Agmt19 CherryRoad Technologies, Inc.

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CustomerfaiIsto pay any amounts due underthisAgreementas and when due (CORE will send written notice to Customer advising of such breach with60daystocure). Upon termination forfailuretopay amountsdueafter 60 days after written notice has been sent to pay the amounts due, CORE may terminate this Agreement. Customer must pay all the amounts that have accrued priorto such termination within 90 days of termination. Upon payment of all amounts due, the Customer may immediately resume use of the Services forthe remainder of the Initial Agreement Term. In the eventoftermination for breach, Customershall immediately cease to use the Licensed Program (as defined inSection 1.8 ofthe CORE i Payment Subscription License Terms attached hereto and incorporated herein as Attachment C & D) and, if such matter is not resolved within 6 months of the termination notice, dispose of Documentation (as defined in Section 2.g. of the CORE iPaymentASP Module Terms attached hereto and incorporated herein as Attachment D) by returning such Documentation to CORE or, at CORE's option, by destroying the same and certifying such destruction in writing. THIS AGREEMENT IS NON - CANCELLABLE FOR THE INITIALAGREEMENT TERM EXCEPT AS PROVIDED IN THIS AGREEMENT. 3.3. This Agreement maybe terminated by either party due to an assignment of the business of the other party for the benefit of creditors or upon filing of a petition into receivership, ora petition of bankruptcy (voluntary or involuntary) which has not been discharged within sixty (60) days. 3.4. If the Initial Agreement Term, or any extension or renewal thereof, extends beyond the end of the Customer's fiscal year in which this Agreement was awarded or extended, and the Customer's approved budget for the subsequent fiscal year does not appropriate sufficient funds that may be utilized for this Agreement, this Agreementshall no longerbe inforce and effectuponthe expirationofthe current fiscal yearfunding. 3.5. Effect of Termination. Upon termination of this Agreement, neither party shall have any further obligation hereunder except for (i) obligations accruing priorto the date of termination, and (ii) obligations or covenants contained hereinthat are expressly intended to extend beyond the term of this Agreement, including, Sections8- 10, 11.5, and 13-15 of this Agreement, Sections Sand 6 of Attachment C, and Section 12 of Attachment D. 3.6. Actions Upon Termination. Upon termination of this Agree me nt for any reason, Customer shal I I m mediatelycease use of, and return forthwithto CORE, the Licensed Program andthe Licensed Documentation (as defined in Section 1.7 of Attachment C), and any copiesthereof, including Maintenance Modificationsand Enhancements (as defined in Section 1.9 and 1.3, respectively, of Attachment Q. 4. COMPENSATION 4.1. Payments shall be made in accordance with the Billing/Payment Schedule attached hereto and incorporated herein as Attachment B unless otherwise specified in an amendment to this Agreement. Customer and CORE acknowledge that the ordermay require Customerto paythe feessetforth inthe ordertoCherryRoad. Customer fees shall then betransmitted by CherryRoad to CORE. Upon CORE's receipt of the fees, CORE shall provide access to the Licensed Program and Services subject tothisAgreement. 4.2. Fees. Customer shall pay CORE the iPayment Enterprise Subscription License and CORE ASP fees asset forth in Attachment A'Paymentfor all fixed fees and charges shall be in accordance with the payment schedulesetforth in Attachment B. If additional CORE modules are made available to Customer during the course of the Initial Agreement Term that are deemed of additional value outside of normal enhancements and upgrades that are normally made availableto othersubscribers of the service as a normal course of business, and Customerconsents and agrees to their use, the iPayment Enterprise Subscription License and CORE ASP fees for those said modules will be additionally charged on a pro -rated basis calculated to the Expiration Date (as defined in Section 2.h. of Attachment D) and shall be paid monthlystarting in the month of their use and shall end with the Expiration Date. Afterthe Initial Agreement Term, CORE may change the fees upon mutual agreement of the parties onetime per year at the beginning of the new contract year. Any increase in fees shall not increase more than five percent EXHIBIT H CORE BT iPAYMENT AGREEMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV; 05-13-19 PR Page 148 of 172 H-2