadian head quartered companies and governmental and broader public sector entities located in Canada (the Territory). Furthermore, Reseller will have the non-exclusive right to contract in the rest of the world, excluding the United States. Sales Targets After AMC termination, Reseller shall generate at least the following amount of new sales of the Products in each contract year (for the purpose of this Schedule 3, a contract year shall be each 12-month period commencing after the termination by Reseller of the AMC). New sales are defined as the aggregate amount of all Product sales and Support Fees paid by Reseller pursuant to pricing set out below, inclusive of any applicable discounts and exclusive of applicable taxes. If Diversinet materially reduces Reseller's Territory, the Parties shall negotiate and, acting reasonably, adjust Reseller's sales targets. Contract Year 1: $750,000 (quarterly targets at of annual amount) Contract Year 2: $1,000,000 (quarterly targets at of annual amount) Contract Year 3: $1,250,000 (quarterly targets at of annual amount) Contract Year 4 onward: $1,500,000 (quarterly targets at of annual amount) Product Prices and Discount: Diversinet maintains a product price list that details the products available and the list price. The product price list is incorporated by reference to this Agreement. The Product List Price is subject to change by Diversinet upon provision of at least thirty (30) days' written notice to Reseller. Reseller shall be entitled to the following discount to the following Diversinet's standard pricing: Discount % For annual revenues < $1m 30% For annual revenues > $1m and <$2m 40% For annual revenues > $2m 50% Product Price List Terms and Conditions y Price proposals are valid for 30 days and subject to change by Diversinet at its sole discretion y All prices are expressed in United States dollars y Prices do not include any applicable taxes y Prices do not include shipping and additional charges y Support and maintenance fees are 20% of the server license fee, payable annually in advance after the first year and include: patch, maintenance and major release updates, Diversinet online technical support and email/phone technical product support from Monday- Friday, 9:00a.m.-5:00p.m., excluding statutory holidays y Optional maintenance and level 2 support and training is available at $1,500 per person day (excluding travel and out-of-expenses) y Professional services are available at $1,500 per person day (excluding travel and out-of-expenses) SCHEDULE 4

CUSTOMER TERMS & CONDITIONS

Reseller agrees to include terms and conditions in its Customer agreements that are reflective of the following:

(a) the Customer is granted a non-exclusive, non-transferable and non-assignable right to use the Products solely for their intended use; (b) the Customer may not reverse engineer, decompile, alter, transfer, modify or create a derivative work of the Product; (c) no ownership rights to the Products and documentation are transferred to the Customer; (d) the Customer may not use the Products otherwise than as a part of the equipment, hardware or software in which any Product has been incorporated or for which it has been delivered;

(e) the Customer may not remove any proprietary, copyrights, trade secret or warning legend from any Products or documentation or copies thereof; (f) the Customer may not furnish the Products or documentation into any country in violation of any export control laws or regulations. The Reseller's agreements with its Customers shall also contain disclaimers of warranties and limitations of liabilities with respect to the Products and documentation at least as restrictive as those set forth in this Agreement. SCHEDULE 5 Service Level Agreement 1. Overview. This Support Plan Schedule (SLA) details the terms for technical support provided by Diversinet during the term of this Agreement to the Reseller's Technical Support team, provided however, Reseller is current with payment of all fees. The Reseller's Subscribers shall interface with the Reseller Technical Support only. The Reseller Technical Support shall escalate product issues of a certain severity and above to Diversinet Technical Support. This SLA specifically addresses: (i) the service levels definition, measurement and minimum service standard in effect for the product, and (ii) technical support definition, availability and response timeframes. 1.1 Reseller Technical Support Escalation Path Around Product Issues 1.a.1 Subscriber call arrives at the Reseller Level 1 Support: the Reseller Level 1 Support will open a trouble ticket and attempt to resolve the issue. If no resolution, trouble ticket escalates to the Reseller Level 2 Support. 1.a.2 Level 2 Support attempts to resolve the Subscriber trouble ticket utilizing documentation, tools and procedures provided with the product. If Level 2 Support can't resolve the problem, Level 2 shall make a judgment call as to whether this appears to be a Subscriber problem or a Diversinet product related problem. Level 2 will escalate the trouble ticket to the Reseller Engineering Maintenance and Escalations. (EME). 1.a.3 The Reseller's EME will investigate. If this is indeed a Subscriber related problem, EME will be responsible for resolution. If EME determines this is actually a Diversinet Software issue, EME will send the trouble ticket back to Level 2 for dispatch to Diversinet. Level 2 Support will escalate the trouble ticket to Diversinet for resolution. Level 2 Technical Support still owns the Subscriber relationship. Anyone in Reseller Level 2 Technical Support can escalate to Diversinet. 1. Diversinet Support Service Availability. Technical Support Availability. Diversinet Technical Support will be available to accept and respond to problem calls or email from Reseller's Technical Support from 9:00 am - 5:00 pm Eastern Standard Time (US), 5 days a week (Monday through Friday), 52 weeks a year, excluding United States and Canadian national holidays. During such hours, technical support calls or email will be answered immediately by the support staff. Diversinet will provide a phone option to speak directly to a trained technical support representative. Diversinet will make the reasonable commercial effort to answer promptly to calls. 2.1 Diversinet Contact information

2.2 Reseller Contact information

2.3 Response Time Response Time shall mean the time it takes to respond to a request specific to the Severity (defined below) of the incident as described below. In the event the response time is not met the incident shall be escalated as described below. Escalation of Incident: Definitions of Severity levels Severity 1 Problems. Severity 1 Problems generally include any events that have a significant impact on the operations of the system and have an impact on Subscribers' use of the Software, such as: y

Designation Name (if applicable) Direct Tel. No Cell Tel E-Mail

Technical Support N/A 416 756 2324 x 300 N/A support@diversinet.com

Technical Support & Escalation Manager Charles Blair 416 756 2324 x 234 416 562 1773 cblair@diversinet.com

TS VP David Annan 416 756 2324 x 232 416 587 0108 dannan@diversinet.com

Designation Name (if applicable) Direct Tel. No Cell Tel E-Mail

Technical Support & Escalation Manager

TS VP

System or application is down or unavailable; transactions can't be processed. y Any event that significantly disrupts or threatens to disrupt service levels of the Software due to errors in the software, tools or system configuration provided by Diversinet. y Any online application outage that significantly impacts the online availability and service level of the Software. y Consistent degradation of performance (response time or function) that significantly impairs the Software. y Any repeating unresolved incidents that have significant impact on the operations of the Diversinet Based Service or Subscribers' use of the Software.

y Resolution may involve software changes, configuration modifications, operating procedure changes or 'workarounds'. Resolution shall be defined as a situation wherein the system is restored to a state wherein the effective outage is relieved. Severity 2 Problems. Severity 2 Problems generally includes any events (other than Severity 1 Problems) that adversely affect the operation of the Diversinet Based Service or the User Software, such as: y An error that disables only certain non-essential functions of the User Software and may result in degraded operations, including without limitation, an error that results in computer transactions not processing properly. y An error/event that disables only non-essential functions of the User Software, but also adversely affects the use of the User Software. y Resolution may involve software changes, configuration modifications, operating procedure changes or 'workarounds'. Resolution shall be defined as a situation wherein the system is restored to a state wherein the effective outage is relieved. Severity 3 Problems: Severity 3 Problems generally includes minor events that do not have a significant impact or adverse effect on the operation or performance of the Diversinet Based Service or the User Software. Severity 4 Problems: Severity 4 Problems generally are potential Software enhancements or feature requests that Subscribers request of Reseller Technical Support. This is to help Diversinet track Reseller's requests and process them appropriately. Problem Isolation: Diversinet Technical Support will provide best efforts to mitigate all service affecting conditions which may arise. For each S1 - S3 incident Diversinet will produce an Incident Report provided to Reseller. Situations where there are unapproved variations made in the approved design, configuration, network or systems environments are not covered under this SLA. Furthermore, this SLA does not cover problems encountered by end users relating to hand held devices hardware, software and network problems that are outside the control of Diversinet or not supported by Diversinet. Diversinet will inform/publish to Reseller a quarterly list of mobile devices, related software and network operators and telecommunication companies that can support Diversinet software, products and services. Resolution Target: Diversinet will commit to provide a resolution to problems caused by its software, tools or procedures. Every effort will be made to prevent maintenance procedures during Scheduled Maintenance Times from affecting service availability. Table 1: Escalation Tiers and Initial Response Times

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Priority Level Technical Support Initial Response (in Hours) Escalation to Manager (in Hours) Escalation to VP (in Hours)

S1 1 2 3

S2 2 4 24

S3 4 8 48

S4 Next Business Day

SCHEDULE 6 PERSONAL INFORMATION Definitions, Interpretation 1) In this Exhibit D:

a) Agreement means the License Agreement between Diversinet Corp. (Licensor) and 2205925 Ontario Limited (Licensee) with effective date of January 10, 2011;

b) Personal Information means information that is defined as personal information in PIPEDA, including without limitation personal health information, that is held, transmitted or stored on or by the Software licensed to Licensee under the Agreement;

c) PIPEDA means the Personal Information Protection and Electronic Documents Act (Canada); and

d) Services means the services provided by Licensor to Licensee under the Agreement including without limitation, the Support Services.

2) Any capitalized term that is not defined in section 1 above has the meaning attributed thereto in the Agreement.

3) The parties acknowledge and agree that:

a) Licensee represents that it is an organization subject to PIPEDA and Licensor is a third party service provider to the Licensee in connection with the Services;

b) Licensee's End Users shall interface with Licensee Technical Support only and in general, Licensor will not require access to Personal Information to provide the Services;

c) notwithstanding subsection 3(b) above, Licensor may from time to time require access to Personal Information to provide the Services;

d) Licensor shall only access Personal Information with the prior written consent of Licensee;

e) Licensor shall not download, which for the purposes of this Privacy Exhibit includes copy, hold or otherwise save Personal Information, without the prior written consent of Licensee and for greater certainty, consent to access Personal Information does not constitute consent to download Personal Information;

f) where Licensor receives consent to access, access and download or access and otherwise use Personal Information, the terms and conditions of this Privacy Exhibit shall apply to Licensor in relation to those activities; and

g) where Confidential Information of the Licensee is also Personal Information, the provisions of this Privacy Exhibit take priority over section 7 of the Agreement in the event of any conflict.

Ownership of Personal Information/ Prohibition on Disclosure 4) Nothing in this Privacy Exhibit shall be interpreted or construed to give Licensor any interest in or control of Personal Information and for greater certainty, as between Licensor and Licensee, Licensee owns and controls and shall continue to own and control Personal Information.

5) Licensor shall not disclose Personal Information. For clarity, the use of Personal Information by employees, agents and representatives of Licensor in accordance with this Privacy Exhibit does not constitute the disclosure of Personal Information by Licensor to those employees, agents and representatives.

Safeguards 6) Notwithstanding any provision to the contrary in the Agreement, Licensor shall not subcontract or assign any of the Services that may require access to or the downloading or other use of Personal Information except with the prior written consent of Licensee or as required to be disclosed by a governmental agency or third party as expressly required by operation of law, regulation or court order.

7) Licensor shall use security safeguards that meet or exceed industry standards to protect Personal Information against such risks as loss and unauthorized access, collection, use, disclosure and destruction.

8) Notwithstanding any provision to the contrary in the Agreement, Licensor shall not, except with the prior written consent of Licensee, access or use Personal Information from outside Canada or transmit Personal Information outside Canada.

9) Where Licensor downloads Personal Information in accordance with this Privacy Exhibit, Licensor shall prohibit its employees, agents and representatives from downloading Personal Information onto any portable device, unless the information is encrypted in accordance with industry standards for strong encryption.

10) Licensor shall segregate Personal Information from information of any person other than Licensee.

11) Subject to a written direction from Licensee to securely destroy Personal Information, upon the expiry or termination of the Agreement and at any other time at the request of Licensee, Licensor shall promptly return to the Licensee Personal Information that Licensor downloaded in accordance with this Privacy Exhibit.

Inspection and Audit 12) In addition to any other rights of inspection, review and audit Licensee may have, Licensee or a person appointed by Licensee may, at any reasonable time, on reasonable notice to Licensor, at Licensee's sole cost and expense, enter any location from or in which Licensor has accessed, used or downloaded Personal Information to inspect, review and audit the equipment, systems (including without limitation security systems), documents, processes and practices that are used in connection with the provision of the Services for the purpose of assessing Licensor's compliance with this Privacy Exhibit. Licensor shall provide all reasonable assistance to Licensee in relation to any such inspection, review and audit.

13) Licensor shall track the access, downloading and use of Personal Information, in accordance with this Privacy Exhibit, by its employees, agents and representatives and maintain a record of such activities. Within twenty-four hours of a request, Licensor shall provide Licensee

with a copy of any or all of the records created and maintained under this section 13.

Licensor Employees, Agents, Representatives 14) Licensor shall ensure that it only permits access to Personal Information to those of its employees, agents and representatives who: (a) will need access to Personal Information to deliver the Services; (b) have received training in the protection of Personal Information; and (c) have agreed to comply with the provisions of sections (5), (8), (9), (10) and (12) of this Privacy Exhibit.

Notice of Non-Compliance 15) If for any reason Licensor does not comply or anticipates that it shall be unable to comply with a provision of this Privacy Exhibit in any respect, Licensor shall promptly notify Licensee of the particulars of the non-compliance or anticipated non-compliance and of the steps it proposes to take to address or prevent the recurrence of the non-compliance or anticipated non-compliance.

Default 16) Notwithstanding anything to the contrary in the Agreement, Licensor acknowledges and agrees that a breach of this Privacy Exhibit by Licensor which remains uncured for a period of sixty (60) days shall constitute a material breach and grounds for the termination on notice of the Agreement by Licensee without cost or liability to Licensee. Without limiting the foregoing, Licensor agrees that in addition to any other rights or remedies Licensee may have for material breach of the Agreement, Licensee has the right to an injunction or other equitable relief in any court of competent jurisdiction enjoining a threatened or actual breach of this Privacy Exhibit by Licensor.

No Withholding 17) Licensor shall not, and hereby forever waives any and all right to, refuse to return Personal Information to enforce any alleged payment obligation or in connection with any dispute connected with the Agreement or any other matter between Licensor and Licensee.

Survival 18) The obligations of Licensor under this Privacy Exhibit shall survive the termination of the Agreement.

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Answer:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.