General Terms and Conditions

(For Service Providers and/or Independent Contractors)

These General Terms and Conditions and the relevant Insertion Order(s) as signed between the Parties (the

“Insertion Order”; “IO”), constitute as the entire agreement (“Agreement”) and is a legally binding and enforceable

agreement between and between Interactive Studios Ltd. an Israeli Private Company No. 517064929 and/or its

subsidiary or affiliated companies (the “Company”), and the Service Provider and/or Independent Contractor, whose

details are shown on the relevant IO (the “Service Provider”). The Company and Service Provider shall be referred

to individually as a “Party” and collectively as the “Parties”.

1. The Services

1.1. The Company hereby retains Service Provider to provide certain services, as more fully set forth in the relevant IO, and any other services that are mutually agreed between the Parties from time to time (the “Services”), all subject to and in accordance with the terms and conditions set out in this Agreement.

1.2. The Services shall be provided personally and exclusively by Service Provider, unless otherwise agreed in writing by the Company. Service Provider shall ensure compliance with the terms and conditions of this Agreement by all of its employees, agents and independent contractors, (if any and if approved by the Company) it is being agreed that any breach thereof by any of the foregoing shall be deemed a breach by Service Provider.

1.3. The Services shall be carried out in accordance with: (i) the specifications, guidelines, procedures,

parameters and other requirements set out the relevant IO; (ii) all applicable laws, rules,

regulations, guidelines and industry standards; and (iii) the written instructions of the Company, as may be provided from time to time.

1.4. Service Provider undertakes: (i) that the Services shall be performed in a professional and

workmanlike manner consistent with applicable standards for the performance of the same or similar services; (ii) that the necessary resources and appropriately qualified personnel shall be devoted to the performance of the Services; (iii) that in the provision of the Services, Service Provider will not make use of confidential or proprietary information, trade secrets without adequate licenses being in place, and shall avoid operating and/or performing any Services in a manner which infringes or is likely to infringe the rights of any third party.

1.5. Service Provider shall not make any amendments to or deviate from the Services hereunder without prior discussion with and the prior written consent of the Company and shall report to the Company immediately in the event of any deviations from the Services, delay in the timelines or any other substantial issues relating to the Services.

1.6. Service Provider hereby warrants and represents towards the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof will not: (i) result in any violation of any statute, regulation or judicial decree; (ii) constitute a default under or breach of any legal obligation and/or agreement and/or undertaking and/or other instruments to which Service Provider is a party or to which it is bound.

2. Consideration; Report

2.1. In consideration for the Services rendered by Service Provider, the Company shall pay Service Provider the fee(s) set out in the relevant IO (the “Service Fee”), in accordance with the payment terms contained therein. The Service Fee is inclusive of all applicable taxes (not including VAT, if applicable). The Service Provider shall not be entitled to any other payment, remuneration, expense, or consideration of any type from the Company and/or its affiliates for the performance of the Services or otherwise under this Agreement.

2.2. The Service Provider shall be solely responsible for the payment of all taxes, levies, social benefits and any other payments required by the applicable law to be made in connection with this Agreement. The Company shall deduct withholding tax (if imposed on Service Provider) from the payments referred to above, as prescribed by applicable law, unless Service Provider provides the Company with evidence of an exemption from the payment of withholding tax.

2.3. Service Provider is required to provide the Company with a report detailing the number of its actual working days (i.e., the days during which the services have been actually provided) and the number of any days-off (i.e., any holydays, vacation and/or sick leave days, etc.) as per the scope of the

Agreement (the “Report”).

2.4. For the Service Provider who provides its services according to the relevant IO under an hourly rate

basis, the Report will include the number of the accumulated approved service hours during the specific month (as per the scope of Services as detailed in the relevant IO and/or as approved by the direct manager on behalf of the Company) .

2.5. The Report must be provided for the review and approval of the direct manager and/or the CEO of the Company by the end of every calendar month (e.g., on the 30th or 31st), along with the relevant invoice. Thereafter and once approved by the direct manager and/or the Financial Dept., the approved invoice will be paid by the 10th day of the preceding month and subject to a valid invoice (including VAT and/or any related Taxes, if applicable). It should be emphasized that the Service

Fee shall be paid only subject to an invoice under the name of the Service Provider and directly to its own bank account, all as stated in the applicable IO.

2.6. It should be emphasized that the Company reserves the right to deduct and/or offset any amount from any Service Fee, compensation and/or payment if such payment (and any portion thereof) has not been approved by the direct manager and/or the Finance Dept. For example, in case where the Service Provider is entitled for a “Fix Monthly Fee” of X amount (i.e., for the scope of 22 working days a month), and took 5 vacation days or sick leave days in a particular month, then the actual payment for that same month will be calculated by the following formula: the “Fix Monthly Fee” divided by 22, multiplying by 17 (meaning, 22 working days, minus 5 vacation and/or sick leave days).

3. Confidentiality

Simultaneously with the execution of this Agreement, and as a condition hereto, Service Provider shall and hereby irrevocably agree to the undertaking attached hereto as Appendix A (“Undertaking”). Notwithstanding anything to the contrary, the engagement of Service Provider shall not begin prior to the execution of the relevant IO and this Agreement, to which the Undertaking are considered as an integral part.

4. Proprietary Rights

4.1. All inventions, data, databases, information, materials, prototypes, ideas, strategies, discoveries,

improvements, work products, designs, logos, brands, websites, graphics, photographs, images, animations, presentations, technology, techniques, software, computer programs, applications, layouts, schematics, source code, object code, reports or other results conceived of, created, written, designed, developed, reduced to practice, authored or made by or on behalf of the Service Provider, alone or together with others (i) during and/or arising from the performance of the

Services hereunder, and/or (ii) relating to the Confidential Information, and all related patents,

copyrights, know-how, moral rights, trademarks, trade names and other intellectual property (including applications therefor) (collectively, the “Proprietary Data and IP”), as between the Parties, shall be the exclusive property of the Company and shall be deemed “works made for hire”.

4.2. The Company and/or its affiliates shall be free to use the Proprietary Data and IP as it sees fit (including the right for further modification) and Service Provider expressly waives all economic rights in the Proprietary Data and IP, including without limitation, any rights to royalties from any intellectual property right and any right to receive any payment or other consideration not mentioned in this Agreement.

4.3. Upon the Company’s request, Service Provider shall execute, and shall procure that its employees and subcontractors execute, any document or instrument (including deeds of assignment) and shall take all further acts reasonably required to transfer and/or assign all right, title and interest in and to the Proprietary Data and IP to the Company and/or its affiliates and/or to perfect their title therein, at the Company’s expense.

4.4. Nothing contained herein shall be deemed to grant Service Provider and/or its employees or subcontractors a license to use the Proprietary Data and IP and any other Confidential Information for any purposes whatsoever except for the performance of the Services in accordance with the terms herein.

5. Term and Termination

5.1. The term of this Agreement shall commence as of the Effective Date of the relevant IO and shall continue in full force and effect until completion of the Services, or unless earlier terminated in accordance with the provisions of this Section 5.

5.2. Either Party may terminate this Agreement by providing a written notification to the other Party at least 14 days before the desired termination.

5.3. The Company may terminate this Agreement immediately, if Service Provider challenges in any way the intellectual property rights of the Company.

5.4. Notwithstanding the above, the Company shall be entitled to terminate this Agreement for Cause (as defined below) with immediate effect at any time, at its sole discretion, by providing the Service Provider with written notice. In such an event, the Service Provider shall only be entitled to the applicable consideration at the date of such termination notice by the Company. “Cause” shall exist

if: (i) the Service Provider has committed a dishonourable criminal offense; or (ii) the Service Provider deliberately causes harm to Company’s business affairs; or (ii) the Service Provider breaches the confidentiality and/or proprietary information provisions of this Agreement and any of its exhibits; or (iv) any other breach of this Agreement which is not cured within 7 days of receipt of written notice thereof.

5.5. Upon expiration or termination of this Agreement for any reason whatsoever, Service Provider shall: (i) return to the Company all documents and materials, in whatever media, and of any nature, and any copies thereof, containing, including or evidencing Confidential Information or otherwise belonging to the Company and/or related to the Company’s activities and/or to the Services; (ii) deliver to the Company all segments of Work Product (as defined hereafter) prepared by it hereunder; and (iii) assist in the transferring of the position, matters and documents pertaining to the company’s business or the Services to whomever the Company shall designate.

5.6. In the event of termination of this Agreement for any reason, the Company shall make payment to Service Provider for work actually performed until the effective date of termination. The payments by the Company as aforesaid constitute the sole payment obligations of the Company in the event of such termination.

5.7. Termination of this Agreement by either Party shall not affect the rights and obligations of the Parties accrued prior to the effective date of termination.

5.8. The provisions of Sections 1.2, 3, 4, 5.4, and 6 through 9 shall survive any termination or expiration of this Agreement.

6. Independent Contractor

The Parties agree that Service Provider is an independent contractor of the Company and in no event shall an employer-employee, partnership, joint venture or principal-agent relationship be established between the Company and Service Provider and/or its employees or subcontractors, under this Agreement. Neither Service Provider nor anyone acting on its behalf shall be empowered to act for, bind or otherwise create or assume any obligation on behalf of the Company.

7. Indemnification

Service Provider will defend, indemnify and hold the Company, its affiliates and their respective directors, officers, employees, subcontractors and agents harmless from and against any and all damages, liabilities, claims, losses, expenses and costs (including reasonable attorneys’ fees and legal costs) of whatever kind or nature (collectively, “Loss”) to the extent that such Loss arises out of or results from claims, or suits, or other actions arising out of, or resulting from: (i) the negligence or wilful misconduct of the Service Provider; (ii) the breach of this Agreement by Service Provider; and/or (iii) the violation by Service Provider of applicable laws, rules, regulations or guidelines.

8. Notices

All notices permitted or required by this Agreement shall be in writing and shall be deemed to have been duly served (i) if personally delivered, when actually delivered; (ii) if sent by facsimile or by electronic mail

in PDF format, upon transmission thereof (receipt of which has been confirmed by the recipient); or (iii) 5 (five) business days after being mailed, postage prepaid, return receipt requested, if sent by registered mail and addressed to the address of the Parties set out in the relevant IO.

9. Miscellaneous

9.1. This Agreement, including the Appendixes hereto, represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, agreements and discussions between them, oral or written, with respect to the subject matter hereof. In the event of any conflict between this Agreement and any Appendix, this Agreement shall prevail, unless otherwise specifically provided in the said Appendix.

9.2. No provision of this Agreement (including its Appendix) may be amended or modified unless agreed to in writing and signed by both Parties. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Party against such waiver is sought. No waiver by either Party at any time to act with respect to any breach or default by the other Party of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

9.3. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns. Neither this Agreement nor any responsibilities, obligations or rights hereunder may be assignable, subcontracted or transferable by Service Provider without the prior written consent of the Company. The Company shall have the right, at its sole discretion, to assign this Agreement to any affiliate without Service Provider’s consent.

9.4. This Agreement shall be governed by the laws of the State of Israel, without giving effect to its conflict of law provisions. Any dispute arising out of, or relating to this Agreement, shall be resolved exclusively by the competent courts located in Tel Aviv-Jaffa, and each of the Parties hereby submits exclusively and irrevocably to the jurisdiction of such courts.

9.5. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determined shall not affect the validity, legality or enforceability of any other part of this Agreement; and the remaining parts shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein, provided, however, that in such event this Agreement shall be interpreted so as

to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent

jurisdiction.

Appendix A

UNDERTAKING

THIS UNDERTAKING (“Undertaking”) is entered by and Interactive Studios Ltd. an Israeli Private Company

no. 517064929 (the “Company”), and the Service Provider and/or Independent Contractor, whose details are shown on the relevant IO as signed between the Parties (the “Service Provider”). The Company and Service Provider shall be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, Service Provider wishes to be engaged by the Company; and

WHEREAS, it is critical for the Company to preserve and protect its Confidential Information (as defined below) and its rights in Inventions (as defined below) and in all related intellectual property, and Service Provider is entering into this Undertaking as a condition to Service Provider’s engagement with the Company.

NOW, THEREFORE, the Service Provider undertakes and warrants towards the Company as follows:

References herein to the term “Company” shall include any of the Company’s direct or indirect parents, subsidiary

and affiliated companies, and their respective successors and assigns.

1. Confidentiality.

1.1. Service Provider acknowledges that Service Provider may have access to information that relates to the Company, its business, assets, financial condition, affairs, activities, plans and projections,

customers, suppliers, partners, and other third parties with whom the Company agreed or agrees, from time to time, to hold information of such party in confidence (the “Confidential Information”).

Confidential Information shall include, without limitation, information, whether or not marked or designated as confidential, concerning technology, products, research and development, patents, copyrights, inventions, trade secrets, test results, formulae, processes, data, know-how, marketing,

promotion, business and financial plans, policies, practices, strategies, surveys, analyses and forecasts, financial information, customer lists, agreements, transactions, undertakings and data concerning employees, Service Providers, officers, directors, and shareholders, customers, or users or any data concerning any identified or identifiable natural person, and all Service Inventions (defined below). Confidential Information includes information in any form or media, whether documentary, written, oral, magnetic, electronically transmitted, through presentation or demonstration or computer generated. Confidential Information shall not include information that:

(i) has become part of the public domain not as a result of a breach of any obligation owed by Service Provider to the Company; or (ii) is required to be disclosed by law or the binding rules of any governmental organization, provided, however, that Service Provider gives the Company prompt notice thereof so that the Company may seek a protective order or other appropriate remedies, and further provided, that in the event that such protective order or other remedy is not obtained, Service Provider shall furnish only that portion of the Confidential Information which is legally required, and

shall exercise all reasonable efforts required to obtain confidential treatment for such information.

1.2. Service Provider acknowledges and understands that the engagement by the Company and the

access to Confidential Information creates a relationship of confidence and trust with respect to such

Confidential Information.

1.3. During the term of Service Provider’s engagement and at any time after termination or expiration thereof, for any reason, Service Provider shall keep in strict confidence and trust, shall safeguard, and shall not disclose to any person or entity, nor use for the benefit of any party other than the Company, any Confidential Information, other than with the prior express consent of the Company.

1.4. All rights, titles and interests in and to Confidential Information are and shall remain the sole and exclusive property of the Company or of the third party providing such Confidential Information to the Company, as the case may be. Without limitation of the foregoing, Service Provider agrees and acknowledges that all memoranda, books, notes, records, email transmissions, charts, formulae, specifications, lists and other documents (contained on any media whatsoever) made, reproduced, compiled, received, held or used by Service Provider in connection with the engagement by the Company or that otherwise relates to any Confidential Information (the “Confidential Material”),

shall be the Company’s sole and exclusive property and shall be deemed to be Confidential Information. All originals, copies, reproductions and summaries of the Confidential Material shall be delivered by Service Provider to the Company upon termination or expiration of Service Provider’s engagement for any reason, or at any earlier time at the request of the Company, without Service Provider retaining any copies thereof.

1.5. During the term of Service Provider’s engagement with the Company, Service Provider shall not remove from the Company’s offices or premises any Confidential Material unless and to the extent necessary in connection with the duties and responsibilities of Service Provider and permitted pursuant to the then applicable policies and regulations of the Company. In the event that such Confidential Material is duly removed from the Company’s offices or premises, Service Provider shall take all actions necessary in order to secure the safekeeping and confidentiality of such Confidential Material and return the Confidential Material to their proper files or location as promptly as possible after such use.

1.6. During the term of Service Provider’s engagement with the Company, Service Provider will not improperly use or disclose any proprietary or confidential information or trade secrets, and will not bring onto the premises of the Company any unpublished documents or any property, belonging to any former employer or any other person to whom Service Provider has an obligation of confidentiality and/or non-use (including, without limitation, any academic institution or any entity related thereto), unless generally available to the public or consented to in writing by that person.

2. Ownership of Inventions.

2.1. Service Provider shall deliver to Company any and all deliverables, documents, materials, files, information, and work product (and in the case of code, both object and source code) (collectively, “Work Product”) and Service Provider shall immediately notify and disclose in writing, and deliver to the Company, or any persons designated by the Company from time to time, all information, developments, ideas, improvements, inventions, trademarks, works, designs, trade secrets, formulas, processes, techniques, codes, models (including, without limitation mathematical models), updates, changes, know-how and data, whether or not patentable or registerable under copyright or any similar laws, (all of the foregoing in this paragraph, “Invention(s)”) which are made or conceived or reduced to practice or learned, developed, created, invented, discovered, by Service Provider, either alone or jointly with others, during or in connection with Service Provider’s engagement with the Company, immediately upon discovery, receipt or invention as applicable, in the case of Inventions, and in the case of Work Product, upon completion thereof, upon Company’s request, and upon termination of this Agreement (such Inventions, together with such Work Product, “Service

Inventions”)

2.2. Service Provider agrees that all the Service Inventions are, automatically upon creation, exclusively owned by the Company, shall be and remain the sole property of the Company and its assignees, and the Company and its assignees shall be and remain the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all other rights of any kind or nature, including moral rights, in connection with such Service Inventions. Without derogation from the foregoing, Service

Provider hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Service Inventions (which shall be deemed part of the Service Inventions): (i) all title, rights and interest in and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the same; (vi) any and all title, rights and interest in and to any Invention; and (vii) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Service Provider also hereby forever waives and agrees never to assert any and all Moral Rights Service Provider may have in or with respect to any Service Inventions, even after termination of engagement on behalf of the Company. Service Provider shall not represent that it possesses any proprietary interest or any intellectual property rights in the Service Inventions and any other work developed for Company and shall not, directly or indirectly, take any action to contest Company’s intellectual property rights and Service Inventions, or infringe them in any way. “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.

2.3. Service Provider further agrees to perform, during and after the term of Service Provider’s engagement with the Company, all acts deemed reasonably necessary or desirable by the Company to permit and assist it, at the Company’s expense, in filing, prosecuting, obtaining, maintaining, defending and enforcing, and seeking damages for infringement, misappropriation or violation of the Service Inventions and the registration or recordal thereof (in the name of Company, its designees or assignees) in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance, cooperation, or participation (including as a party or plaintiff) in legal proceedings. Service Provider hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as Service Provider’s agents and attorneys-in-fact to act for and on Service Provider’s behalf and instead of Service Provider, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Service Provider.

2.4. If Service Provider uses or includes in or links to the Service Inventions and/or Services any preexisting Inventions or Work Product (“Background IP”) owned or licensed by Service Provider, (i) Service Provider shall identify such Background IP prior to commencement of the Services and first obtain Company’s approval therefor; and, (ii) Service Provider hereby grants Company a non-exclusive, royalty-free, perpetual irrevocable, transferable, assignable, and sub-licensable (including the right

to sublicense and grant the right to sublicense in multiple tiers) worldwide right and license, under all Intellectual Property Rights, to execute, make, reproduce, modify, distribute, perform, display, broadcast, sell, resell and offer to sell such works and prepare derivative works based upon such works, import, use and exploit for any purpose in connection with the Inventions and Services and have any of the foregoing done for such purpose.

2.5. Service Provider shall not be entitled to any monetary consideration or any other consideration except as explicitly set forth in the Services Agreement. Without limitation of the foregoing, Service Provider irrevocably confirms that the consideration explicitly set forth in the Services Agreement is in lieu of any rights for compensation that may arise in connection with the Inventions under applicable law and waives any right to claim royalties or other consideration with respect to any Invention. Any oral understanding, communication or agreement with respect to the matters set forth herein, not memorialized in writing and duly signed by the Company, shall be void.

3. Unfair Competition and Solicitation.

3.1. Service Provider undertakes that during the term of engagement with the Company, Service Provider shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, Service Provider or otherwise, in any business, occupation, work or any other activity which competes, directly or indirectly, with the business of the Company as currently conducted and as proposed to be conducted during the Service Provider’s engagement with the Company and upon its termination without prior notification to the Company.

3.2. Service Provider acknowledges that in view of Service Provider’s exposure to, and involvement in, the Company’s sensitive and valuable proprietary information, property (including, intellectual

property) and technologies, as well as its goodwill and business plans (the “Company’s Major Assets”), the provisions of this Section 3 are reasonable and necessary to legitimately protect the Company’s Major Assets, and are being undertaken by Service Provider as a condition to the engagement of Service Provider by the Company. Service Provider confirms that Service Provider has carefully reviewed the provisions of this Section Error! Reference source not found., fully understands the consequences thereof, and has assessed the respective advantages and disadvantages to Service Provider of entering into this Undertaking and, specifically, Section 3.1 hereof.

4. General.

4.1. Service Provider represents that the performance of all the terms of this Undertaking and Service Provider’s duties as a Service Provider of the Company does not and will not breach any invention assignment, proprietary information, non-compete, confidentiality or similar agreements with, or rules, regulations or policies of, any other party (including, without limitation, any academic institution or any entity related thereto). Service Provider acknowledges that the Company is relying upon the truthfulness and accuracy of such representations in its decision to engage with the Service Provider.

4.2. Service Provider acknowledges that the provisions of this Undertaking serve as an integral part of the terms of the Services Agreement and reflect the reasonable requirements of the Company in order to protect its legitimate interests with respect to the subject matter hereof.

4.3. Service Provider recognizes and acknowledges that in the event of a breach or threatened breach of

this Undertaking by Service Provider, the Company may suffer irreparable harm or damage and will, therefore, be entitled to injunctive relief to enforce this Undertaking (without limitation to any other remedy at law or in equity).

4.4. This Undertaking is governed by and construed in accordance with the laws of the state of Israel, without giving effect to its laws pertaining to conflict of laws. Any and all disputes in connection with this Undertaking shall be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in the city of Tel-Aviv, Israel. Notwithstanding the foregoing, the Company may seek preliminary or interim relief of any kind in any competent court in any jurisdiction.

4.5. If any provision of this Undertaking is determined by any court of competent jurisdiction to be invalid,

illegal or unenforceable in any respect, such provision will be enforced to the maximum extent

possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Undertaking only with respect to such jurisdiction in which such clause or provision cannot be enforced, and the remainder of this Undertaking shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Undertaking. In addition, if any particular provision contained in this Undertaking 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 the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law.

4.6. The provisions of this Undertaking shall continue and remain in full force and effect following the termination or expiration of the engagement between the Company and Service Provider, for whatever reason. This Undertaking shall not serve in any manner so as to derogate from any of Service Provider’s obligations and liabilities under any applicable law.

4.7. This Undertaking constitutes an integral part of the IO and/or the Agreement between Service Provider and the Company with respect to the subject matter hereof and supersedes all prior agreements, proposals, understandings and arrangements, if any, whether oral or written, with respect to the subject matter hereof. No amendment, waiver or modification of any obligation under this Undertaking will be enforceable unless set forth in a writing and signed by the Company. No delay or failure to require the performance of any provision of this Undertaking shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Undertaking as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

4.8. This Undertaking, the rights of the Company hereunder, and the obligations of Service Provider hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights under this Undertaking. Service Provider may not assign, whether voluntarily or by operation of law, any of Service Provider’s obligations under this Undertaking, except with the prior written consent of the Company.