Note: This is Eagle’s standard form of Subscription Agreement for this App. Upon purchase, actual terms and conditions will be negotiated between the parties. FORM OF SUBSCRIPTION AGREEMENT SECTION 1. THE APP 1.1 This Subscription Agreement (“Agreement”) is between Eagle Investment Systems LLC, an affiliate of The Bank of New York Mellon (“Eagle” and variously “we”, “us” and “our”), and _____________________ (the “Subscriber”). Subject to the terms of this Agreement, Subscriber is hereby permitted to authorize users (each, a “User”) to utilize the App (defined below); provided that Subscriber will be responsible for the actions and omissions of each such User to the same extent as if Subscriber had taken such action or made such omission. 1.2 Subject to Subscriber’s performance of its obligations hereunder, Eagle hereby agrees to provide Subscriber and its Users are hereby with a non-exclusive, non-transferable license for the duration of this Agreement to utilize the cloud-based application designated on Schedule 1, attached hereto (the “App”), in accordance with the terms and conditions of this Agreement. 1.3 Among other things, the App includes software tools to analyze data developed by Eagle or licensed from third parties, and modifications, adaptations and arrangements of such data as Eagle generally makes available to subscribers of the App (“Data”). The statistical material that may be accessed via the App is derived from many sources, which may include information provided by Subscriber and its Users, other subscribers and their users, and from third party sources such as Eagle’s licensors. Eagle cannot verify nor guarantee that the Data is in its original form or that it is accurate. 1.4 Use of the App by Subscriber and each of its Users is at the sole discretion of Eagle, which may deny the Subscriber or any User further use of the App at any time, for any reason or no reason, with or without cause. Neither the Subscriber’s nor any User’s use of the App nor this Agreement entitles either the Subscriber or any User to continue to use the App. Use of the App must always comply with the applicable law. In particular, but without limitation, Subscriber agrees and represents not to use the App or permit any User to: (i) impersonate any person or entity or falsely state or otherwise misrepresent Subscriber’s or any User’s affiliation with any person or entity; (ii) upload, post e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful racial, ethnically or otherwise objectionable; or (iii) upload, post, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary right. 1.5 The App may contain links to third party web sites. Eagle is not responsible for the accuracy or content of web sites of other providers which may have links from the App. Accordingly, Eagle can make no representation concerning the content of these sites to Subscriber or any User, nor can the fact that there is a link serve as an endorsement of this or any other site, and these links are provided only as a convenience to Subscriber and its Users. 1.6 We reserve the right to make the App unavailable from time to time for any reason and at any time and without prior notice. Eagle will use commercially reasonable efforts to make the App available on a 24x7 basis, with email and telephone support available during the hours of 8:30 am to 5:30 pm Eastern Time on days when the New York Stock Exchange is open for business. In no event will Eagle be liable at any point for any loss, cost or damage that results from any period of downtime occurring with respect to the App. SECTION 2. PAYMENT 2.1 Subscriber shall pay the Fees specified on Exhibit A attached hereto upon execution of this Agreement. Fees for subsequent periods will be invoiced in advance. All invoices are payable upon receipt. 2.2 Should the Subscriber fail to make payment within 90 days of its receipt of the invoice, the Subscriber agrees to pay interest charges of 1% per month of part thereof (or, if less, the maximum interest charge allowed by law) on the unpaid balance from the original due date. 2.3 Subscriber agrees to pay or reimburse any sales, value-added or other similar taxes (but excluding income taxes or taxes based on the revenue of Eagle) imposed by applicable law that Eagle must pay based on utilization of the App by Subscriber or any of its Users. The fees listed in this Agreement are exclusive of all such taxes. SECTION 3. INTELLECTUAL PROPERTY RIGHTS. 3.1 All content included in the App, including but not limited to text, graphics logos, buttons, icons, audio clips, and software, is the exclusive property of Eagle, or its content suppliers or licensors, and is protected by United States and international copyright and other laws. The Subscriber and each User may print and download portions of such content solely in connection with Subscriber’s and each User’s permitted use of the App as an information resource. 3.2 All title to, ownership of, and rights in and to, the software used to operate the App, including any enhancements, improvements, additions to or works derived therefrom, belongs to Eagle or its software suppliers or licensors, unless specifically provided otherwise in a written agreement to which Eagle is a signatory, and is protected by United States and international copyright and other laws. 3.3 Subscriber and each User acknowledges and agrees that title to, and all copyright, trademark and other proprietary rights in, the Data (and all complete or partial copies thereof in any medium) are retained by Eagle or its licensors, and that, except as expressly provided herein, neither Subscriber nor its Users shall have any rights with respect to the Data. Subscriber agrees not to take any action (nor permit any User to take any action) inconsistent with the foregoing acknowledgment. Without limiting the foregoing, Subscriber and each of its Users is entitled to access only detailed sales and asset information and data related to Subscriber or such User. In the event that Subscriber or a User obtains in any manner information or Data unrelated to the Subscriber or User that neither the Subscriber nor the User should have access to, then such person shall promptly notify Eagle and/or Eagle’ licensor, and such person shall not use such Data or information in any manner. 3.4 Subscriber hereby agrees that the App and the Data are provided solely for Subscriber’s internal business use and each User’s business use related to Subscriber. Notwithstanding the grant of the licenses contained in this Agreement, without the prior written consent of Eagle (which consent may be withheld at Eagle’ discretion), Subscriber shall not, shall not attempt to, and shall not knowingly permit or authorize any person or entity to do or attempt to do, any of the following: (a) use the App, Data or any component of the foregoing items (collectively, the “Eagle Provided Items”) for any purpose not specifically authorized by this Agreement; (b) copy or reproduce the Eagle Provided Items in any form or medium; (c) modify, adapt, translate, restructure, rearrange, reorganize, recompile, reformat, create derivative versions of, change or add to the Eagle Provided Items; (d) use any Eagle Provided Items to compete with Eagle in any manner; (e) use any Eagle Provided Items to develop a App or program having any functional attributes, visual expressions or other features similar to those of the Eagle Provided Items; (f) sell, market, license, sublicense, lease, rent, lend, distribute, redistribute or otherwise grant to any third party, including any outsourcer, vendor, consultant, affiliates, or partner of Subscriber, any right to use any Eagle Provided Items, whether on Subscriber's behalf or otherwise; (g) use the Eagle Provided Items to conduct any type of App bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar Apps to any third party, whether on a fee basis or otherwise; or (h) create or recreate the source code or re-engineer, reverse engineer, decompile or disassemble any Eagle Provided Items. Subscriber agrees to (and to cause each User to): (a) add Eagle’ and its licensors’ legends and notices to all copies, modifications, adaptations and rearrangements of the Eagle Provided Items; and (b) take appropriate action with its employees, agents and subcontractors, by agreement or otherwise, to satisfy its obligations under this Agreement with respect to the use, copying, protection and security of the Eagle Provided Items. 3.5 Eagle shall not name or refer to Subscriber or its Users as a client or customer of Eagle, nor use any Subscriber logo, brand, App marks, trademarks or trade names (collectively, “Marks”), for publicity, marketing, or any purpose whatsoever without its advance written authorization. Eagle may identify Subscriber as a customer in private sales call and, with the advance consent of the Subscriber employee involved, identify such employee as a possible reference during such private sales calls. Neither party shall use any of the other party’s Marks or any other intellectual property, except as specifically authorized herein, without the advance written permission of the party to which such intellectual property belongs. SECTION 4. REPRESENTATIONS. 4.1 Mutual. Each party represents and warrants to the other party that: (a) its execution, delivery and performance of this Agreement: (i) have been authorized by all necessary corporate action, (ii) do not violate the terms of any law, regulation, or court order to which such party is subject or the terms of any material agreement to which the party or any of its assets may be subject and (iii) are not subject to the consent or approval of any third party; (b) this Agreement is the valid and binding obligation of the representing party, enforceable against such party in accordance with its terms; and (c) to its knowledge, such party is not subject to any pending or threatened litigation or governmental action which could interfere with such party's performance of its obligations hereunder. 4.2 Ownership. Eagle represents to Subscriber that to its knowledge it owns all right, title and interest in the App, or has the authority by license, sufficient to grant Subscriber and each User the license hereunder and to fulfill Eagle’ obligations under this Agreement. 4.3 No Viruses. To Eagle’ actual knowledge, the App does not intentionally include malicious or hidden mechanisms or code for the purpose of damaging or corrupting the App or other software with which the App may interact (collectively, “Malicious Code”). Eagle will screen the App as made available to the Subscriber and each User hereunder (including any error corrections, bug fixes, patches, enhancements, upgrades or software code in the App) with commercially-available virus-detection programs with commercially reasonable frequency. In the event that any screening of the App indicates the presence of Malicious Code, Eagle’ sole liability and the sole remedy of the Subscriber and each User is that Eagle shall use commercially reasonable efforts to (a) promptly remove or delete such Malicious Code from the App, or (b) replace that part of the App containing Malicious Code with code that is free of such Malicious Code, and, in the event that Eagle is unable to take the steps set forth in subsections (a) or (b) above, then Eagle shall terminate the App and refund to the Subscriber a pro-rated portion of any fees representing the Apps that were the subject of the Malicious Code. SECTION 5. DISCLAIMER OF WARRANTIES. 5.1 EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT: (A) THE APP, AND THE DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; (B) NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR PROMISES HAVE BEEN MADE BY EAGLE, ITS LICENSORS OR ANY OTHER PARTY TO SUBSCRIBER OR TO ANY USER OR TO ANY OTHER PERSON OR ENTITY REGARDING THE MERCHANTABILITY, ORIGINALITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE APP, THE DATA OR ANY OTHER MATTER; AND (C) NO WARRANTY IS GIVEN THAT THE APP OR THE DATA WILL CONFORM TO ANY DESCRIPTION THEREOF OR BE FREE OF OMISSIONS, ERRORS OR DEFECTS. 5.2 EAGLE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EAGLE AND ITS LICENSORS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE APP OR THE DATA, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS INCLUDED IN THE APP, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THE APP, OR ANY PORTION THEREOF, (D) SUBSCRIBER’S OR ANY USER’S USE OF THE APP OR THE INFORMATION ACCESSIBLE THEREFROM OR ANY DECISION MADE USING THE APP, (E) UNAUTHORIZED ACCESS TO THE APP OR INFORMATION PROVIDED THEREIN, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE APP OR THE INFORMATION ACCESSIBLE THEREFROM. SECTION 6. LIMITATIONS OF LIABILITY. 6.1 Subject to the terms of this Section 6, Eagle shall be liable to the Subscriber (or any person or entity claiming through Subscriber) for damages only to the extent caused directly by Eagle’ own willful misconduct or gross negligence in performance of its duties under this Agreement. 6.2 IN NO EVENT SHALL EAGLE, ITS LICENSORS OR ANY OTHER THIRD PARTY BE LIABLE TO SUBSCRIBER OR ANY USER OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF USE OR CLAIMS OF THIRD PARTIES), ARISING OUT OF OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR SUBSCRIBER’S OR ANY USER’S OR ANY OTHER PERSON’S OR ENTITY’S USE OF (OR INABILITY TO USE) THE APP OR THE DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN TORT (INCLUDING GROSS NEGLIGENCE, NEGLIGENCE OR STRICT LIABILITY), CONTRACT OR OTHERWISE, WHETHER OR NOT EAGLE, ITS LICENSORS OR ANY SUCH OTHER PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. 6.3 WITHOUT LIMITING THE FOREGOING, SUBSCRIBER AND EACH USER ACKNOWLEDGES THAT THE APP AND THE DATA MAY BE INCOMPLETE OR CONDENSED, ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED AS, AND SHALL NOT BE CONSTRUED TO BE, AN OFFER OR SOLICITATION WITH RESPECT TO THE PURCHASE OR SALE OF ANY SECURITY. ALL OPINIONS AND ESTIMATES PROVIDED CONSTITUTE JUDGMENTS AS OF THEIR DATE AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. SUCH DATA, INFORMATION, OPINIONS AND ESTIMATES ARE FURNISHED AS PART OF A GENERAL APP, WITHOUT REGARD TO ANY PERSON’S PARTICULAR CIRCUMSTANCES, AND EAGLE AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES IN CONNECTION THEREWITH. 6.4 THE SOLE OBLIGATION OF EAGLE OR ITS LICENSORS FOR MONETARY DAMAGES ARISING DIRECTLY OUT OF OR RELATED TO THIS AGREEMENT OR THE APP PROVIDED HEREUNDER SHALL BE LIMITED TO THE FEES PAID TO EAGLE HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE OF EVENT ON WHICH SUCH LIABILITY IS BASED. 6.5 EAGLE AND ITS LICENSORS ARE NOT UNDERTAKING TO MANAGE MONEY OR ACT AS A FIDUCIARY WITH RESPECT TO ANY SUBSCRIBER OR USER ACCOUNTS OR ANY MANAGED OR FIDUCIARY ACCOUNTS, AND SUBSCRIBER AND EACH USER ACKNOWLEDGES AND AGREES THAT THE APP AND THE DATA DO NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY INVESTMENT DECISIONS MADE WITH RESPECT TO SUCH ACCOUNTS. Eagle will not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement to the extent caused, directly or indirectly, by any event beyond its reasonable control, including acts of God, strikes or other labor disputes, work stoppages, epidemics, acts of war, terrorism, general civil unrest, governmental or military actions, legal constraint or the interruption, loss or malfunction of utilities or communications or computer systems. SECTION 7. INDEMNIFICATION. 7.1 Subscriber, at its expense, hereby agrees to indemnify, defend and hold harmless Eagle, its licensors, their affiliates and their and their affiliates’ respective directors, officers, employees and agents, and defend any action brought against any such person or entity, with respect to any claim, demand, cause of action, cost, loss, damage, expense (including reasonable attorneys’ fees) or liability (collectively “Damages”), as incurred, arising from or based in any respect on the Subscriber’s or a User’s use of (or inability to use) the App or the Data or any breach by Subscriber or any User of this Agreement, provided however, this indemnity shall not apply to any portion of such Damages caused by Eagle’ own gross negligence or willful misconduct of its duties under this Agreement. 7.2 Eagle reserves the right to seek all remedies available at law and in equity for violations of these terms and conditions, including but not limited to the right to block access from a particular Internet address, user access code or password to the App and its features. SECTION 8. CONFIDENTIAL INFORMATION. 8.1 Parties. For the purposes of this Section, the party disclosing Confidential Information (as defined herein) is referred to as the “Disclosing Party” and the party receiving such Confidential Information is referred to as the “Receiving Party.” Definition of Confidential Information. “Confidential Information” means all competitively sensitive or non-public information relating to a party and its parent, subsidiaries or affiliated companies, in whatever format it exists, including verbal, written, visual, graphic, electronic or machine-readable form. Confidential Information includes all information that the Disclosing Party designates as being confidential or that under the circumstances surrounding disclosure ought to be recognized by the Receiving Party as being confidential or which the Receiving Party should reasonably know is confidential, whether or not such materials are labeled as “Confidential.” Confidential Information also includes information received from third parties that the Disclosing Party is obligated to treat as confidential, provided the Receiving Party is advised of same. Confidential Information also includes information revealing the pricing, discounts and other terms of this Agreement. 8.2 Notwithstanding anything in the foregoing to the contrary, Confidential Information does not include any materials or information: (a) Rightfully possessed by the Receiving Party prior to receipt or availability pursuant to this Agreement, other than through prior disclosure or availability by the Disclosing Party; (b) Published or available to the general public other than through a breach of this Agreement, or breach by a third party of its confidentiality obligations to the Disclosing Party, or other wrongful act of a third party; (c) Obtained by the Receiving Party from a third party rightfully in possession of such Confidential Information, provided that such third party is not under a confidentiality obligation to the Disclosing Party; or (d) Independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information. 8.3 Protection and Use of Confidential Information. In performing its obligations under this Agreement, each party may be provided or have access to Confidential Information of the other party. Each party shall hold all Confidential Information at all times in trust and confidence for the other party. Except as may be authorized by a party in writing or as otherwise specified herein, neither party shall: (i) disclose to any person or entity any Confidential Information of the other party; (ii) use any Confidential Information of the other party for any purpose other than that for which it was provided; or (iii) take any action with respect to the Disclosing Party’s Confidential Information inconsistent with the confidential and proprietary nature of such information. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized access and maintain the confidentiality of the Disclosing Party’s Confidential Information using procedures no less rigorous than those used to protect and preserve the confidentiality of its own Confidential Information but in no event shall the Receiving Party use less than a reasonable degree of care to protect the Disclosing Party’s Confidential Information. 8.4 Permitted Disclosure. Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information of the Disclosing Party under the following circumstances: (a) The Receiving Party may disclose the Disclosing Party’s Confidential Information to third parties pursuant to subpoena, court order, statute, law, rule, regulation or other similar requirement. (b) The Receiving Party shall be permitted to disclose Confidential Information to such party’s directors, officers, employees, agents, advisors, consultants, attorneys, independent contractors and subcontractors and those of its affiliates (collectively, “Personnel”) to the extent such disclosure is reasonably necessary to fulfill such party’s duties and obligations under this Agreement. (c) All Confidential Information disclosed hereunder is and shall remain the exclusive property of the Disclosing Party or the third party(ies) that provided such Confidential Information to the Disclosing Party. (d) The Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information by the Receiving Party, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use. 8.5 Equitable Relief. Each party acknowledges that the other is heavily reliant on the confidentiality of its Confidential Information and that the substantial and irreparable damages which such other party and its affiliates would sustain upon any violation of this Section may be impossible to ascertain with precision and that money damages alone will not provide an adequate remedy to such other party. In the event of any violation of the undertakings contained in this Section, the non-breaching party shall be entitled, in addition to any other rights or remedies which it may have, to maintain an action for damages, and preliminary and permanent injunctive and other equitable relief, including an accounting for any profits arising from any breach of this Section. In the case of any trade secrets or other confidential information, each party waives any requirement that the other party prove the economic value thereof and waives any requirement that such other party post a bond or other security in connection with the enforcement of its rights hereunder. SECTION 9. TERM AND TERMINATION OF AGREEMENT 9.1 The term of this Agreement shall commence on _____________ (the “Effective Date”) and shall continue for one year (such one year or initial period the “Initial Term”). Thereafter, this Agreement shall automatically renew for one-year periods (each, a “Renewal Term”). 9.2 Except as otherwise provided in this Agreement, either party may terminate this Agreement as of the expiration of the Initial Term or any Renewal Term by providing the other party with at least 90 days’ prior written notice of non-renewal. 9.3 After the Initial Term, prices are subject to change with 90 days’ prior written notice. 9.4 Eagle may terminate this Agreement and access to the App and the Data if Subscriber or any User is in material breach of any provision hereof for more than seven days after receiving written notice thereof or if Eagle’ right to license the Data is terminated for any reason. Eagle may also terminate this Agreement if Eagle’ licensor notifies Eagle that the Subscriber or any User is no longer entitled to receive the Data. SECTION 10. GENERAL TERMS 10.1 Notices. Notices shall be addressed as follows: If to Eagle: Eagle Investment Systems LLC 65 LaSalle Road, Suite 305 West Hartford, CT 06107 Attn: Mr. Daniel G. St. Onge, Jr. Email: Dan.StOnge@bnymellon.com With a copy to: Office of the General Counsel The Bank of New York Mellon 240 Greenwich Street New York, NY 10286 Attn: General Counsel If to Subscriber: Attention: 10.2 Entire Agreement. This Agreement supersedes in full all prior discussions and agreements (oral or written) between the parties relating to the rights of the Subscriber and each User to use the App and the Data, constitutes the entire agreement between the parties relating thereto, and may be modified or supplemented only by a written document signed by an authorized representative of each party. 10.3 Assignment. This Agreement will inure to the benefit of and be binding on the parties, their successors, permitted assigns and legal representatives. Subscriber may not assign any of its rights or obligations under this Agreement (in whole or in part) to any non-Subscriber entity without prior written permission from Eagle and any purported assignment in violation of this paragraph shall be void and constitute a material breach of this Agreement. Eagle may, in its sole discretion, assign all its right, title and interest in, and delegate its obligations under, this Agreement to an affiliate, parent or subsidiary, or to the purchaser of substantially all of its business. 10.4 Governing Law; Venue. The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the substantive laws of the State of New York without regard to conflict of laws principles. The parties agree that the sole and exclusive jurisdiction for all actions and proceedings relating directly or indirectly to this Agreement shall be the Federal and State courts located in New York City, New York. The parties acknowledge and agree that such courts are convenient forums and irrevocably submit to the personal jurisdiction of such courts. EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. 10.5 Use of Subcontractors. Subscriber acknowledges that Eagle, at its sole expense, may outsource or subcontract the performance of some or all of its obligations hereunder to its affiliates or third parties (“Subcontractors”), as Eagle, in its sole discretion, deems necessary or appropriate to perform its obligations hereunder. 10.6 Aggregation of Data. Notwithstanding anything in this Agreement to the contrary, Eagle shall be permitted to compile data and create aggregated data, and use such compiled data and aggregated data for its business purposes, provided, however, that no compiled or aggregated data will identify Subscriber in any way. 10.7 Severability. The provisions of this Agreement are severable and the unenforceability of any provision of this Agreement shall not affect the enforceability of this Agreement or any other provision hereof. In addition, in the event that any provision of this Agreement (or portion thereof) is determined by a court to be unenforceable as drafted, the parties acknowledge that it is their intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under applicable law. 10.8 Third-Party Beneficiaries. Subscriber acknowledges that the licensors of Eagle are intended to be third-party beneficiaries of the provisions of this Agreement entitled to enforce its provisions as fully as if parties hereto. There are no other third-party beneficiaries of this Agreement. 10.9 Survival. The provisions of Sections 3, 5, 6, 7, 8, and 10 hereof shall survive any expiration, termination or rescission of this Agreement. 10.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument. 10.11 Captions. The captions of this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 10.12 Customer Identification Program Notice. To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution. Certain of Eagle’ affiliates are financial institutions, and Eagle may, as a matter of policy, request (or may have already requested) the Subscriber’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. Eagle may also ask (and may have already asked) for additional identifying information, and Eagle may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements. Signatures Wherefore, the parties have executed this Agreement as of the Effective Date. Subscriber Eagle EAGLE INVESTMENT SYSTEMS LLC Signature Signature Name Name Title Title