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Agmt26 CherryRoad Technologies - Amendment No.9
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Agmt26 CherryRoad Technologies - Amendment No.9
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5/1/2026 4:32:48 PM
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5/1/2026 4:32:44 PM
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Agreement
RMP File Number
304
Date
4/29/2026
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1
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REDWOOD_CITY\NANCYRAMIREZ
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5/1/2026 4:32 PM
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5/1/2026 4:32 PM
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REV: 04-22-26 MI <br />6. Midterm Subscription Change <br />As a condition of this Order, You must execute the Midterm Subscription Change Letter Exhibit (“Midterm Subscription Change Letter Exhibit”) <br />attached to this Order as Midterm Subscription Change Letter Exhibit, and (b) You agree that Oracle may contact You directly to coordinate <br />any actions that may be required to implement the cloud services acquired under this Order. Oracle's acceptance of this Order is subject <br />to Oracle's review and approval of the terms of the Midterm Subscription Change Letter Exhibit. You may not make any modifications to <br />the Midterm Subscription Change Letter Exhibit without the prior written consent of Oracle. <br />You agree that this Order terminates and supersedes, as of the Cloud Services Start Date, the following order(s) between the parties: <br />CPQ-3586910–1 (the “Previous Order(s)”), under which You previously acquired cloud services (the “Previous Services”). Accordingly, <br />You acknowledge and agree that the Previous Services are being terminated. <br />You agree to pay any fees for Previous Services that have accrued prior to the Cloud Services Start Date. <br />The services fees due under this Order for any new cloud services shall be reduced based on the date of Your access for such new cloud <br />services, and by the amount of fees paid, if any, for the unused portion of the Previous Services following the Cloud Services Start Date, <br />provided that the invoices for the Previous Services have been paid in full. The Services Period end date will be the same for all cloud <br />services on this Order. <br />This Order is conditioned upon Your signing and returning the Midterm Subscription Change Letter Exhibit. You acknowledge and agree <br />that Oracle and CherryRoad will have no liability to You arising out of or relating to Your non-compliance with the terms in the Midterm <br />Subscription Change Letter Exhibit. You shall indemnify Oracle and CherryRoad against any claims, losses, costs, damages and expenses <br />incurred by Oracle and/or CherryRoad as a result of Your failure to comply with this provision. <br />C. ADDITIONAL TERMS <br />This Order is subject to and incorporates the Additional Terms in this Section C (the “Additional Terms”). You agree that Oracle is an irrevocable <br />third-party beneficiary of this Order, but Oracle does not assume any obligations hereunder. Oracle and CherryRoad will have no liability <br />to You arising out of or relating Your non-compliance with the Additional Terms. You agree that should You fail to be in compliance with <br />the Additional Terms, or because of any other circumstance outside of Oracle’s control, Oracle may suspend or terminate the cloud <br />services under this Order. In the event of termination, Your right to receive cloud services under this Order is automatically forfeited. <br />1. Non-Appropriation <br />In the event funds are not appropriated for a new fiscal year period, You may terminate this Order immediately without penalty or expense <br />upon written notice to CherryRoad and to Oracle; provided, however, that: (a) for each of the whole or partial 12-month terms of the Order, <br />You must provide a purchase order, and (b) Your issuance of each whole or partial 12-month purchase order shall signify to CherryRoad <br />and Oracle that all funds for the given whole or partial 12-month term have been fully appropriated and encumbered. Notwithstanding the <br />foregoing, You agree to pay for all Services performed by Oracle prior to Oracle's and CherryRoad's receipt of Your notice of non- <br />appropriation and Your written confirmation that the Order for the cloud services specified in the table above has been terminated. <br />2. Option Periods <br />You shall have an option to renew Your subscription for the same services listed in the table above at the same usage limits for three (3) <br />additional, consecutive 12-month renewal periods, each an “Option Period” for the fees specified below. Professional Services are not <br />included in the Option Periods. <br />Option Period 1: (commencing the day after the last day of the Services Period specified on this Order): $[Total 12-month annualized <br />Cloud Services fees for the Services Period under this Order] x 1.04 <br />Option Period 2: $[Total 12-month annualized Cloud Services fees for Option Period 1] x 1.04 Option <br />Period 3: $[Total 12-month annualized Cloud Services fees for Option Period 2] x 1.04 <br />You must provide CherryRoad a minimum of 30 days' notice prior to the expiration of a service term of Your intent to exercise an Option <br />Period and You must execute an order for the new Option Period prior to the expiration date of the existing service period. The cloud <br />services listed above may not be renewed at the Option Period pricing listed above if: (i) Oracle is no longer making such cloud services <br />generally available to customers, or (ii) You are seeking to cancel or reduce the number of user licenses of the cloudservices set forth in <br />this Order. <br />3. AI Terms <br />The Oracle Artificial Intelligence Terms (“AI Terms”) apply to artificial intelligence (“AI”) systems, and Your and Your Users use of related <br />AI functionality, that is included in Your Cloud Services. The AI Terms are included in the Service Specifications for Your Cloud Services <br />and remain subject to update pursuant to the terms of the CSA. A current version of the AI Terms may be accessed at <br />https://www.oracle.com/contracts <br />ATTY/AGR.2026/Amend.No.9/CherryRoad Technologies (Amendment No.9) (Page 11 of 14)
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