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With a copy to: WaveDivision Holdings, LLC 401 Parkplace Center,Suite 500 Kirkland, WA 98033 ATTN: Jim Penney Email: ipennev@wavebroadband.com 10.3 Assi�nment. Licensee shall not assign or otherwise transfer the Agreement or delegate Licensee's obligations, in whole or in part, whether by operation of law or otherwise, to any other person, except with the prior written consent of Licensor, which consent will not be withheld unreasonably. 10.4 Governin� Law: Forum Selection. The laws of the State of California govern all matters arising out of the Agreement without recourse to choice of law provisions. The state and federal courts located in San Mateo County, California will have exclusive jurisdiction and be the exclusive venue of any lawsuit between the parties arising out of this Agreement,including disputes when they arise following termination of the Agreement. 10.5 TAXES. Licensor hereby provides notice pursuant to California Revenue and Taxation Code Section 107.6, and Licensee acknowledges that this Agreement may create a possessory interest and Licensee may be subject to property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107. 10.6 NO WAIVER. Failure of Licensor to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a waiver or relinquishment of any such terms or conditions, but the same shall be and remain at all times in full force and effect. 10.7 Exhibit. The following Exhibit, which is attached to this Agreement, is incorporated herein and by this reference made a part of this Agreement: EXHIBIT A - Map Showing Licensed Conduit 10.8 FORCE MAJEURE. Either party hereto shall be excused from performance hereunder, other than the obligation to make payments of amounts when due, and shall not be liable for damages or otherwise if, to the extent that the party is unable to perform by any act, event, cause or condition that is beyond the party's reasonable control, and that by the exercise of reasonable diligence the party is unable to overcome or prevent, including but not limited to the following: accidents, strikes, lockouts, fire, floods, acts of civil or military authorities, theft, vandalism, misuse or insurrection. The party failing to fulfill its obligations shall immediately notify the other party indicating the cause and expected duration of such failure. In the event the force majeure event continues for thirty (30) days beyond the required time of performance, the affected party may, at its option,terminate this Agreement upon notice to the other party. ATTY/AGR/2015.149/ASTOUND CONDUIT ACCESS FOR SM COUNTY REV:08-20-15 MLG Page 10 of 12