CONFIDENTIAL.
MASTER LICENSE AGREEMENT.
Company Name: Macabacus LLC.
‘Address: 8420 Hoboail Rd, Manlius, NY 13104.
Jurisdiction of Organization: Delavirc.
Effective Date: February 24, 2016.
THIS MASTER LICENSE AGREEMENT is made as of the effective date specified above between Blackstone.
Administrative Services Partnership LP. a Delaware limited partnership with ts principal place of business at 345.
Park Avenue, New York, NY 10154, “Customer”) and Macabacus, a limited liability company organized in the.
jurisdiction indicated above, having an office and place of business at the addres indicated above (the *.
fendor”).
Customer and Vendor may be refered t herein individually as a “Party” and collectively asthe “Parties.”.
“This Agreement set forth terms and conditions applicable to software Product(s) licensed to Customer. This.
Agreement includes any atached documents hereto. Capitalized terms defined in this Agreement have the meanings.
given herein.
ARTICLE I: DELIVERY.
LI From time (0 time the Parties may execute.
Schedules under this Agreement pursuant to which.
Vendor agrees to grant Customer a license 10 Use.
Vendor's proprietary computer programs and.
associated materials and documentation thereto,
which are listed and described in such Schedules (the.
“Product” or “Software,” as defined herein). Such.
‘Schedules will include all financial terms, including.
applicable license fees ("License Fees”).
12 Vendor will deliver to Customer each.
Product or Update on or before the scheduled.
delivery date specified in the applicable Schedule. If.
any Product is not delivered on or before its.
scheduled delivery date, Customer may terminate by.
written noice the applicable Schedule, in whole or in.
part and vithout further obligation or liability or.
penalty of any kind. If Customer so elects, Vendor.
wil provide Customer with a refund of any amounts.
paid by Customer with respect 10 such Products and.
Updates within thirty (30) days following such.
termination.
13 Vendor will provide Customer with.
Documentation for cach Product or Update. Such.
Documentation will include user and reference.
manuals, technical specifications, complete operating.
information and any other documentation that is.
generally provided by Vendor to ts other customers.
Documentation wil include the documents listed at.
hip:/macabacus commacrosimanual as that site is.
updated from time to time; provided, however, that.
no change reducing functionality ill apply to.
‘Customer that does not apply to other of Vendor's.
customers, unless such reduction is material.
Vendor will promptly deliver to Customer any.
updates or enhancements (0 such Documentation.
when such updates or enhancements become.
avilable to Vendor. Customer may copy the.
Documentation in order fo satisfy its own intemal.
requirements.
ARTICLE 2: ACCEPTANCE.
When each Product and Update has been made.
available to Customer, Vendor will notify Customer,
and Customer will commence Acceptance testing of.
such Product or Update in accordance with the.
following procedure:
21 Acceptance of a Product or Updaie will be.
based on Customer's reasonable determination that.
the Product or Update meets any applicable.
Acceptance Criteia, Documentation, Specifications.
‘and any other performance standards and criteria that.
may be set forth in the applicable Schedule. If the.
Product or Update docs not pass Acceptance testing,
Customer will notify Vendor, specifying in.
reasonable detail in what respects the Product or.
Update has failed to perform.
22 Vendor wil, at no addidonal cost fo.
Customer, promptly correct any deficiencies.
disclosed by the Acceptance testing and Customer.
wil repeat the entire test until the Product or Update.
has successfully passed. When Customes determines.
that a Product or Update meets the applicable.
Acceptance Criteria, Customer will notify Vendor in.
writing of is Acceptance.
23 If the Product or Update fails to pass.
Acceptance within sixty (60) days after the date.
Customer commenced Acceptance testing, Customer.
may, a its option elect any or al of the following.
remedies: (2) terminate the applicable Schedule, in.
whole or in part; (b) retum all affected Products and.
Updates, and receive a full refund for such retumed.
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items; or () extend the time for Vendor to corect the.
Product or Update and continue the Acceplance.
esting.
ARTICLE 3: SCOPE OF LICENSE.
31 Vendor gos to Customer and its.
‘Associated Enites a worldwide, (for the tem of the.
License), non-exclusive license 10 insal, acces, use:
and copy the Products and Source Code, if released.
from escrow, for its intemal business purposes. This.
license includes the right for Customer's and its.
Associated Entities’ consultants and other service.
providers to install, access, use, copy and modify,
provided such modification occurs oly if the Source.
Code is released hereunder, the Products in.
connection with the service i performs for Customer.
and its Associated Entities. References to Customer.
herein will include Associated Entities. In addition,
Customer shall cause each consultant or othr service.
provider who installs, accesses, uses of copies the.
Products hereunder to comply with the restrictions.
and covenants of this Agreement,
32 Customer may Use the Products, Updates,
Documentation or other materials provided (0.
Customer hereunder, in Customer's business as.
othervise specified in the applicable Schedule.
Vendor agrees that Customer wil have the right.
without limitation to Use any of the Products,
Updates, Documentation or other materials provided.
to Customer hereunder pursuant 0 the terms of this Agreement 33 Customer may elect to outsource some or all.
of the activites for which Customer uses the.
Products, Updates, Documentation or other materials.
provided to Customer hereunder 10 Licensed Users,
in which case, any service provider or contactor.
providing such services vil have the right to Use the.
Products, Updates, Documentation and other.
materials provided fo Customer hereunder, (0 the.
same extent as Customer, for the purpose of.
performing such activities for Customer. Each such.
Service provider shall be a Licensed User and.
refered to as such in the Macabacus Admin Console.
Customer shall cause cach such service provider (0.
be subject to the terms and conditions of this.
Agreement. Subject to an appropriate confidentiality.
agreement consistent with Customer's confidentiality.
obligations set forth in this Agreement, Customer.
may disclose the terms of this Agreement, the.
Products, Updates, Documentation and other.
materials provided to Customer hereunder 10 any.
Such service provider, contractor or potential.
contractor.
34 Customer will have the right (© Use the.
Products and Updates on temporary, subsite or.
backup (at “hot site” or “warm ste” or for archival.
purposes) equipment. Customer may also be entitled.
to make and keep copies of and, in the event of a.
disaster, Use the Product, Update and Documentation.
at a separate facility for purposes of safekeeping,
backup and disaster recovery, at no additional.
charge.
ARTICLE 4: MAINTENANCE SERVICES.
41 Vendor will provide Customer with the.
Maintenance Services for the Products licensed.
hereunder (and for up to the two most recent prior.
versions of each such Product, at Customer’ request).
as part of the License Fee in accordance with Exhibit 2 42 AU all times, Vendor will perform the.
Maintenance Services at least at the same level and.
with at least the same degree of accuracy, quality,
completeness, timeliness, responsiveness and.
efficiency that is provided by Vendor to its other.
customers, As part of the Maintenance Services,
Vendor will pply Commercially Reasonable Efforts.
0 resolve any failure, malfunction, defect, problem.
or non-conformity identified by Customer or.
otherwise brought to Vendor's atention or detected.
by Vendor.
43 As pan of the Maintenance Services,
‘Vendor will provide Customer with Updates to cach.
Product and to the Documentation 10 later than the.
date that such Update is generally made available by.
Vendor. Vendor vill simaliancously provide current.
Documentation for such Updates to Customer when.
such Updates are made available to Customer.
Customer may refuse to accept such Update if any.
such Update adversely affects (in Customer's sole.
judgmen, acting reasonably and in good faith): (2).
Customer's we of the Product, (b) Customer's.
operations, or (¢) Customer's sysiems or processes.
If Customer refuses any Update, Vendor will provide.
Maintenance Services for the Product in the form in.
effect immediately prior to Vendor's request that.
Customer accept such Update, Once an Update is.
incorporated into any Product or Documentation, it.
will be considered a part thereof for all purposes.
hereunder. Notwithstanding the foregoing, (© the.
extent that Customer may modify the Products or.
Source Code hereunder, Customer acknowledges and.
agrees that Vendor will not provide Maintenance.
Services in connection with such modifications.
44 Atno additional cost to Customer, Vendor.
wil pods and make available to Customer any and.
all modifications to the Products (0 enable the same.
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to operat in conjunction with any new releases of the.
designated equipment’ operating system _ and.
application software (including, but not limited to,
the Windows operating system and the Microsoft.
Office Suite) within three (3) months afier the new.
release of the underlying operating system is made.
generally availible. As new releases of the.
underlying (Microsoft Windows) operating system.
andlor Microsoft Office Suite become generally.
available and supported by Vendor, Vendor will.
continue to support the Products for Windows 7 and.
Microsoft Office Suite 2010 for as long a Microsoft.
supports the same products.
45 Vendor will make Maintenance Services.
pursuant to Section 4.3 available to Customer or the.
Product(s) for so long as Vendor offers maintenance.
to any other customer for the Product. If Customer.
believes that Vendor is not making Maintenance.
Services availble to Customer as required by Section.
43, Customer shall notify Vendor in writing. Vendor.
shall promptly cure such violation by offering the.
requisite Maintenance Services. If such violation is.
not cured within thirty (30) days, the Source Code for.
the Product wil be released to Customer; provided,
however, tha if Vendor informs Customer that it is.
ceasing Maintenance Services for the Software, such.
release will occur immediately.
46 Vendor may subcontract the performance of.
Maintenance Services (© be provided under this.
Agreement and under the. applicable Schedules.
(including the Maintenance Services) only in.
accordance with the following:
(@ Vendor may, in the ordinary course of.
business and without cbiaining Customer's prior.
writen approval, wilize third party services or.
products that are not dedicated to performance of.
Such Maintenance Services for Customer and that are:
not a material aspect of Vendor's Maintenance.
Services under a particular Schedule.
(6) Except as otherwise st forth above, Vendor.
will biain the prior writen approval of Customer for.
all Vendor subcontractors performing such.
Maintenance Services under a particular Schedule.
47 Vendor will provide the consuling services.
(“Consulting Services") specified on Exhibit 4.
ARTICLE REPRESENTATIONS,
WARRANTIES AND COVENANTS.
Vendor represents, warrants and covenants as.
follows, which representations, warranties and.
covenants wil be considered to be given anew upon.
the execution of each applicable Schedule.
51 Each Product will perform in accordance.
wilh the applicable Acceptance Criteria,
Documentation and other Specifications set forth in.
the applicable Schedule at the time of Customer's.
Acceptance of such Product and for the Warranty.
Period. Without limiting the foregoing, the Product.
will not compromise the naive operation of.
Microsoft Office applications except as described in.
the Documentation. For clarification, the Software.
will not modify the calculations of native Microsoft.
Office applications.
52 Vendor will comet, repair or replace, at no.
cost to Customer, any defect, malfunction or.
nonconformity that prevents any Product. from.
conforming and performing as so warranted and that.
‘occurs during such Warranty Period.
53 Vendor has the right to sel the Products to.
Customer hereunder, and, (© the best of Vendor's.
knowledge, neither the Products, Updates,
Documentation, por other materials provided by.
Vendor, nor Maintenance Services performed by.
Vendor (whether directly o indireely through its.
agents or subcontractors), nor the use thereof by.
Customer, will constiie an infringement,
misappropriation or unlawful us of disclosure of any.
Intellectual Property Rights or other rights of any.
hind pary.
54 The Specifications and Documentation and.
other materials provided by Vendor under a Schedule.
will accurately reflect in all material respects the.
Products provided to Customer hereunder.
55 Any software or materials provided by.
‘Vendor do not and will not contain any Destructive.
Elements. If Vendor provides any Destructive.
Elements to Customer, Vendor wil immediately.
eliminate all Destructive Elements, inform Customer.
of the Destructive Elements, and provide a fix or the.
Destructive Flement. Prior to delivery to Customer,
Vendor will test all material using the most recent.
version of a reputable, commersially available ant-
virus software program to ensure that it is free of.
Destructive Elements. Vendor docs not have any.
righ to electronically repossess any software of other.
materials.
56 Vendor is an independent contractor, and (3).
Vendor Personnel arc the responsibility of Vendor.
and solely employees or independent contactors of.
Vendor or its subcontractor; (b) no Vendor Personnel.
are Customer's agents or employees for federal, state,
or local tax purposes or any other purposes.
whatsoever; (6) no Vendor Personnel are entitled to.
any compensation from Customer of to any Customer.
employee benefis; (4) Vendor will (or, in the case of.
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its subcontractor, vil be responsible for causing the.
applicable subcontractor 10) withhold and pay all.
applicable taxes, benefits and insurance with respect.
to such personnel; (¢) Vendor will verify and secure.
the work eligibility of all Vendor Persone; ().
Vendor will be solely responsible for its.
subcontractors (including for any claims made by.
subcontractors against Customer) and will remain.
fully responsible at all times for providing the.
Maintenance Services; and (¢) Vendor will be.
Customer's sole_point of contact regarding the.
Maintenance Services. A breach of this Section shall.
not result in the release of the Source Code from.
57 Vendor has and will obtain all necessary.
regulatory approvals, licenses and permits applicable.
to its business, and Vendor wil comply with any.
applicable laws, regulations or orders of any.
‘governmental, judicial or administrative authority.
58 As of the date cach Product or Update is.
delivered to Customer, having engaged in a review of.
its ability to export Products, Vendor is aware of no.
restrictions to export of access to such Product or.
Update by Customer. Vendor will provide.
information, to the extent applicable, reasonably.
requested by Customer in order for Customer fo.
comply with its obligations under relevant export.
law, including, without limitation, the relevant.
Export Control Classification Number and.
Encrypion Registration Number. Vendor represents.
and warrants that such information will be accurate.
Without limiting the foregoing:
(8) Prior to Vendor providing technical data or.
information that is covered by the International.
Traffic in Arms Regulation of the U.S. Department of.
ate (TAR), (22 CFR Subchapter M Parts 120-130).
or the National Industrial Security Program.
Operating Manual (DoD 522022-M), Vendor will.
provide writen notice to Customer.
() Vendor has not and will not dirctly or.
indirectly export or re-export software of technology.
provided to Customer hereunder that is regulated.
under the license exception Technology And.
Software Under Restriction” (TSR) o destinations in.
country groups D:1 or E:2 (as defined in part 740 of.
the US Export Administration Regulations).
 If any software or other technology.
(including technical dats, technical assistance or.
raining) provided to Customer hereunder (or any.
‘component thereof) contains or concerns encryption,
Vendor will promply provide in wring Customer.
with information relating to the type of encryption,
level of encryption (measured by key lengths in bits),
Esport Control Classificason Number (ECON),
export license or export license exception.
information, Commodity Classification’ Automated.
Tracking System number (CCATS#) and any other.
similar information requested by Customer.
59 EXCEPT AS SPECIFICALLY PROVIDED.
IN THIS AGREEMENT OR IN A SCHEDULE,
THERE ARE NO OTHER WARRANTIES BY.
EITHER PARTY, EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF.
MERCHANTABILITY OR FITNESS FOR A.
PARTICULAR PURPOSE.
ARTICLE 6: TERM AND TERMINATION.
61 Each Schedule will become effective on the.
order date set forth in the Schedule and will continue.
in effect until the expistion of the applicable.
Schedule term, unless earlicr terminated by a Party as.
permitted under this Section. Except as provided.
herein, the license for a Product will renew.
automatically following the period for subsequent.
one year periods, unless a party provides he other.
Party with Proper Writien Notice of its desire not (0.
renew within the specified number days of the end of.
the then-current period. “Proper Written Notice.
means one hundred twenty days in the case of notice.
by Vendor and thirty days in the case of Customer. If.
Vendor does not renew the license for a Product.
within the fist five (5) years of the Effective Date,
the Source Code for the Product will be released to.
the Customer. Unless otherwise agreed to in an.
applicable Schedule, the License Fee will be fixed for.
the first year, after which time Vendor may increase.
the License Fee upon at least ninety days prior.
writen notice to Customer. No such increased fee.
will exceed the lesser of (a) the prior year’s License.
Fee plus the percentage change over the prior year's.
US. Consumer Price Index for Urban Consumers,
AIL'US. Cites Average, published by the Bureau of.
Labor Statistics of the Department of Labor, and (b).
Vendor's then-current published Licensee Fee.
62 Fither Pany may terminate this Agreement.
or any Schedule, in whole or in part: (a) by written.
notice to the other Party, if the other Party materially.
breaches this Agreement or a Schedule and fails to.
cure the causes of such breach within thirty (30) days.
following written notice informing the other Party of.
the breach; or (b) for consenicnce (by Customer) by.
giving Vendor at least thirty (30) days’ prior written.
notice specifying the termination date.
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63 Vendor's nonperformance of its obligations.
under this Agreement shall be excused if and (0 the.
extent: (2) such Vendor nonperformance results rom.
Customer's failure to perform ts responsibilities or.
obligations set forth in this Agreement; and (b).
‘Vendor provides Customer with resonable notice of.
such nonperformance.
64 Vendor may terminate any affected.
Schedule if Customer fails to pay amounts when duc.
under such Schedule and fails to cure such.
nonpayment within thirty (30) day following.
Vendor's written notice informing Customer of such.
nonpayment, provided any dispute over the amount.
duis in good faith,
65 In the event of any termination hereunder,
Customer wil pay Vendor at the agreed-upon rates.
for License Fees for the Maintenance Services used.
up 1 the effective date of termination, subject 10 a.
refund of any uncamed, prepaid fees for the.
terminated Maintenance Services and a pro rata.
downward adjustment of any recurring fees for the.
remaining Maintenance Services.
66 Each Pany reserves cumulatively all other.
remedies and rights under this Agreement, at aw and.
inequity.
ARTICLE 7: CUSTOMER DATA AND CONFIDENTIALITY 71 Each Pay will use any Confidential.
Information disclosed to it hereunder only as.
necessary to perform the Maintenance Services or.
Use a Product under this Agreement or a Schedule,
and shall act only upon instructions from the.
disclosing Party and as direced by the disclosing.
Party in relation thereto.
72 The receiving Party will hold all.
Confidential Information of the disclosing Party in.
trust and confidence for the disclosing Party and,
except as se forth i this Agreement or as otherwise.
may be authorized by the disclosing Party in writing,
the receiving Party will not disclose (0 any person,
firm or enterprise, or use for ils own benefit, any.
Confidential Information of th disclosing Party. The.
receiving Party wil treat all Confidential Information.
of the disclosing Party with the same degree of care.
tha the receiving Party treats its own confidential or.
proprictary information, but in no event less than.
using standards of reasonable care. The receiving.
Party may disclose Confidential Information of the.
disclosing Party to the receiving Party's employees,
and to any of the receiving Party's contractors who.
are bound to the receiving Party by confidentiality.
obligations substantially equivalent o those set forth.
herein, solly as required in order for the receiving.
Panty to perform its obligations uader this Agreement.
or a Schedule, or in the case of Customer, 0 use the.
Products. For the avoidance of doubt, in the case of.
Customer, Customer may alo disclose Vendor's.
Confidential Information to Associated Eaites. The.
receiving Party may disclose Confidential.
Information of the disclosing Party if required to do.
So under applicable aw, rule or order provided that.
the receiving Pary, where reasonably practicable and.
to the extent legally pemissile, provides the.
disclosing Party with prior writen rotice of the.
required disclosure so that the disclosing Party may.
Seek a protective order or other appropriate remedy,
and provided further that the receiving Party.
discloses no more Confidential Information of the.
disclosing Party than i reasonably necessary in order.
to respond to the required disclosure.
73 Vendor hereby acknowledges that Customer.
is subject to certain privacy and information security.
laws and regulations, pursuant to which Customer is.
required to ensue that Vendor appropriately.
safeguards Customer Sensitive Data. To the extent.
that Vendor receives any Customer Sensitive Data as.
a result of any exchange of information under this.
Agreement or a Schedule, and notwithstanding.
anything to the contrary contained in this Agreement,
‘Vendor agrees that it will (5) not disclose or use any.
Customer Sensitive Data except to the extent.
necessary to carry out its obligations under. this.
‘Agreement or a Schedule and for no other purpose,
(6) not disclose Customer Sensitive Data to any third.
purty, including its third party service providers.
without the prior writen consent of Customer and.
subject to the further requirements of this Section, (€).
employ administrative, technical and physical.
safeguards (including reasonable disposal measures).
to prevent unauthorized use or disclosure of.
Customer Sensitive Data, and (d) in the event of any.
acual or apparent theft, unauthorized use or.
disclosure of any Cusiomer Sensiove Dat,
immediately commence all resonable. efforts ©.
investigate and correct the causes and remediate the.
resuls ther, and as soon as practicable following.
discovery of any such event, provide Customer notice.
hereof, and such further information and assistance.
as may be reasonably requested. With respect (0 any.
third party provided access to Customer Sensitive.
Data permitted hereunder, Vendor will enter into a.
written agreement with such third party requiring.
safeguarding of Customer Sensitive Data in a manner.
Ro less restrictive than Vendor's obligations under.
this Agreement, and including those affirmative.
obligations described in this Section.
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74 Each pany may rewin copies of the.
Confidential Information and Customer Sensitive.
Data, as applicable, to the extent required to comply.
with applicable legal and regulatory requirements.
Such Confidential Information 3nd Customer.
Sensitive Data, 2s applicable, will remain subject (0.
the terms and conditions herein. Otherwise, at the.
request and option of the disclosing Party and in the.
event of termination or expiration of this Agreement.
(or any part thereof) or any applicable Schedule, the.
receiving Party agrees 10 promplly: (a) return (0 the.
disclosing Party the Confidential Information and.
Customer Sensitive Data, 2s. applicable; or (b).
destroy or permanently erase (on all forms of.
recordation) the Confidential Information and.
Customer Sensitive Data, 3s applicable and, if.
requested by the disclosing Pan, acknowledge in.
writing that all such Confidential Information and.
Customer Sensitive Dats, as applicable, has been.
destroyed or permanently erased.
75 The Parties acknowledge and agree that any.
disclosure of Confidential Information, and in the.
case of Customer, Customer Sensitive Data, will in.
0 way be construed to be an assignment, transfer, or.
conveyance of tile to or ownership rights in such.
‘Confidential Information or Customer Sensitive Data.
76 In the event of a breach or threatened or.
attempted breach of the receiving Party's obligations.
with respect to Confidential Information, the.
disclosing Party may have no adequate remedy in.
money or damages and, accordingly, may.
immediately seek an injunction against such breach.
77 Vendor will provide to Customer,
Customer's auditors (including internal audit staff.
and external auditors) and regulators or other law.
enforcement agents access at all reasonable times,
after providing Vendor with at least ten (10) days.
advance notice (except in the event of audits or.
investigations by regulators or other law enforcement.
agents, or investigations of reasonable suspicion of.
misappropriation, fraud or business irregularities of.
potentially criminal nature, or relating 0 Customer.
data protection requirements), to any facility or part.
of a facility at which either Vendor or any of.
Vendor's Personne are providing the Maintenance.
Services and to data and records relating (0 the.
Maintenance Services for the purpose of performing.
audits designed to enable Customer of regulators or.
other aw enforcement agents to confirm that Vendor.
is meeting all spplicsble information privacy and.
Security requirements, and regulatory and other legal.
cequiremens.
ARTICLE 8 INDEMNIFICATION.
81 Vendor will, at ts sole cost and expense,
indemnify, defend and hold harmless the Customer.
Indemnitees from and against any and all Loses.
suffered or incurred by any of them arising out of or.
in connection with a Claim of or for any of the.
following, whenever made.
@ that any Products), works, information,
(5) or Maintenance Services fumished by or.
on behalf of Vendor, or the use thereof by Customer,
constitutes an. infringement, misappropriation of.
unlawful use or disclosure of any Intellectual.
Property Rights of a third party;.
(6) that Vendor has failed to comply with any.
applicable laws, regulations or orders of any.
‘overmenal judicial or administrative authority;.
(© for damage, loss or destruction of real or.
tangible personal property of third. partes (including.
employees of Customer and Vendor and. their.
respective subcontractors) brought against a.
Customer Indemnitee and alleged (© have been.
caused by the fault or negligence of Vendor, its.
officers, personel (including Vendor Personnel),
agents or representatives;.
@ brought by or on behalf of any.
Subcontractors of independent contractors of Vendor,
or any of Vendor's personnel (including Vendor.
Personnel;.
(9 brought in respect of Vendor's obligations.
as an employer of its personnel (including any.
Vendor Personnel); or.
(0 alleging that a Customer Indemitee should.
be deemed the “employer” or joint employer” of any.
of Vendor's personnel (including any Vendor.
Personnel).
82 Within a reasonable amount of time but not.
to exceed thirty (30) days, Customer will give.
Vendor witien notice of any Claim for which a.
Customer Indemnitce secks Indemnification. Any.
failure by Customer to provide such notice will not.
relieve Vendor of ts indemnification. obligations.
under this Agreement except 0 the extent such.
filore resuls in actual, material prejudice to.
Vendor's ability to mount a defense a a result of.
such flue.
83 Within thiny (0) days after receiving.
Customer's notice of a Clim, but 10 later than ten.
(10) days before the date on which any formal.
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response to the Clim is due, Vendor vil notify.
Customer in writing as to whether Vendor.
acknowledges is indemnification obligation and.
elects to assume contol of the defense and settlement.
of the Claim.
(®) If Vendor delivers such an election in a.
timely manner to Customer, Vendor will have the.
right to conduct and control the defense of the Claim.
and, comsistent with the rights of Customer.
Indémmitees hereunder, all negotiations for its.
sctlement, The Customer Indemnitee(s) may.
‘participate in such defense or negotiations to protect.
its (or their) interests at their own expense. No.
setlement will obligate or impose ability on any.
Customer Indemitee in any way without the prior.
written approval of Customer, including without.
limitation, any determination or admission regarding.
Customer's or any Customer Indemitce’s interest.
(©) If Vendor does not deliver such an election.
in a timely mamer to Customer, the affected.
Customer Indemitees may defend or Sete the Claim.
in such manner as they may deem appropriate at the.
cost and expense of Vendor, including payment of.
‘any settlement, judgment or award and the costs of.
defending or seuling the Claim. Vendor will.
promptly reimburse the Customer Indemitce(s) upon.
demand for all Losses suffered or incurred as a result.
of or in comestion the Claim. Without limiting the.
foregoing, such failure will be a breach of this.
Agreement and Customer reserves al rights relating.
to such breach.
84 Vendor will give Customer prompt writen.
noice of any threat, warning or notice of any Claim.
asserted against Vendor that any Products,
information, materials or Maintenance Services.
fumished by or on behalf of Vendor, or the usc.
thereof by Customer, constitutes an infringement,
misappropriation or unlawful use or disclosure of any.
Intellectual Property Rights ofa third party.
85 In addition to Customer's other rights and.
Vendor's other obligations hereunder, if all or any.
part of a Product i, or in the opinion of Vendor's.
intelectual property counsel may become, he subject.
of any claim or sit for infringement of any.
Intellctual Propery Right, Vendor may, and in the.
event of any adjudication tha the Product, or any part.
thereof, does infinge or if the use of the Product, or.
any part thereof, is enjoined, Vendor will prompily:
(®) procure for Customer, at no additonal cost.
to Customer, the right to use the Product, or the.
affected part thereof, or.
(to the extent such option is not available to.
‘Vendor on commercially reasonable terms following.
Commercially Reasonable Effort (© procure such.
right, replace, at no additonal cost to Customer, the.
Prodict, or affected part thereof, with a modified or.
substituted Product that does not violate any third.
party’ Intellectual Property Rights and that i a east.
the cquivalent of the affected Product in terms of.
both performance and functionality.
If neither (2) nor (8) above is available to Vendor on.
reasonable terms following.
Commercially Reasonable Efforts to procure the.
Same, and Vendor has so advised Customer, or if.
‘Vendor has not promptly performed in accordance.
with (2) or (b) above, Customer may, at is option,
sumender the Products purchased under the.
applicable Schedule, in whole of in part, and receive.
a refund of the aggregate payments made by.
Customer for the retumed Products (including.
amounts paid in respect of any Maintenance Services.
performed in relation to the retumed Products) less &.
reasonable deduction for amortization if Customer.
has been using the Products for at least twelve (12).
months, except in the case of a willl or knowing.
infringement by Vendor in which case there will be.
0 such amortization.
86. Customer will at its sole cost and expense,
indemnify, defend and hold harmless the Vendor.
Indemnitees from and against any and all Losses.
suffered or incurred by any of them arising out of or.
in connection with a Claim of or for any of the.
following, whenever made:
() in the event that Customer modifies, with or.
without Vendor's authorization, any Product or the.
Source Code, if released from escrow, that such.
modifications 10 the Product or Source Code.
constitutes an infringement, misappropriation_or.
unlawful use or disclosure of any Intellectual.
Property Rights of a third party: 8.7 Within a.
reasonable amount of time, Vendor will give.
Customer writen notice of any Claim for which &.
Vendor Indemnitee seeks indemnification. Any.
flare by Vendor to provide such notice wil not.
relieve Vendor of its indemnification obligations.
under this Agreement except fo the extent such.
filure results in acual, material prejudice to.
Customer's ability to mount a defense as a result of.
such failure.
S85 Widin thiny (30) days after receiving.
‘Vendor's notice of a Claim, but no later than ten (10).
days before the date on which any forma response to.
a filed litigation is due, Customer will notify.
Customer in writing as to whether Customer.
Page 701%.

acknowledges its indemnification’ obligation and.
elects to assume contol of the defense and settlement.
of the Claim.
@ If Customer delivers such an electon in a.
timely manner to Vendor, Customer wil have the.
right to conduct the defense of the Claim and,
consistent with the rights of Vendor Indemnitees.
hereunder, all negotiations for its seulement. The.
Vendor Indemnitee(s) may participate in such.
defense or negotitions to protect its (or their).
interests at thei own expense. No setlement will.
obligate or impose liability on any Vendor.
Indemnitee in any way without the prior written.
approval of Vendor, including without limitation, any.
determination or admission regarding Vendor's or.
any Vendor Inderaitee’s interest,
(©) If Customer does not deliver such an.
election in a timely manner to Vendor, the affected.
Vendor Indemitces may defend or sel the Claim.
in such manner as they may deem appropriate at the.
reasonable cost and expense of Customer, including.
payment of any settlement, judgment or award and.
the costs of defending or sewing the Claim.
Customer will prompily reimburse the Vendor.
Indemnitee(s) upon demand for all Losses suffered or.
incurred as a result of or in connection the Claim.
Without limiting the foregoing, such failure will be a.
breach of this Agreement and Vendor reserves all.
rights relating 0 such breach.
ARTICLE 9: LIMITATION OF LIABILITY.
NEITHER PARTY IS LIABLE FOR ANY ().
INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, ‘OR PUNITIVE DAMAGES; OR (ii).
DIRECT DAMAGES IN EXCESS OF THE FEES.
PAID AND PAYABLE BY CUSTOMER UNDER.
THIS AGREEMENT IN THE TWELVE (12).
MONTHS PRECEDING THE FIRST EVENT.
THAT GAVE RISE TO THE LIABILITY (OR, IF.
TWELVE (12) MONTHS HAVE NOT YET.
ELAPSED, THEN TWELVE (12) TIMES THE.
AVERAGE MONTHLY FEES PAID AND.
PAYABLE), EVEN IF IT HAS BEEN ADVISED.
OF THE FOSSIBILITY OF SUCH DAMAGES.
AND NO MATTER THE THEORY OF.
LIABILITY; PROVIDED, HOWEVER, THAT,
THE LIMITATIONS ON AND EXCLUSIONS.
FROM LIABILITY SET FORTH IN THIS.
AGREEMENT DO NOT APPLY TO ANY.
LIABILITY ARISING OUT OF A PARTY'S.
CONFIDENTIALITY OR INDEMNIFICATION.
OBLIGATIONS OR ANY FRAUD, GROSS.
NEGLIGENCE OR WILLFUL MISCONDUCT.
ARTICLE 10: INSURANCE.
101 Vendor agrees to obtain and maintain and.
Keep in fll force and effet, at Vendor's expense, the.
forms of insurance it is required 0 hold by state and.
federal la.
ARTICLE 11: ASSIGNMENT.
Neither party may assign this Agreement without the.
other party's prior writen consent, which consent.
will not be unreasonably withheld or delayed;.
provided, however, that Customer may assign this.
Agreement (0 (2) any Assosiated Enity; (5) in.
conection with a merger or sale of all.
substantially all of its stock or assets; of (¢) in.
connection with any divestiture or spin-off of any.
entity or division, business unit or department within.
an entity. Any other purported assignment will be void ARTICLE 12: NOTICES.
All formal notices and communications relating 0.
his Agreement or any Schedule will be in waiting.
and delivered personally, by overnight delivery.
Service or by first class prepaid mail with return.
receipt requested to: (a) in the case of Vendor, its.
address as first st forth above.
Notices to Customer should be in writing and sent to.
The Blackstone Group LP., attention: General.
Counsel, 345 Park Avenue, New York, New York.
10154, with a copy to The Blackstone Group LP.,
attention: Willam Murphy, Chief Technology.
Officer, 345 Park Avenue, New York, New York.
10154,
ARTICLE 13: FORCE MAJEURE.
Neither Party will be liable for delay or failure to.
perform is obligations hereunder caused by an event.
of natural disaster, casualty, acts of God, rots,
terrorism, govermmental acts or such other event of.
similar nature tha is beyond the reasonable control of.
the Party sesking to rely on force majeure 10 excuse.
its delay or failure provided such Party did not.
contribute in any way to such event.
ARTICLE 14: MISCELLANEOUS.
141 This Agreement constiuics the catire.
agreement between the Parties with respect 10 its.
subject. matter contained. therein, superseding all.
previous agreements, promises, proposals,
representations, understandings and negotiations,
whether writien or onal, between the Parties.
pertaining to such subject matter. When executed by.
both Parties, cach Schedule will consitte he entire.
agreement between the Parties with respect (0 its.
Page 80136.

subject matter, superseding all previous agreements,
promises, proposals, representations, understandings.
and negotiations, whether writen or oral, between the.
Pasties pertaining 0 the subject mati thereof.
142 No modification or amendment of, or.
supplement to, this Agreement or any Schedule, or.
any provisions thereof, will be binding upon the.
Parties unless made in wriing and signed by a duly.
authorized representative of both Parties. Neither.
this Agreement nor any Schedule may be.
‘supplemented, modified, or governed by any shrink.
wap or click-wrap agreement or any confirmation,
acknowledgement, printed materials, online terms, or.
sales or shipping form of Vendor, nor may any.
Schedule be executed by electronic signature, unless.
Customer first agrees in a writing (which is not an.
electronic. communication) to. be bound by. such.
purported agreements.
143 In all respects this Agreement and each.
Schedule will be govemed by and construed in.
accordance with the substantive laws of the State of.
New York without regard to conflict of law.
principles. Any claim or action brought by one of the.
Parties in connection with this Agreement or a.
Schedule will be brought in the appropriate Federal.
or State court located in the County of New York,
and the Pastis irrevocably consent 0 the exclusive.
Jurisdiction of such court.
144 Atno time will any failure or delay on the.
part of any Party in exercising any right or remedy.
provided in this Agreement or in any Schedule.
operate as a waiver thereof, nor will any single or.
partial exercise of or failure o exercise any such ight.
or remedy preclude any other or further exercise.
thereof or the exercise of any other right or remedy.
provided herein or available at aw or in equity.
145 Except if expressly provided herein, no.
remedy specific in this Agreement or in any.
Schedule is intended to be exclusive of any other.
remedy, and cach and cvery remedy will be.
cumulative and in addition (0 every other right or.
remedy provided herein or available at law or in.
equity.
146 Headings in this Agreement and in the.
Schedules are for purposes of reference only and wil.
Bot in any way limit or affect the meaning or.
lnterpretation of any of the terms hereof. Unless.
otherwise indicated or required by the context,
references to articles and sections of this Agreement.
and any Schedules also refer to and include ail.
Sections and subsections of the referenced article or.
147 If any term, provision or part of this.
Agreement or any Schedule is (© any extent held.
invalid, void or unenforceable by a court of.
competent jurisdiction, the remainder of this.
Agreement or Schedule, as applicable, will not be.
impaired or affected thereby, and each term,
provision and part will continue in full force and.
effet, and wil be valid and enforceable o the fullest.
extent permitted by lav.
148 Any provision of this Agreement or any.
Schedule that contemplates performance or.
observance subsequent to termination or expiration of.
this Agreement or such Schedule (including.
confidentiality and data protection, limitation of.
liability, indemnification provisions and_perpetual.
licenses) will survive termination or expiration of this.
Agreement or such Schedule, as gpplicable, and.
continue in full force and effect thereafter.
149 This Aprcement and any Schedule may be.
executed in one or more counterparts, each of which.
be deemed an original, but all of which together.
will constitute one and the same instrument. A.
facsimile ofa signed copy of this Agreement or other.
copy made by relible mechanical means may be.
relied upon as an original.
18.10 Vendor shall not, without Customer's prior.
written consent in each instance: (i) issue any press.
releases o other witien public. anaouncement or.
materials in connection with this Agreement; or (ii).
disclose the existence, the nature or subject mater of.
this Agreement in any written materials including.
publicity material, advertising, sales. promotions,
rade shows, publicly available we sits or pages, or.
other marketing material or other similar written.
communications. Should Customer believe Vendor.
has violated this provision in whole or part, it will.
inform Vendor of the alleged violation in writing and.
Vendor shall have the opportunity to cure such.
alleged violation within five (5) days. The Parties.
agree that a breach of this provision will not be.
considered material and that source code will not be.
released from escrow based on any violation or.
alleged violation hereof.
1411 Neither Party shall, without prior writen.
consent of the other, disclose the terms of this.
‘Agreement to third partes, except that Customer may.
disclose pricing. terms, specifically, (0 Portfolio.
Companies and Associated Entities, without.
Vendor's prior consent. For purposes of ih.
Agreement, “Portfolio Company” means any entity in.
‘which funds managed by an Associated Entity own.
an investment.
Page90f36.

1412 “Include” and “Including” and the provision.
of examples herein, shall not be interpreted as words.
of limitation and shall be deemed to be immediately.
followed by the words “without limitation.
1413 Neither Party has authority to make.
commitments or enter into contacts on behalf of,
bind or otherwise obligate the other Party in any.
manner whatsoever.
1814 If there is a conflict between the provisions.
of any of the terms of this Agreement, or a Schedule,
the following order of priority will contol: a.
Schedule shall control with respect to the subject.
mater thereof, and will in tum conwol this.
Agreement.
1415 ESCROW.
‘Within thirty (30) days afier the Acceptance Date,
Vendor shall deposit vith NCC Group Escrow.
Associates, LLC (the “Escrow Agent”) the source.
Code for the curent version of the Products being.
used by Customer. Each copy of such Source Code.
shall be deposited in one or more containers clearly.
labeled with the name of the enclosed Software, its.
date of release by Vendor and its version number.
Vendor shall replace the Source Code deposited with.
Escrow Agent with revised versions when Vendor.
provides an updated version to Customer and, in any.
even, at least twice per calendar year. Customer.
shall pay all costs and expenses in connection with.
this escrow amangement. Customer, o a third party.
appointed by Customer, shall have the right, a its.
own cost and expense, to audit the Source Code upon.
reasonable written notice 10 the Escrow Agent and.
Vendor. In accordance with the process specified in.
the escrow agreement between Vendor and the.
Escrow Agen, Escrow Agent shall elase the Source.
Code to Customer if Vendor: (s) becomes unable (0.
maintain the Products by reason of dissolution,
ceasing to trade (f a public nity), termination of.
existence, insolvency, assignment for the benefit of.
creditors, appointment of a receiver, or the.
commencement of any proceeding under any.
bankruptcy or insolvency laws by or against Vendor,
or (b) () has discontinued or amnounces it will.
discontinue maintenance and support of the Products.
or otherwise discontinues the Products; (0).
‘materially breaches and does not cure a provision of.
this Agreement; (¢) changes ownership, provided.
hat the acquiring owner acquires at least a S0.1%.
Share of Vendor and that the acquiring party.
discontinues the Products or increases the License.
Fee applicable at the time ownership changes by.
more than twenty (20) percent, or (¢) changes.
ownership, provided that the acquiring owner.
acquires at least a 50.1% share of Vendor and that the.
acquiring party is a competior of Customer listed in.
Exhibit 3. Without limiting the foregoing, Source.
Code willbe released as specified in Sections 4.5 and.
6.1. For the avoidance of doub, in the event the.
Source code is released to Customer pursuant (0 this.
Section, then: (w) the license granied under his.
‘Agreement to Customer with respect (0 the Products.
Shall apply to the source. code, and Customer shall.
only have a license (subject 1 the restrictions in this.
Agreement) to Use the source code; (x) Customer.
may access and Use the source code to modify,
upgrade, improve of create derivative works from the.
Source code, solely as necessary for Customer (0.
make continued Use of the Products, which access.
and Use of the Products and the source code will.
otherwise be governed by the terms of this.
Agreement; and (y) this Agreement does not convey.
to Customer any rights of ownership in or (0 the.
sourcecode. For the avoidance of dou the license.
granted by this Agreement vill be deemed 10 have.
been automatically amended 10 include the right to.
modify, and to authorize 4 third party to mod.
Customer's behalf, the source code as provided.
herein Notwithstanding anything to the contrary.
herein, Customer's license to access and Use the.
source code and Software pursuant to this Section.
Shall terminate on the same date tha this Agreement.
would have terminated had the sourcecode not been.
released to Customer pursuant to this Section;.
provided, however, that Customer may extend the.
term of this Agreement beyond such date, for.
additional one (1) year periods, by payment of an.
annual license fee, for each such additional 1-year.
period, equal to twenty five percent of the Annual.
license. fee last paid by Customer prior to the date.
that the source code was released to Customer.
pursuant to this Section.
14.16 NON-SOLICITATION.
During the Term and for a period of one (1) year.
thereafcr, each Party agrees that it shal not, without.
the other Party's consent, dicectly or indirectly.
employ, solicit, engage or retain the services of such.
personnel of the other party. In the event a Party.
breaches this provision, the breaching Party shall be.
lable to the aggrieved Panty for an amount of.
damages to which the aggrieved Party shall be.
entitled under applicable law; provided that such.
amount of damages shall not be less than two.
hundred percent (200%) of the annual base.
compensation of the relevant personel in his o her.
position. The aggrieved Party shall also be eniled to.
Seek. injunctive or other cquiable relier. This.
provision shall not restrict the ight of either Party to.
Solicit or recruit generally in the media or prevent a.
party from hiring any such person who contacts such.
Page 100136.

Party on his or her own initiative without any.
Solicitation by or encouragement from such Party.
ARTICLE 15: GLOSSARY OF DEFINED TERMS.
Certain definitions of capitalized terms used in this.
Agreement are set out below.
“Agreement” means this Master License Agreement.
“Acceptance” means Customer's agreement that a.
Product or Update meets the applicable Acceptance.
Criteria and complies in all material respect with.
Documentation.
“Acceptance Criteria” means the acceptance criteria.
and Specifications se out in th applicable Schedule.
IF no such criteria or Specifications are provided for.
particular Products or Updates, then “Acceptance.
Criteria” means the Vendor's published or generally.
‘available Documentation.
“Associated Entities” means any business entity.
elated to Customer, or its parent, The Customer.
Group LP, in which Customer or The Customer.
Group LP. has at least twenty percent (20%).
common ownership or any equivalent form of interest.
or control, but shal not include any entiy in which.
funds managed by an Associated Enity own an.
equity investment, all of whom shall be deemed.
Licensed Users as defined herein.
“Business Days" are Mondays through Fridays,
except for Federal Holidays.
“Claim” means any demand, or any civil, criminal,
administrative, or investigative claim, action, or.
proceeding (including arbitration) asserted,
commenced or threatened by a third pary against an.
entity or person.
“Commercially Reasonable Efforts” means to ake all.
steps and to perform in & manner as a well-managed.
company would undertake were it acting in a.
determined, prodent and. reasonable manner to.
achieve a particular desired result fo ts own benefit.
“Confidential Information” means any information.
obtained by the receiving Party from or on behalf of.
the disclosing Party that relate to the past, present or.
future business activities of the disclosing Party or its.
subsidiaries or afflates, or their respective.
employes, customers or third party suppliers or.
contactor, including th terms and conditions ofthis.
Agreement, information exchanged in the course of.
negotiations, any Schedule, and any information.
relating o the applicable entiy’s (or person's) plans,
pricing, methods, methodologies, processes, nancial.
data, Tiss, ielleciual property rights, customer.
information, apparatus, statistics, programs, research,
development, or information technology.
Confidential Information does not_include any.
particular information that the receiving Party can.
demonstrate is (3) currently in the public domain,
(9) previously known to the receiving Pary free from.
any obligation to keep it confidential, (¢) publicly.
disclosed by or on behalf of the disclosing Party.
either prior to or subsequent (© the receipt of such.
information by the receiving Party, (@) independently.
developed by the receiving Party without eny access.
to or use of Confidential Information of the.
disclosing Party, or (¢) rightfully obtained by the.
receiving Party from a third party lawfully in.
possession of the Confidential Information and who.
is not bound by confidentiality obligations to the.
disclosing Party. Without limiting the foregoing.
Customer Confidential Information includes.
Customer Data.
“Customer Data” means any information provided by.
or on behalf of Customer to Vendor pursuant to his.
Agreement or a Schedule, including Customer.
Sensitive Data.
usomer Indemmitees” means Customer and.
Associated Enities, and ther respective. officers,
directors, employees, contactors, agents.
representatives, successors and assigns.
“Customer Sensitive Dara” means personally-
identifisble or financial information _ regarding.
Customer's former, current or prospective clients,
customers or employees.
“Destructive Elements” means code, programs or.
mechanisms that disrupt, modify, delete, harm or.
otherwise impede the operation of Customer's.
systems, including software or materials provided by.
or on behalf of Vendor.
“Documentation” means the documentation for a.
Product or Update sufficient to enable Customer.
personnel to Use and to fully understand the use and.
operations of the Product or Update. All Vendor.
Documentation will be () available on Vendor's.
‘website and (b) installed with the Product,
“Intellectual Property Rights” means all intellectual.
and industrial property rights, including copyrights,
‘mask work rights, moral rights, rade secrets, patent.
and service marks (including applications for, and.
registrations, extensions, renewals, and re-issuances.
of the foregoing).
Licensed User” means an individual to whom.
Vendor siga-in access has been granted or to whom.
an activation code has been assigned by a Customer.
administrator in the Vendor Admin Console.
Page 110136.

“Losses” means all judgments, awards, setlemens,
liabilities, damages, liens and claims, and all related.
costs, expenses and other charges suffered or.
incurred as a result of or in connection with a Claim,
including reasonable attomeys' fees and.
disbursements, costs of investigation, ligation,
Setlement and judgmen, and any taxes, interest,
penalies and fines with respect 10 any of the.
foregoing.
“Maintenance and Support Services” means. the.
‘maintenance and support services specified in his.
‘Agreement and the applicable Exhibits).
oduct” or “Software” means the software licensed.
under a Schedule hereto, and does not include sample:
content and templates with which the Software.
installs, which is for demonstration purposes, only.
“Schedule” means an ordering schedule under this.
Agreement, a form of which is attached hereto as.
Exhibit 1.
devn chaciersis oncom and atures, and.
performance and operating characteristics for the.
Products and Updates specified in the applicable.
Schedule.
erm” means the term of a license and is specified.
inthe applicable Schedule.
“Source Code” means the source code for the.
Products provided to Customer, including the.
Software, registered in the Copyright Office under.
Registration No. TXODOT3STS483, as may be.
‘modified by Vendor from time to time.
“Vendor Indemitces” means Vendor and its officers,
disectors, employees, contractors, agents,
representatives, successors and asigas.
“Vendor Personnel” means all personnel assigned by.
Vendor to perform any part of the Services, including.
employees and independent contractors and agents of.
Vendor and any of is subcontractors.
“Update” means a revision, update, improvement,
‘modification, enhancement, correction or new release.
of any Product.
“Use” means to use, execute, install, display, or.
update any Product, Update, Documentation or other.
‘materials provided to Customer hereunder.
“Warranty Period” means the Term.
“The undersigned parties have caused this Agreement fo be executed by their respective duly authorized.
representatives.
Macabacus, LLC.
By:
Name: Ryan E. MacGregor.
Tide: Owner.
Blackstone Administrative Services Partnership LP.
By: Blackstone Holdings 1 - Sub GP LLC, its General Partner.
we De.
Name: William Murphy.
Tile: Chief Technology Officer.
Page 120136.

‘CONFIDENTIAL.
EXHIBIT 1.
PRODUCT LICENSE SCHEDULE.
Order Date: February 24,2016.
“This Product License Schedule, made effective as of the Order Date abo, i issued pursuant (0 the Agreement.
between the Customer entity executing this Schedule, s st forth on the signature page below, and the Vendor.
identified bove, This Schedule identifies the specific software Product(s) being licensed to Customer.
Capitalized terms used but not defined in this Schedule have the meanings given in the Agreement.
Product Name: Macabacus Suite and Suite “Core”.
“Term: Annual staring on the Effective Date.
License Fee: as provided in Schedule A.
Payments. Except for amounts disputed by Customer, validly rendered Vendor invoices will be payable within.
thirty (30) days after Customer's receipt of the invoice. Any such dispute will no affect Vendor's right 0 payment.
of undisputed amounts and expenses or the Parties” obligations to perform hereunder. Each Party wll cooperate with.
he other in minimizing applicable tx. Vendor wil, at is ovm expense, use Commercially Reasonable Efforts to.
recover refundable or recoverable taxes. Vendor wil provide to Customer, ina form reasonably acceptable to.
Customer, original or certified copies ofall tax payment receipts or other cvidence of payment of taxes by Vendor.
with respect to transactions or payments under this Agreement.
Audits. During the term of this Schedule and for a period of atleast three (3) years afer the date of the inal.
‘payment hereunder, Vendor will mainain complete and accurate accounting records in connection with Products.
provided and Maintenance Services performed under this Schedule, in accordance with generally accepted.
accounting principles applied on a consistent basis, 0 substantiate ts charges hereunder. Vendor will provide.
Customer or is designees access (0 such records for audit purposes during th term of cach Schedule and for three:
(3) years aftr the date of the final payment under such Schedule. IFany audit reveals that Customer has overpaid.
any amounts, Vendor wil emit to Customer such amounts due within thirty (30) days afer receiving from.
Customer an invoice therefor. 1f any audit reveals that Customer has overpaid any amounts under a particular.
‘Schedule (exclusive of reimbursable expenses and taxes) during the audited period by ten percent (10%) or more of.
th toa] charges payable under such Schedule during such period, Vendor will, within thirty (30) days afer.
receiving an invoice therefor, reimburse Customer for sch overpayment.
“The undersigned partes have caused ths Schedule to be excuted by their respective duly authorized.
representatives.
Macabacus LLC Blackstone Administrative Services Partnership LP.
By: Blackstone Holdings 1 - Sub GP LLC. ifs General Patocr Gy By: ~.
Name: Ryan MacGregor ‘Name: Wiliam Murphy.
Tide: Owner Tie: Chief Technology Officer.
Page 130136.

Schedule A.
Macabacus Quote.
For: Blackstone Adminitrative Services Partnership L?.
tem Quantity.
Macabacus Suite” license 833.
Volume discount.
Macabacus “Suite” license subtotal.
Macabacus Suite Core" license. unlimited.
Processing fee (waived) Toul Memo items.
Effective cost per seat.
Incremental cost of SO more "Suite" licenses.
Incremental cost of 100 more "Suite" licenses.
Incremental cost of 150 more “Suite” licenses.
Incremental cost of 200 more "Suite" licenses.
Alpricsrefiect annus amounts. Soles ax net nid. unit price.
$199.95.
$1753.
February 1, 2016 Total $166,558.35.
(68,652.00).
$97,906.35.
$97,906.35 5279750 $5,265.00.
7.56250.
$9,695.00.
Note: if adifonalBcanses aro purchased, ho pring for these addtional licenses wl be pro-ate and the erm of.
hse icances wi be co forminalod wih 1h cron anus tr.
Page 140135.

EXIIBIT2.
MAINTENANCE AND SUPPORT SCHEDULE.
1. Maintenance and Support Services.
As a subscriber to the product, Customer shall be provided with Maintenance and Support Services. Maintenance.
‘and Support Services entlles Customer to the following:
Telephone or electronic support in order t help Customer locate and correct problems withthe Software (5) Bug fixes and code corrections to corect Software malfunctions in order © bring such Software.
into substantial conformity with the operating specifications.
(© All extensions, enhancements and other changes that Vendor, a its sole discretion, makes or.
adds to the Software and which Vendor fumishes, without charge, 0 all othe subscribers of the.
Software.
2. Response and Resolution Goals.
+ “Problem” means a defect in Software as defined in Vendor's standard Software specification.
hich significantly degrades such Software.
ix” means the repair o replacement of Software component to remedy Problem.
+ “Workaround” means a change in the procedures followed or data supplied by Customer to avoid.
a Problem without substantially impairing Customer's use of the Software.
“Respond” means acknowledgement of Problem received containing assigned support engines name,
date and time assigned, and severity assignment.
«Failure to meet a response or resolution goal described herein shal not constitu a material breach that.
riggers release of Source Code from escrow.
Problem Severity | Response Goals | Resolution Goals.
[1 The Software i not working. ‘Vendor ill respond | Upon confirmation of receipt, Vendor will commence.
| hich is creating a significant within | business | continuous work on the Probian, and a customer.
impacto the Customer's bo. resource must be available at any time 0 assist with.
business function, preventing that problem detemminaton. Vendor will provide.
funcion from being executed: reasonable effort for Workaround o Fix within 24.
hour, once the Problem is reproducible of once.
Vendor has identified the Software defect. Vendor.
‘may incorporate fix in future release of software.
2. The Software is moderately Vendor ill respond Vendor will provide reasonable effort or Workaround.
affected There isno workaround wikin 2business or Fix within 3 Business Days, once the Problem is.
curently available o the hours. reproducible, Vendor may incorporate ix in future.
release of software.
3. The Software iss notritical: Vendor will respond Vendor will provide resonable efor or Workaround.
| no data has been lost, and the ‘within 4 business ‘or Fix within 5 Business Days, once the Problem is.
System has not fled. Theissue has | hous. reproduce. Vendor may incorporate ix in future.
| been densified and doesnot hinder release of softvare.
‘normal operation, or the situation.
maybe temporary circumvented.
_usinean available workaround. El.
Page 15035.

4. Non-crtcal issues, general Vendor will respond | Resolution of Problem may sppess n fue.
questions, enhancement within 24 business | release of Softwa.
requests, or the functionality hours.
does not match documented.
3. Accessing Support.
“The support email addres is support@macabacus.com. The support phone number is 646-867-3440. Any Licensed.
User may contact Macabacus using the support email addres. Up to five (5) Customer personnel may be granted,
simulancously, access tothe support phone number,
4. Support and Maintenance Services Coverage.
‘Vendor vil provide Support and Maintenance Services for Severity 1 24 hours per day, 7 days a week All other.
issues will be addressed during Business Hours Coverage, which is Monday-Friday, Sam-pm ET excluding US.
Holidays, ss defined by the New York Stock Exchange on their website (hips:/wwownyse.comlmarketshours-
calendar).
5. Scope of Coverage. The same level of Support and Maintenance Services shall apply (© all Cusiomer’s.
subscribers of Software anywhere i the world.
Page 16.0135.

CONFIDENTIAL EXHIBITS CUSTOMER'S COMPETITORS.
Carly Group).
Kohlberg Kravis Roberts 6 Apollo Global Management.
Goldman Sachs Merchant.
Banking Division.
ove Capital Partners.
Oakiree Capital Management Bain Capital.
| Avian.
Warburg Pines.
Apa Partners.
Advent international.
Goldman Sachs AIMS.
Private Equity.
Riverstone Holdings.
providence Equity Partners.
Harbourvest Partners.
Adams Street Partners.
Fortress Investment Group.
Siver Lake permira Partners Grotp.
Hellman & Friedman ear Pantheon.
First Reserve Corporation.
Avenue Capital Group.
6C Partners.
Clayton Dubiler & Rice Ginven Onex Corporation.
EnCap Investments.
IC Flowers &Co.
Th Associates.
Nordic Capital.
‘Ares Management |
Leonard Grean & partners.
Neuberger Berman.

3.
Sankaty Advisors.
Centerbridge Capital Partners Stone Point Capital.
NGP Energy Capital Management Carval Investors.
Sequoia Capital.
Madison Dearborn Partners.
Pamplona Capital Management Commonfund Capital.
Terra Firma Capital Partners.
LGT Capital Partners.
Summit Partners.
‘GTCR Golder Rauner.
Vista Equity Partners.
Charterhouse Capital Partners Cerberus Capital Management Bridgepoint.
PAI Partners.
IPMorgan Asset.
Management -Private.
Equity Group.
Pathway Capital Management Portfolio Advisors Triton New Enterprise Associates.
BlackRock Private Equity Partners interme.
te Capital Group Cominvestments HeCapital.
Welsh, Carson Anderson & Stowe Siguler Gut.
Wi Ross & Co.
Thomas H Lee Partners.
Denham Capital Management Page 180135.

Crescent Capital Group,
Golden Gate Capital.
Mount Kellett Capital Management Towerrook Capital Partners Lindsay Goldberg.
Berkshire Partners.
Technology Crossover Ventures Equistone Partners Europe.
Wayzata Investment Partaers Affinity Equity Partners.
pinesiidge Investments.
Kelso & Company.
Platinum Equity.
Insight Ventre partners.
Alpinvest partners.
ATP private Equity Partners.
Tiger Global Management.
‘American Securities.
Vrde Partners.
Thoma Brave.
Keener Perkins Caufield & Byers Hony Capital Altor SL capital Patrers.
AEA Investors.
MatlinPatterson Global advisers The Jordan Company.
New Mountain Capital.
801 Capital Partners.
Montagu priate Equity Acts TOR Capital.
Hamilton Lane.
ak Hil capital Partners.
ABRY Partners.
JAFCO (apa).
Accel Partners.
Doughty Haron partners.
Page 190135.

Court square Capital Partners Telantic Capital Partners.
pacific Equity Partners.
Ps Capital Partners.
on Capital.
Horsley Bridge Partners.
Capital international.
MEK Partners.
RR Capital.
camp Capital Advisors.
Morgan Stanley Aemative.
Investment Partners.
Bayside Capital.
Oak Investment Partners.
Yorktown Patrers.
Riverside Company.
IK investment Partners.
0B Private Equity.
H1G. Capital.
‘Quantum Energy Partners Gipartners Inventis Investment.
Holdings (China).
Avista Capital Partners.
Lime Rock Partners.
Kayne Anderson Capital Advisors Enervest.
mic private Equity Funds.
‘Management Hitecvision Ale Capital Partners.
‘Angelo, Gordon & Co.
Vestar Capital Partners.
Baring Private Equity Asia.
Catterton partners Highbridge Adveq.
The Abiaz) Group.
Francisco Partners.
Levine Leichtman Capital Partners 106 Capital Partners.
Page 200135.

Charlesbank Capital partners Odyssey Investment Partners 0ST Global.
Liteon &Co.
Andreessen Horowitz.
stepstone Group.
Mid Europa Partners.
Navis Capital Partners Investindusteial Caixa Economica Federal.
Kohlberg & Company.
Morgan Stanley Private.
Equity Asia.
Crestuiew Partners.
Babson Capital Management KSL Capital Partners.
Veritas Capital.
Give Ivestimentos.
Russan Direct Investment Fund pine Brook Partners.
Olympus Partners.
Resource Capital Funds.
Index Ventures.
Aberdeen SVG Private Equity Baring Vostok Capital Partners Metaimark Capital.
Brookfield Asset Management China Bright Stone.
Investment Management Group Gores Group Waterdand Castilake.
Patria Investimentos.
Hopu Investment Management Golub Capital.
MHA Fund Management.
Pago 210135.

Sycamore Paftners.
Archer Capital.
Matrix Partners.
TIAA-CREF Asset, Management Lightspeed Venture. Panners SAF Partners.
PAG Asia Capital.
Nanjing Zin Investment.
New Horizon Capital.
cme capital.
Meri Energy Partners.
Astorg Partners.
Orbibed Advisors.
Abbott Capital Management Vitruvian Partners.
Sheridan Production Partners China Development Bank Capital Battery Ventures.
Norwest Vertture Partners.
Goldpoint Partners.
Marlin Equity Partners.
Audax Private Equity.
Bessemer Venture Partners.
Access Capital Partners.
‘Genstar Capital Partners.
Roark Capital Group.
Auda ternational.
Asia Alternatives Management Prudential Capital Group.
Rep Advisors.
Tinicum incorporated.
European Investment Fund.
Greylock Partners.
Tenenbaum Capital Partners Investeorp.
Intellectual Ventures.
Unitas Capital.
Page 220135.

miequity.
Global Investment House:
Ashmore Investment Management Northgate Capital.
Clessidra Capita! Partners.
Irving Place Capital.
Spectrum qty.
180 France.
FLAG Capital Management.
Advantage Partners.
KRG Capital.
ARC Financial Corp.
Mesirow Financial Private Equity Stering Partners.
Institutional Venture Partners GP Investments.
Southern Cross Group. Euromezzanine ORI Capital.
Yunfeng Capital.
Wilshire Private Markets.
Strategic Value Partners.
Castle Harlan).
Freeman spogl & Co.
General Catalyst Partners.
uo Asia Private Capital.
Park Square Capital Partners Sentient Group.
Alchemy partners.
Draper Fisher Jurvetson.
ak Hil Advisors.
Ecs Capital.
Qalaa Holdings.
Merced Capital.
Danske Private Equity.
Headland Capital Partners.
AAC Capital Patners.
Sentinel Capital Partners.
Unison Capital.
Page 23035.

Catalyst Capital Group.
Rhone Capital.
Altamar Private Equity.
Park Street Capital.
20M Capital.
Exponent Private Equity.
Legend Capital Management FL.
ILL partners.
Marathon Asset Management FountainVest Partners chryscapital Trustbridge partners.
Highland Capital Partners.
Western Technology Investment invest Partners.
performance Equity Management Herkules Capital.
‘White Deer Energy.
Wellspring Capital.
Management.
Apax France.
Sumitomo Mitsu Trust capital CHAMP Private Equity.
Accel KR.
RBS Asset Management.
756 Consumer Partners.
Orchid Asia Group Management Munich Private Equity Partners The Founders Fund Management Venrock.
Quadrant Private Equity.
UR partners Aina Greenbriar Egy Group.
Khosla Ventures.
aprior Capit Partners.
Page 24035.

Storebrand Kapitalforaltning American Securities.
Opportunities Fund.
Yucaipa Companies.
Aurora Capital Group.
Benchmark Capital.
Gov capital.
ACG Capital.
Hutton Collins.
Top Tir Capita Partners.
Greenspring Associates.
China Science & Merchants.
Capital Management.
Cartesian Capital Group.
Norwest Equity Partners.
Vinci Capita Partners.
Egeria Capital Management.
Falcon Investment Advisors.
‘Aquiline Capita Partners.
Essex Woodlands.
Brookfield Capital Partners.
Blue Ridge China.
EC partners.
Harvest Partiers.
Corsair Capital.
Capvis Equity Partners.
Chequers Capital.
Graphite Capital Management Palladium Equity Partners.
Altanz Capital Partners.
Moelis Capital Partners.
General Atlantic.
Elevation Partners.
Saling Capital.
reat ill Partners.
MidOcean partners.
Redpoint Ventures |
Olamond Castle Holdings.
‘AnaCap Financial Partners.
Deutsche Setellgungs AG.
Unigestion.

«TB Private Egity.
ACON Investments.
Lightyear Capital.
| spark Capital.
| industry ventires.
Quadrangle Group.
‘Edmond de Rathschild.
Investment Partners.
HQ Asa Pacific.
1PM investors.
Birch Hil Equity Partners.
STC investments.
Black Diamond Capital Management LBC Credit Partners oem Water Street Healthcare: Partners Actera Group.
10€A Capital Funds.
Capital Dynamics.
Pamiico Capital.
Gilde Buy Out Partners.
Vector Capit.
Healthare Royalty Partners.
Enterprise Investors.
Neuberger Berman.
eronis Sublet Stevenson.
Groupe Alpha.
Beijing Equity Investment.
Development Management.
Balderton Capital.
Northstar Group.
private Advisors.
Northleaf Capital Partners.
‘Golding Capita Partners.
Domain Assadiates.
‘Canaan Partners.
w Capital Partners.
Audax Mezzanine.
Pegasus Capital Advisors.
Perella Weinberg Partners.
Newstone Capital Partners.
Page 260135.

Vision Capital.
Motion Equity Partners.
Orchard Fist Source.
Wind Point Partners.
Charles River Ventures.
ld Mutual investment Group Ea.
L Capital Asa.
Wesford Capital.
RobecosaM Private Equity.
Menlo Ventures. Mezzvest Qiming Venture Partners.
Boyu Capital.
Vantagepoint Capital Partners American Capital.
Haitong Kaiyuan Investment Zhongehen Fund Management Crossink Capital.
‘Symphony Technology.
Group.
Helios Investment Partners.
Fs Capital.
Sovereign Capital.
Foundation Capital.
Ethos Private Equity.
Quitest Private Equity.
MH. Camegie & Co.
Vogo nvestrient.
Clearwater Capital Partners.
SCE Partners.
21 partners.
QUAUUM ndestssement.
1H. Whitney & Co.
RoundTable Healthcare Partners B76 Pactual.
Finance in Motion.
Babson Capital Europe.
Frater Healthcare Ventures.
Page 270135.

Snow Phipps Group.
Twin Bridge Capital Partners 3iDebt Management.
Hapa Capital Management.
Inventages Venture Capital.
Garrison Investment Group.
Banc Funds Company.
Monitor Cipper Partners.
6° Capital.
Centre Partners Management Austin Ventures.
IFC Asset Management Company 556 Capital Management.
Phoenix Capital.
58 Capital.
Macquarie investment Management Parthenon Capital.
New Sik Route Growth Capital New Vernon Capital.
Bedford Funding.
Climate Change Capital.
Mertech Capital Partners.
Endeavour Capital.
‘Accent Equity Partners.
Bencis Capita Partners.
Arsenal Capital Partners.
Ignition Venture partners.
Clearlake Capit Group.
Polaris Partners.
Mayfield Fund.
Quadriga Capital.
Swicorp.
Sageview Capital.
Softbank China Venture Capital Arcano Alternative Asset Management Eowmark Capital.
Alcentra Group.
Page 28035.

Macquarie Infrastructure.
and Real Assets (MIRA).
uff Ackerman & Goodrich Ventures New Forests.
Darby Overseas Investments Third Rock Ventures.
Timbervest partners.
cape Capital.
Sofinnova Ventures.
Maj Invest Eq.
Duke Street.
Phoenix Equity Partners.
‘Windjammer Capital.
Olympus Capital Asia.
Pamodzi investment oneap Northern Trist Alternatives Group The Sterling Group.
China international Capital.
Corporation Private Equity:
Kinderhook Industries.
Diamond A Ford.
Clairvest Group.
Turkven Private Equity.
Bridgepoint Development Capial tincoinshire Management.
Atlas Holdings.
Hs capial.
Magnum Industrial Partners.
Emerging Capital Partners CapMan inflexion.
InterWest Partners.
Ici Venture Funds Management Sofinnova Partners.
Behrman Capital.
Altamont Capital Partners.
ABS Capital Partners.
Caltus Capital Management Page 290135.

Beecken Petty O'Keefe &.
Company.
US Venture Partners.
Stafford Timettand.
FTV Capital.
Morgan starley Global.
Private Equity.
Columbia Capital im Ridgewood Energy.
Net Mercapital.
NCH Capital.
Paine & partners.
Fortune Venture Capital.
Insight Equity.
Blum Capital Partners.
August Capital.
Aisling Capital.
Ridgemont Eqiiy Partners.
Osprale Management.
SwanCap investment. Management QCapita Partners fcel Riverside partners.
PPM America Capital Partners Athlone Grodp|
S81 Investment Capaanine Edgewater Funds.
caird Capital FE Harbour Group.
Cathay Capital Private. Equity Parallel Private Equity.
saints Capital.
Glarus Ventuies.
ARCH Venture Partners.
Longreach Gioup.
Inia Value Fund Advisors.
Ge Capital Partners.
Norwest Mezzanine.
Page 300135.

| partners.
Shanghai Real Power Capital 106 Capital.
Forest investment Associates ho Capital Partners.
GSR Ventures.
palamon Capital Partners.
Graham partners.
Orion Mine Finance.
Afinum Management.
GenNx360 Capital Partners.
RHO Ventures.
Capital Royalty.
Victoria Capital Partners.
1515 Equity Partners.
‘North Bridge Growth Equity.
Versa Capital Management.
Sepuiah Management.
‘American Industrial Partners American Infrastructure mip Angra Partners.
Nexus Capital.
ronbridge Capital.
IMM Private Equity.
Real Power Capital.
Brazos Private Equity Partners Corporate Partners.
Lee Equity Partners Hoe Mohr Davidow Ventures.
Everbright Private Equity.
Interval Catal Perseus SV life Sciences.
Norvestor Equity.
Gulf Capital.
Fort Washington Capital Partners Abingworth Management.
Page 310135.

Cabot square Capital.
Hancock Capital.
Management.
Mert Capital Partners.
Russia Partners.
Odewald & Compagrie.
Portobello Capital.
Fulcrum Capital Partners.
Global Environment Fund.
Gresham Private Equity.
Capital Partners.
Abr Capital Partrers.
Campbel Global.
Goldman Sachs Australia synergo Huron Capital Partners.
Cortec Group.
North Bridge Venture. Partners Ergon Capital Partners.
Sagard Private Equity Morgenthaler Shasta Ventures.
Elbrus Capital.
Clyde Blowefs Capital.
Quad.C Management.
Avedon Capital Partners.
KERN Partners.
Lyceum Capital.
Kerogen Capital.
Altima Partners.
SFC Energy Partners.
Cush capita Partners.
Japan Industral Solutions.
Everstone Capital.
CB International Asset Management Rutland Partners.
‘Marunouchi Capital.
Industrial Growth Partners.
Weston Presidio Capital.
Barclays Capital.
Quintana Capital Group.
Page 320135.

ysam Global partners.
Cotero Energy Company |
Teleoint Capt.
| primavera Capa | Gloraxcaptl Page 330135.

EXHIBIT 4.
Consulting Services.
Vendor will develop a software module (the “Module") meting the specifications set out in Schedule A (0 this.
Exhibit,
“The Module willbe Product as provided inthis Agreement and will be subject o the terms of the Agreement,
including Acceptance Testing as provided in Section 2. The rate for the development of the Module will be $150.
per hour. The total cost for developing the Module will ot exceed $20,000 and will not be le than $9,000.
For the sole purpose of developing the Module, Customer will license 0 Vendor certain proprietary Customer tools.
(xe “BXTools"). Customer provides a nonexclusive, nonizansferable license to use the BX Tools 0 develop the.
Module. Vendor will not incorporate the BXTools ino the Module, nor will Vendor make the BX Tools available to.
any third party. The BXTools will be Customer Confidentil Information, and Vendor will destroy the BXTools.
(without retaining any copy) after acceptance by Customer or as otherwise specified by Customer. Upon Customer.
request, Vendor shall provide written notification confirming that ll copies of the BX Tools have been destroyed.
Upon completion of the Module, Vendor will provide Customer an invoice including the folowing information:
Total fes due based on number of hours worked times the $150 hourly rat, subject 0 the cost ceiling and.
floor specified above.
‘Notwithstanding the terms of the Agreement, payment wil occur within thirty days after Acceptance.
‘Vendor will not incur any other costs o expenses without Customer approval.
Maintenance and Support Services for the Module afer Acceptance wil be as specified in Exhibit 2 subject 0 the.
folowing: Any request hat takes Les than 30 minutes will be provided at no additional cost. For any request that.
requires more than 30 minutes, the amount of ime above 30 minutes il be provided at a rac of $150 per hour.
‘Any requestor inquiry related to the Module s considered no more severe than Problem Severity 3.
Page 340135.

Schedule A to Exhibit4 Specifications Relink shapes linked to Microsoft® Excel cells and charts in Microsoft® PowerPoint presentations.
and Microsoft® Word documents that were originally lisked with BX Tools, replacing them with.
Macabacus inks.
Linked shapes will be relinked, but wil not be updated, such that there will be no visual impact of.
relinking on the presentation or document.
Modify source workbooks as needed to create Macabacus inks, which wil involve inserting one.
or more hidden range names ino the source workbook.
Allow the user to relink shapes in the active presentation or document, and multiple shapes at.
once in those presentations and documents.
Provide notification to the user (on screen) when any link conversion falls, which will occur when.
the source workbook, chart, or cel range cannot be located.
‘Conversion Tool will be delivered as two standalone COM add-ins; one for PowerPoint and one.
for Word-in a single installer, and will function independent of the Macabacus add-ins.
Conversion Tool will work with both a normal Microsoft® Windows file system and Microsoft®.
‘SharePoint, but the Windows-compatble version wil be released to Customer when ready, even.
ifthe SharePoint-compatible version remains in development.
Page 350135.