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 5 of 15 12.NOTICES All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by personal delivery, overnight delivery service, or certified mail, return receipt requested, to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated by notice to the other party. 13.GOVERNING LAW This Agreement shall be governed by and construed in accor dance with the laws of the State of Michigan without regard to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any litigation related to this Agreement must be brought in a state or federal court located in Washtenaw County, Michigan, as permitted by law, except that a party may elect to seek injunctive or similar relief in any court having jurisdiction over the other party. The parties hereby consent to the personal jurisdiction of these courts. 14.SEVERABILITY In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceabilit y shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 15.NO WAIVER No waiver by any party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by any party of any right under this Agreement shall be construed as a waiver of any other right. 16.AUDIT Upon thirty (30) days’ notice to Licensee and no more than once per year, BlueConduit will have the right to conduct an on-site audit during Licensee’s normal business hours to verify compliance with the terms and conditions of the Agreement. Licensee shall cooperate with BlueConduit by: (a) making applicable records available; (b) providing copies of the records requested; and (c) directing all agents to cooperate. 17.PUBLICITY (i)Licensee authorizes BlueConduit to use Licensee’s name and logo in BlueConduit’s customer list. (ii)Licensee shall, within thirty (30) days after execution of this Agreement, cooperate with BlueConduit to issue a joint press release announcing the contract award and intended use and value to be derived from Licensee’s use of the Software. 18.PERSONAL DATA PROTECTION BlueConduit shall comply, and shall require BlueConduit personnel to comply, with applicable data protection law at all times in performing its obligations under this Agreement and will process personal data as described in Schedule C attached hereto. 19.NO THIRD-PARTY BENEFICIARIES This Agreement is an agreement between BlueConduit and Licensee, and confers no rights upon any of the parties’ employees, agents, contractors or customers, or upon any other person or entity.