Amendment No 2 to Data Sharing Agreement - Continued Use & Support of Data Co – Abernethy Schwartz Partners LLC

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Master License Agreement Page 4 of 15 8.INFRINGEMENT INDEMNITY BlueConduit will defend and indemnify Licensee, and its directors, officers, employees and agents, at BlueConduit’s expense, against any third-party claim or suit against Licensee based on an alleged violation of a trade secret, patent or copyright that arises out of Licensee’s use of the Software in accordance with this Agreement, and BlueConduit will pay all costs, settlements, or judgments finally awarded, provided (i) Licensee gives BlueConduit prompt written notice of any claim; (ii) BlueConduit has the right to control the defense of the litigation; and (iii) Licensee takes such actions as BlueConduit may reasonably request, at BlueConduit’s expense. If a judgment is obtained against Licensee’s use of any part of the Software, or if BlueConduit believes that there is a likelihood of a claim of infringement, BlueConduit may, at BlueConduit’s option and expense: (x) modify or substitute the affected Software (but provide Licensee with substantially the same functionality); (y) obtain the right to Licensee’s continued use; or (z) terminate the license and take back the affected Software. In the event of such termination, BlueConduit will refund the License Fees paid for the affected Software for the balance of the applicable License Term. THE RIGHTS GRANTED TO LICENSEE UNDER THE PARAGRAPH ABOVE WILL BE LICENSEE’S EXCLUSIVE REMEDY AND BLUECONDUIT’S SOLE OBLIGATION AND LIABILITY FOR ANY ALLEGED INFRINGEMENT OF A TRADE SECRET, PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT. BLUECONDUIT HAS NO LIABILITY TO LICENSEE, INCLUDING UNDER THE PARAGRAPH ABOVE, FOR ANY CLAIM OF INFRINGEMENT CAUSED BY: (A) MODIFICATION OF THE SOFTWARE WITHOUT THE APPROVAL OF BLUECONDUIT; (B) ANY LICENSEE OR THIRD-PARTY APPLICATION OR OTHER TECHNOLOGY; (C) COMPLIANCE WITH LICENSEE’S DESIGN REQUIREMENTS OR SPECIFICATIONS; (E) USE OF SOFTWARE OTHER THAN AS PERMITTED UNDER THIS AGREEMENT, OR IN A MANNER FOR WHICH IT WAS NOT INTENDED 9.LIMITATION OF LIABILITY IN NO EVENT SHALL BLUECONDUIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST OR IM PUTED PROFITS OR LOST DATA. BLUECONDUIT’S AGGREGATE, CUMULATIVE LIABILITY ARISING IN CONNECTION WITH THE LICENSES PURCHASED UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES IN THE AMOUNT EQUIVALENT TO THE LICENSE FEES ACTUALLY RECEIVED BY BLUECONDUIT FROM LICENSEE DURING THE ONE-YEAR PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION APPLY TO ALL CLAIMS OR CAUSES OF ACTION ON WHATEVER BASIS AND UNDER WHATEVER THEORY BROUGHT AND IRRESPECTIVE OF WHETHER BLUECONDUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY IN THIS AGREEMENT, AND WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY SPECIFIED REMEDIES. Nothing in this Section is intended to exclude or lim it any liability that cannot be excluded or limited under the governing law. 10.FORCE MAJEURE BlueConduit will not be responsible for any delay or failure in performance caused by acts of God or any government or any other cause beyond BlueConduit’s reasonable control. 11.ASSIGNMENT Either party may assign this Agreement as part of the sale of that part of its business which includes the Software, or pursuant to any merger, consolidation or other reorganization, upon notice to the other party. Any other assignment of this Agreement requires the agreement of the other party, which shall not unreasonably be withheld. An assignee of either party, if authorized hereunder, shall have all of the rights and obligations of the assigning party set forth in this Agreement. Any purported assignment in violation of this Section is void.