FILED: NEW YORK COUNTY CLERK 06/22/ :16 PM INDEX NO /2016 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 06/28/2016 EXHIBIT B

Transcription

1 FILED: NEW YORK COUNTY CLERK 06/22/ :16 PM INDEX NO /2016 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 06/28/2016 EXHIBIT B

2 6/22/2016 Indy Research Labs, LLC Mail Perseus Contract Package Mitch Sonies Perseus Contract Package Anthony Gerace Wed, Aug 12, 2015 at 4:15 PM To: Mitch Sonies Cc: Vijay Prabhakar Eileen Koplos Will Warner Hi Mitch, Please see a 䐀猄 ached the following documents for review: Master Service Agreement: On Net Service Schedule PrecisionSync Service Schedule Hosting Service Schedule Security Service Schedule Statement of Work (work in progress) Thanks, Tony 6 attachments Perseus Master Services Agreement 2015.pdf 163K SERVICE SCHEDULE FOR ON NET SERVICES 2015 May 2015[1].pdf 153K Managed Hosting Service Schedule.pdf 105K Perseus Precision Sync Service Schedule 2015 (1).pdf 495K Managed Security Service Schedule.pdf 93K Perseus SOW Indy Research docx 120K 1/1

3 6/22/2016 Indy Research Labs, LLC Mail Perseus Contract Package Mitch Sonies Perseus Contract Package Anthony Gerace Wed, Aug 12, 2015 at 4:15 PM To: Mitch Sonies Cc: Vijay Prabhakar Eileen Koplos Will Warner Hi Mitch, Please see a 䐀猄 ached the following documents for review: Master Service Agreement: On Net Service Schedule PrecisionSync Service Schedule Hosting Service Schedule Security Service Schedule Statement of Work (work in progress) Thanks, Tony 6 attachments Perseus Master Services Agreement 2015.pdf 163K SERVICE SCHEDULE FOR ON NET SERVICES 2015 May 2015[1].pdf 153K Managed Hosting Service Schedule.pdf 105K Perseus Precision Sync Service Schedule 2015 (1).pdf 495K Managed Security Service Schedule.pdf 93K Perseus SOW Indy Research docx 120K 1/1

4 EXHIBIT B-1

5 MANAGED HOSTING SERVICE SCHEDULE This Managed Hosting Service Schedule (the Service Schedule ) sets forth the terms and conditions for the Services described herein and is subject to that Master Services Agreement number PTA ( MSA ) by and between Perseus Telecom Limited ( Perseus ) and ( Customer ) dated as of, This Service Schedule shall be effective as of, 2015( Service Schedule Effective Date ) and all applicable Service Order Forms dated as of or subsequent to the Service Schedule Effective Date and as provided for therein are subject to the terms and conditions herein. Unless otherwise defined in this Service Schedule, capitalized terms shall have the meanings as set forth in the MSA. In the event of a conflict between the terms provided in the MSA and herein, the terms and conditions provided herein shall govern. In the event of a conflict between the terms provided in the SOF and herein, the terms and conditions provided in the SOF shall govern. 1. S er vi ce D escr i p t i on The managed services ( Services ) include the following services: 1.1 Use of dedicated, stand-alone Server(s) 1.2 Data center space in Perseus managed hosting facilities 1.3 Redundant Power for the Servers 1.4 Failed hardware replacement 1.5 Out-of-Band management interface for customer use eliminating the need for physical access to the server 1.6 Managed Network Devices 1.7 Operating systems may be acquired, installed and managed by Perseus on behalf of the customer 2. D ef ini t i o n s. Critical Infrastructure means power and HVAC and includes UPS equipment and cabling but excludes Server hardware, software, and power supply units (PSUs). Legal ID

6 Objective Service Availability or OSA means, with respect to Servers or Critical Infrastructure at a given location, the Service Availability that the Customer can expect in a given month. Network Device means a device that physically connects hosts together on a computer network and manage the flow of data across a network. Service Availability means the total number of minutes in a month during which there is no Service Outage, divided by the total number of minutes in such month, expressed as a percentage. Service Availability is measured by by the ability to access and manage the Servers. Service Availability measurements commence on the first day of the first full month of service after the Acceptance Date. Service Outage means an unscheduled period of time during which the Service is unavailable on the Perseus System. Critical Infrastructure Service Outage means a Service Outage of Critical Infrastructure wherein such Critical Infrastructure is unavailable due to power or heat problems. Server Service Outage means a Service Outage of Servers wherein Servers cannot be accessed or managed over the network. 3. Servers 3.1 The Services include the provision of multiple servers, provided and owned by Perseus. Such Perseus owned and supplied servers are configured to meet customerspecific needs by adjusting the CPU, memory, hard disk configuration and hard disk capacity ( Server ). Unless otherwise noted, each Server is equipped with redundant power supplies. The Customer will be provided a login to access such Server. 3.2 Out-of-Band Management Configuration Perseus shall provide hardware management for all Servers. In order to provide the Customer with remote access to the Servers, Perseus shall provide Out-of-Band access either via the internet, a secure VPN tunnel or via a private network connection. 3.3 Operating System Configuration If Perseus is responsible for procurement and administration of the operating system, the Customer will be provided with ADMIN access on the embedded operating system for the hosted Server. Perseus must maintain ROOT privileges in order to properly deliver the Service. Should Perseus ROOT access be removed, the Objective Service Level Availability will not apply. Legal ID

7 3.4 Licensing Once the Servers are deployed, the Customer may use the out-of-band management interface to supply their own application software and respective licenses to complete the solution to meet their business needs. Perseus does not provide any licensing, monitoring or management of Customer provided software. Perseus maintains all Servers, including the repair and replacement of defective or failed hardware and the installation of hardware upgrades, as needed. Customers must initiate hardware repairs by opening a trouble ticket with Perseus. Perseus will use industry standard hardware diagnostic tools to identify hardware failures and replace hardware as necessary. Perseus may subcontract any hardware support to the manufacturer or equivalent vendor in order to expedite repairs. 3.5 Monitoring Monitoring is performed via commercially available monitoring software utilizing industry standard best practices. In addition to proactive monitoring by Perseus, a monitoring login will be made available to the Customer. The following items are monitored: Disk space, memory and CPU load monitoring Hard drive status Power supply status Chassis and CPU and chassis fan speed and temperature Chassis intrusion status Memory module status 4. Objective Service Availability 4.1 Critical Infrastructure The Objective Service Availability shall be 99.9% for all Critical Infrastructure Critical Infrastructure Service Outage Critical Infrastructure Service Outage is measured from the first of (a) when infrastructure monitors alert our engineers, or (b) a technical support ticket is created to report a service problem with a Critical Infrastructure failure as the root cause. Legal ID

8 4.2 Servers A Server Service Outage exists when the servers cannot be accessed or managed over the network. The Objective Service Availability for Servers shall be 99.5% Perseus must maintain ADMIN out of band management privileges in order to properly deliver the Service. Should Perseus ADMIN access be removed, the Objective Service Level Availability will not apply 5. Server Support and Management 5.1 Perseus will provide technical assistance and administration to support the Servers. Such support includes physical restarts of the Server, troubleshooting and resolution of Servers and any network connectivity issues. 5.2 For the avoidance of doubt, the Customer is responsible for: 5.3 Response Installation, upgrade, patching, configuration, and optimization of software Troubleshooting and resolution of issues affecting the operation of installed software Server restarts and maintenance via out of band management Backup and restoration of Server software and data Upgrade and patching of the operating system Support and Server Management is provided on a 24x7x365 basis. Maximum response time to any new support request will be two hours. Response times are measured from the time a trouble ticket is created in accordance with Section 8 until the time Perseus logs an initial response within the ticket. This response will usually indicate findings of Perseus preliminary investigation into your issue. In the event that Customer logs multiple tickets with regard to a closely related issue, Perseus may in its sole discretion determine to merge the related tickets and reply only in one ticket. Perseus reserves the right to close and exclude any superfluous tickets. 5.4 Remedies Legal ID

9 In the event that Perseus fails to respond to the trouble ticket within the guaranteed maximum response time, then the Customer shall be entitled to credits equal to 2% of the monthly fee for the Service, up to a maximum of 10% for every hour exceeding the guaranteed maximum response time. In the event the Customer has multiple subscriptions, the credits shall be calculated as a percentage of the highest cost subscription only. For the avoidance of doubt, the trouble ticket must be logged in accordance with Section 8 of this Service Schedule. 6. Service Credits Subject to the terms and conditions of the Service Schedule, in the event the Service Availability during any month is less than the stated Objective Service Availability, then Perseus shall issue the Customer an invoice credit for the month in which the Service Outage(s) occurred based on the location of the Service Outage calculated as indicated in the table below ( Outage Credit ): Outage Credit as: For Services with Objective Service Availability = 99.90% Service Availability % of Monthly Fee 0 44 minutes 0% minutes 2% minutes 4% minutes 6% minutes 8% More than 324 minutes 25% For Services with Objective Service Availability = 99.50%: Legal ID

10 Service Availability % of Monthly Fee minutes 0% minutes 2% minutes 4% minutes 6% minutes 8% More than 433 minutes 25% 7. Service Credit Conditions The Objective Service Availability shall not apply during any month in which Perseus suspends Service due to Customer s breach of its payment obligations or its failure to comply with any other material term or condition of the MSA, Service Schedule, or Service Order Form. 8. Eligibility for Outage Credits 8.1 Outage Credits will only be applied to a Service Outage for which a Trouble Ticket is logged. The Customer must submit a trouble ticket to the Perseus technical network operations center ( NOC ) by calling (347) or by to NOC@perseustelecom.com, giving details of the Service Outage to which the Outage Credits relate. If the Customer fails to make such request within thirty (30) days of the end of the calendar month for which such Outage Credits are due, any claims in relation to such Service Outage shall be deemed to have waived. 8.2 Following the calculation of the Outage Credits, they will be applied to the next invoice issued to the Customer to whom the Outage Credits are payable under the Legal ID

11 MSA. If there is no further invoice to be issued, an amount equivalent to the Outage Credits will be refunded. 8.3 Any Outage Credits relating to any period of less than a full calendar month shall be calculated on a pro-rata basis. 8.4 Outage Credits are applied to Customer s invoices only. Outage Credits are not assignable or transferable. The maximum Outage Credit for any month is a one- time credit equal to the monthly Fee in which the Objective Service Availability is not achieved. 9. Limitations on Outage Credits Outage Credits shall not be given for Service Availability less than Objective Service Availability that is caused by: Perseus Telecom or one of its agents being denied access to service components at the Customer location during the Maintenance Window or an Emergency, Customer s failure or refusal to release the service for testing. Perseus Telecom carrying out Emergency Maintenance or scheduled maintenance, Any act or omission by Customer or its Affiliates, agents or invitees in respect of its obligations in relation to the Service, or Force Majeure. [SIGNATURE PAGE TO FOLLOW] Legal ID

12 IN WITNESS WHEREOF, the parties hereto have indicated their agreement to this Service Schedule by signing below. PERSEUS By: Name: Title: CUSTOMER By: Name: Title: Legal ID

13 EXHIBIT B-2

14 MANAGED SECURITY SERVICES SCHEDULE This Managed Security Services Schedule (the Service Schedule ) sets forth the terms and conditions for the Services described herein and is subject to that Master Services Agreement number PTA ( MSA ) by and between Perseus Telecom Limited ( Perseus ) and ( Customer ) dated as of, This Service Schedule shall be effective as of, 2015( Service Schedule Effective Date ) and all applicable Service Order Forms dated as of or subsequent to the Service Schedule Effective Date and as provided for therein are subject to the terms and conditions herein. Unless otherwise defined in this Service Schedule, capitalized terms shall have the meanings as set forth in the MSA. In the event of a conflict between the terms provided in the MSA and herein, the terms and conditions provided herein shall govern. In the event of a conflict between the terms provided in the SOF and herein, the terms and conditions provided in the SOF shall govern. 1. Service Description The managed security services ( Services ) include the following services: 1.1 Use of a Firewall appliance in Perseus managed hosting facilities 1.2 Firewall system administration 1.3 Firewall policy change requests 1.4 Firewall availability, and performance monitoring 1.5 Firewall updates and security patches 1.6 Firewall configuration backup 1.7 Rule-set validation, verification, tuning, and optimization 2. Definitions Firewall is a network security system owned and managed by Perseus that provides a barrier between the Perseus Telecom System and the internet. Legal ID

15 Objective Service Availability or OSA means, with respect to a particular Firewall, the Service Availability that the Customer can expect in a given month. Service Availability means the total number of minutes in a month during which there is no Service Outage, divided by the total number of minutes in such month, expressed as a percentage. Service Availability measurements commence on the first day of the first full month of service after the Acceptance Date. Service Outage means an unscheduled period of time during which the Firewall is unavailable 3. Monitoring Monitoring of the Firewall is performed via commercially available monitoring software utilizing industry standard best practices to determine system availability (24/7). In the event that the Firewall fails to respond, Perseus will notify Customer via phone and/or and initiate corrective action. 4. Maintenance and Support Perseus may periodically upgrade the Firewall to maintain the latest versions in operation. If Perseus determines an upgrade is necessary, Perseus will work with Customer to schedule a time to make necessary changes. Customer must give Perseus access to make these changes within five (5) business days of receipt of the request from Perseus, or Perseus obligation to meet Objective Service Availability will be suspended until such changes are made. If Perseus determines that an emergency security change is required, Perseus will make the change as quickly as possible. Perseus will make commercially reasonable attempts to contact the Customer s technical contact prior to making such change. 5. Objective Service Availability The Objective Service Availability for the Service shall be 99.5%. 6. Change Management 6.1 All configuration changes must be submitted electronically by to NOC@perseustelecom.com. Legal ID

16 6.2 Perseus will work with the Customer to perform a security review of the network configuration and firewall rule-set, and to make recommendations for security improvements. 6.3Perseus will provide customized configuration of Firewall hardware and software according to the Customer s rule-based Internet security policy. 6.4Perseus system administrators will perform ongoing Firewall configuration and rule-set changes as requested by the Customer. Perseus reserves the right to refuse rule-set and configuration changes it deems unnecessary in its sole discretion. 6.5Perseus will provide Firewall configuration data backup whenever there is a configuration change. Perseus will configure Firewall to support up to 25 individual VLANs. 6.6 In order to ensure configuration consistency and accountability for changes, all system administration and Firewall passwords will be managed by Perseus. Customer will not have access to firewall passwords or be able to make direct changes to the Firewall configurations. 6.7 Changes requested during normal business hours (9 AM-6 PM EST Monday through Friday) will be made within 4 hours and changes requested outside of normal business hours will be made within one business day ( Guaranteed Maximum Response Time ). 6.8 In the event that Perseus fails to respond to the trouble ticket within the Guaranteed Maximum Response Time, then the Customer shall be entitled to credits equal to 2% of the monthly fee for the Service, up to a maximum of 10% for every hour exceeding the guaranteed maximum response time. In the event the Customer has multiple subscriptions, the credits shall be calculated as a percentage of the highest cost subscription only. For the avoidance of doubt, this Section 6.8 shall only apply if the trouble ticket is logged in accordance with Section 9 of this Service Schedule. 7. Service Credits Subject to the terms and conditions of the Service Schedule, in the event the Service Availability during any month is less than the stated Objective Service Availability, then Perseus shall issue the Customer an invoice credit for the month in which the Service Outage(s) occurred based on the location of the Service Outage calculated as indicated in the table below ( Outage Credit ): Legal ID

17 For Services with OSA = 99.50%: Service Availability % of Monthly Fee minutes 0% minutes 2% minutes 4% minutes 6% minutes 8% More than 433 minutes 25% 8. Service Credit Conditions The Objective Service Availability shall not apply during any month in which Perseus suspends Service due to Customer s breach of its payment obligations or its failure to comply with any other material term or condition of the MSA, Service Schedule, or Service Order Form. 9. Eligibility for Outage Credits 9.1 Outage Credits will only be applied to a Service Outage for which a trouble ticket is logged. The Customer must submit a trouble ticket to the Perseus technical network operations center ( NOC ) by to NOC@perseustelecom.com, giving details of the Service Outage to which the Outage Credits relate. If the Customer fails to make such request within thirty (30) days of the end of the calendar month for which such Outage Credits are due, any claims in relation to such Service Outage shall be deemed to have waived. 9.2 Following the calculation of the Outage Credits, they will be applied to the next invoice issued to the Customer to whom the Outage Credits are payable under the MSA. If there is no further invoice to be issued, an amount equivalent to the Outage Credits will be refunded. Legal ID

18 9.3 Any Outage Credits relating to any period of less than a full calendar month shall be calculated on a pro-rata basis. 9.4 Outage Credits are applied to Customer s invoices only. Outage Credits are not assignable or transferable. The maximum Outage Credit for any month is a one- time credit equal to the monthly Fee in which the Objective Service Availability is not achieved. 10. Limitations on Outage Credits Outage Credits shall not be given for Service Availability less than Objective Service Availability that is caused by: Perseus or one of its agents being denied access to service components at the Customer location during the Maintenance Window or an Emergency, Customer s failure or refusal to release the service for testing. Perseus carrying out Emergency Maintenance or scheduled maintenance, Any act or omission by Customer or its Affiliates, agents or invitees in respect of its obligations in relation to the Service, or Force Majeure. [SIGNATURE PAGE TO FOLLOW] Legal ID

19 IN WITNESS WHEREOF, the parties hereto have indicated their agreement to this Service Schedule by signing below. PERSEUS By: Name: Title: CUSTOMER By: Name: Title: Legal ID

20 EXHIBIT B-3

21 MSA Number: PTA XXXX MASTER SERVICES AGREEMENT This Master Services Agreement (the Master Services Agreement ), together with the applicable Service Schedule and Service Order Form (if any) (collectively, the Agreement ), between Perseus Telecom and the Customer identified on the signature line below sets forth the terms and conditions pursuant to which the Customer agrees to purchase and Perseus Telecom agrees to provide the Service(s) specified in the applicable Service Order Form. 1. Definitions As used in this Agreement, the capitalized terms listed in this Section 1 and derivatives thereof shall have the meanings respectively ascribed to them in this Section Acceptance Date shall have the meaning given such term in Section Acceptance Period shall have the meaning given such term in Section Affiliate means, with respect to any Person or Entity, any other Person or Entity, who directly or indirectly controls, is controlled by, or is under common control with, that Person or Entity. 1.4 Agreement means, collectively, this Master Services Agreement, the Service Schedule and the Service Order Form for that Service. 1.5 Business Day means any Monday to Friday excluding public, bank or statutory holidays in the country or countries where services are delivered under the terms of this agreement. 1.6 Completion Notice shall have the meaning given such term in Section Confidential Information shall have the meaning given such term in Section CRTC shall have the meaning given such term in Section Customer means the Person who executes the applicable Master Services Agreement and the Service Order Form Customer Site means the location(s) owned or occupied by the Customer or its end users to which the Service will be delivered by Perseus Telecom Customer Tail Circuit shall have the meaning given such term in Section Event of Insolvency shall mean in relation to a Party: (a) a Party makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief, appoints a trustee or receiver, or (ii) an involuntary petition in bankruptcy or other insolvency protection is filed against either Party and not dismissed within one hundred twenty (120) days thereafter Fees shall have the meaning given such term in Section FOC Date means the firm order commitment date, which shall be the estimated date of installation of services Force Majeure Event means any cause that is beyond the reasonable control of the affected Party, including, but not limited to, acts of God or nature; insurrection or civil disorder; war; fires, flood or other catastrophic events; power outages or interruptions of other utility services; magnetic interference; solar radiation and laws or restrictions imposed by any governmental or judicial authority; and labor disputes other than those between the Parties Indemnified Persons shall have the meaning given such term in Section 8.1. Perseus Telecom Limited Proprietary

22 Legal ID Page 2 of 14 Pages 1.17 Indirect Taxes means any sales, use or excise tax, Value Added Tax, Goods and Services Tax, gross receipts tax or similar tax imposed by any governmental or quasi-governmental authority, including charges required or permitted by governmental or quasi-governmental authorities or applicable law in support of any statutory or regulatory programs, including, without limitation, the Universal Service Fund charge contemplated by the Telecommunications Act of 1996, as amended (US), and similar obligations, contribution charges contemplated by Decision (Canada), or similar legislation under the laws of any national, supranational, state, provincial or other political subdivision or quasigovernmental authority, but shall not include any taxes by reference to Perseus Telecom s net income Interest Rate means the lower of (i) the highest rate permitted by law, or (ii) one and one-half percent (1.5%) per month Maintenance Window means 11:00 p.m. to 7:00 a.m. (local time) and certain scheduled weekends, as required 1.20 Master Services Agreement means the written master services agreement executed by the Customer and accepted by Perseus Telecom Notice Address means the address specified for notice in the applicable Master Services Agreement or such other address as may have been notified to the other Party in writing in accordance with Section On-Net Services are any services provided on the Perseus Telecom Network 1.23 Off-Net Services are any services including Tail Circuits that are not on the Perseus Telecom network and are any services that are procured by Perseus Telecom from a third party in order to provide end to end services to the Customer Party means each of Perseus Telecom and the Customer and Parties means Perseus Telecom and the Customer collectively Person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity Perseus Telecom means the Perseus Telecom entity identified in the applicable Master Services Agreement and the associated Service Schedule and Service Order Form, and any Agent or Affiliate of that company necessary or authorized to provide the Service Perseus Telecom System means that certain fibre optic communications network, including optronics and other equipment and facilities, that Perseus Telecom, or its Affiliates, holds rights in, has constructed, or is constructing PSC shall have the meaning given such term in Section Security Deposit shall have the meaning given such term in Section Service means a service provided by Perseus Telecom pursuant to an accepted Service Order Form and Master Services Agreement Service Order Form means a written request by Customer for a Service on a Perseus Telecom approved service order form Service Schedules means: (a) With respect to an On Net Service, a supplemental agreement between the Customer and Perseus in respect of a Service; or (b) For any Off-Net Service, Perseus will pass-through to Customer any service level agreements and associated credits (or other express remedies) provided to Perseus including associated notification requirements and limitations applicable to the Off-Net Service that are imposed on Perseus by the applicable third party carrier Proprietary & Confidential

23 Legal ID Page 3 of 14 Pages and such supplemental agreement shall, along with the relevant Service Order Form, form part of and be subject to this Master Services Agreement Service Term shall have the meaning given such term in Section Tail Circuit means the physical connection (local access point) from a Customer Site to the nearest Perseus Telecom point of presence Term shall have the meaning given such term in Section Payment; Indirect Taxes 2.1 In consideration of the provision of the Service to the Customer, the Customer agrees to pay Perseus Telecom the monthly fees or other charges and nonrecurring fees or other charges set forth in the Service Order Form for the Service (the Fees ). The first invoice for a Service shall contain the Fees for the first partial calendar month of the Service, the next full month of Service and any nonrecurring upfront charges specified in the Service Order Form. Thereafter, the Fees will be invoiced monthly in advance. Any additional nonrecurring fees incurred by Perseus Telecom on Customer s behalf shall be invoiced during the month in which they are incurred. All invoices under the Agreement shall be in US dollars, except to the extent otherwise agreed on the Service Order Form. Except as otherwise expressly provided in the Service Order Form, the Fees and any additional nonrecurring fees shall be due and payable within thirty (30) days from the date of invoice. 2.2 All payments made by the Customer under the Agreement shall be made in US dollars, except to the extent otherwise agreed in the Service Order Form, by wire transfer of immediately available funds to the account designated by Perseus Telecom in its invoices. Such payments shall reference the contract number, as referenced in the Service Order Form, or the invoice number, as provided in the invoice rendered. Except as otherwise provided in the Agreement, all payments made by the Customer shall be non-refundable. 2.3 If the Customer fails to pay any undisputed amounts under the Agreement when due, then, in addition to such sum and without prejudice to any other rights and remedies that Perseus Telecom may have, the Customer shall pay interest on such unpaid amount at the Interest Rate until such sum is paid in full and interest shall accrue both before and after judgment. 2.4 The Customer may, acting in good faith, dispute any portion of an invoice provided that the Customer (i) pays the full undisputed portion of the invoice by its original due date, (ii) provides Perseus Telecom with a written statement and supporting documentation regarding the dispute within thirty (30) days from the date of the relevant invoice, and (iii) negotiates in good faith with Perseus Telecom to resolve the dispute. If the dispute is not resolved within forty-five (45) days from Perseus Telecom s receipt of the Customer s written statement, either Party may pursue its rights or remedies. No interest shall accrue on any payment that is disputed in good faith by the Customer while such dispute is pending. 2.5 Perseus Telecom s obligation to provide Services to the Customer pursuant to the Agreement is subject to approval by Perseus Telecom of the applicable Service Order Form and the Customer's credit status. At any time during the Term (as defined below) Perseus Telecom may require the Customer, upon 30 (thirty) days written notice, to provide a cash deposit, letter of credit drawn on a bank acceptable to Perseus Telecom or such other security as Perseus Telecom may require (the "Security Deposit"). Such Security Deposit shall not exceed 6 (six) months of payable fees under this Master Services Agreement and any accompanying Service Schedule and Service Order Form. Each such Security Deposit shall be maintained as security for the Customer s performance of its obligations under the Agreement. In the event the Customer fails to make payments for Fees when due, the Customer shall provide the Security Deposit within five (5) Business Days after receipt of the written notice by Perseus Telecom and Perseus Telecom shall not be required to deliver or continue to deliver the Service until such Security Deposit has been received. In its sole discretion, Perseus Telecom may offset any amounts due from the Customer to Perseus Telecom against the Security Deposit without waiving any additional rights or remedies or making an election of remedies, in which case, the Customer shall be required to replenish the Security Deposit, within three (3) Business Days, to its level prior to the offset or to such other level as Perseus Telecom shall require. Perseus Telecom shall return the balance of the Security Deposit to the Customer within thirty (30) days of the Customer's fulfilment of its obligations under the Agreement. Proprietary & Confidential

24 Legal ID Page 4 of 14 Pages 2.6 All payments made by the Customer under the Agreement shall be made without any deduction, or withholding for or on account of any Indirect Tax, with the Customer being solely responsible to pay all such Indirect Taxes. In the event and to the extent Customer believes that it is exempt under applicable law from any Indirect Tax, Customer shall provide Perseus Telecom with the appropriate tax exemption certificates, in a form acceptable to Perseus Telecom and to the relevant jurisdiction, demonstrating that it maintains tax-exempt status from collection of all or part of these types of Indirect Taxes. If Customer has not provided such certificates, Perseus Telecom shall be entitled to include on any invoice, and the Customer shall pay, any lawfully imposed Indirect Tax. The Customer shall indemnify, defend and hold Perseus Telecom and its Affiliates harmless for the payment of such Indirect Taxes, including, but not limited to, any Indirect Taxes that Perseus Telecom does not collect or remit in reliance upon Customer s exemption certificate. If the Customer makes any deduction or withholding for any Indirect Tax from any payment due Perseus Telecom or if Perseus Telecom is required to pay an Indirect Tax, then, notwithstanding anything to the contrary contained in the Agreement, the gross amount payable by the Customer to Perseus Telecom shall be increased so that after any such deduction or withholding for such Indirect Taxes or any additional deduction or withholding on account of any Indirect Tax caused by such additional gross amount payable or any payments of an Indirect Tax by Perseus Telecom, the net amount received by Perseus Telecom will not be less than what Perseus Telecom would have received had no deduction or withholding been required. 2.7 The Customer's obligation to pay any Fees or other amounts due under the Agreement shall not be subject to any rights of set-off, counterclaim, deduction, defense or other right which the Customer may have against Perseus Telecom or any other Person. 3. Delivery and Acceptance 3.1 Perseus Telecom shall use commercially reasonable efforts to meet the customer Request for Service Date requested by the Customer in the Service Order Form. 3.2 When Perseus Telecom has determined that the Service with respect to a Service Order Form is operating substantially in conformity with the service level contained in the applicable Service Schedule, Perseus Telecom shall promptly provide the Customer written notice of the same (a Completion Notice ). Each Completion Notice shall set forth the date upon which Perseus Telecom intends to commence delivery of the Service to the Customer with respect to each Service Order Form. 3.3 The Customer shall have five (5) days from the date of the applicable Completion Notice to test the Service and provide Perseus Telecom with a written notice either accepting or rejecting the Service (the Acceptance Period ). If the Customer determines during the Acceptance Period that the Service is not operating in conformity with the applicable Service Schedule, the Customer shall immediately notify Perseus Telecom (specifying, in reasonable detail, the defect or failure in the Service). Any use of the Service for purposes other than testing shall constitute automatic acceptance of the Service from the date of the Completion Notice. If the Customer fails to notify Perseus Telecom of its acceptance or rejection of the Completion Notice within the Acceptance Period, the Customer shall be deemed to have accepted such Service. The date of such notice of acceptance or deemed acceptance of the Service shall be the Acceptance Date. 3.4 In the event of a good faith rejection by the Customer under Section 3.3, Perseus Telecom shall take such action as it deems reasonable necessary, and as expeditiously as practicable, to correct or cure such defect or failure and repeat the completion notice process described in Section Notwithstanding anything to the contrary contained in the Agreement, Perseus Telecom may procure any portion of a Service or infrastructure, including Tail Circuits, necessary to provide a Service from third parties (whether under a lease, sublease or otherwise) and deliver the same or a portion thereof to the Customer. 3.6 If the Customer requests Perseus Telecom to obtain a Tail Circuit, Perseus Telecom shall procure the requested Tail Circuit subject to the following, to which the Customer acknowledges and agrees: (a) the Tail Circuit(s) will be manufactured and provided by a third party operator; (b) the Tail Circuit(s) will function and perform in accordance with the service level undertakings provided by the third party operator that provides the Tail Circuit(s); (c) any rights, remedies, credits or service the Customer may have or be entitled to regarding a Tail Circuit are limited to those rights, remedies, credits or service provided by the third party operator or manufacturer of the Tail Circuit; (d) the third party estimated costs for the Tail Circuit are incorporated within the Fees and are subject to survey of the Customer s Site by the third party and may be subject to change, both upwards and downwards, any such change to be passed on to the Proprietary & Confidential

25 Legal ID Page 5 of 14 Pages Customer in its entirety; and (e) if the Customer cancels the Service prior to the conclusion of the Service Term (as defined below), then the Customer will pay any and all cancellation charges that Perseus Telecom owes to third parties in respect of the Tail Circuit(s). Where the Service Order Form indicates that a Tail Circuit is to be provided by the Customer (a Customer Tail Circuit ), then the Customer will procure and be solely responsible for the Customer Tail Circuit. Perseus Telecom will have no liability whatsoever with respect to the provision or functioning of a Customer Tail Circuit and the Customer will indemnify and hold Perseus Telecom harmless from any claims, costs, expenses, damages and losses arising from the provision or functioning of any Customer Tail Circuit. 4. Term; Termination and Suspension 4.1 This Master Services Agreement shall take effect upon execution of the first Master Service Agreement and Service Customer Order for a Service and shall remain in effect until the expiration of the last effective Service Term (defined below), unless earlier terminated as provided in the Agreement (the Term ). 4.2 The term, with respect to each Service, shall begin on the Acceptance Date and shall extend for a period of months thereafter as set forth in the applicable Service Order Form (the Service Term ). Unless the Customer has provided Perseus Telecom with notice of its intention to terminate the Service at least sixty (60) days prior to the expiration of the Service Term, at the expiration of such Service Term, Perseus Telecom may, at its option, continue to provide the Customer the Service set forth in the applicable Service Order Form. If Perseus Telecom continues to provide the Service, then the Service Term shall automatically renew and be extended for successive twelve (12) month periods. Any such renewal shall be on the terms of the original Service Order Form, subject to any increase in price notified to the Customer upon not less than thirty (30) days written notice after commencement of the automatic renewal period. During any such renewal term, either Party shall have the right to terminate the Service by giving the other Party not less than ninety (90) days written notice of termination prior to expiration of the renewal term. Upon final termination of Service, the Customer's right to use such Service shall immediately cease. 4.3 Customer may terminate a Service following acceptance of a Service Order Form where Perseus Telecom is not in material breach by paying Perseus Telecom (a) all applicable charges incurred to that date, including any third party costs, and (b) a termination fee equal to one-hundred percent (100%) of any and all of the remaining Fees and other amounts payable with respect to the remainder of the Service Term. 4.4 If, after the applicable Acceptance Date, Perseus Telecom is in material breach of this Agreement or with respect to a Service, Perseus Telecom shall have a period of thirty (30) days within which to cure the breach. For the avoidance of doubt, any notice of material breach must be promptly provided by Customer to Perseus Telecom in writing according to the notice requirements provided herein. If Perseus Telecom fails to cure the material breach within the thirty (30) day period following receipt of notice, the Customer may, without liability, immediately terminate the Service and the applicable Agreement. 4.5 The Parties acknowledge and agree that if the Customer terminates a Service pursuant to either Section 4.3, the applicable termination fee specified in each such Section is a genuine pre-estimation of the loss and damage likely to be suffered by Perseus Telecom and is not at penalty. In the event the Customer terminates a Service pursuant to Section 4.3, the termination fee shall be Perseus Telecom s sole and exclusive remedy. 4.6 All cancellation charges payable by the Customer under Sections 4.3 shall be paid within five (5) Business Days of the date of invoice by Perseus Telecom. 4.7 Upon expiration of the Term, Perseus Telecom shall owe the Customer no further duties, obligations or consideration. Expiration or termination of this Master Services Agreement shall not affect the rights, obligations or liabilities of either Party that have arisen before the date of termination or expiration. 5. Access; Interconnection 5.1 The Customer shall grant Perseus Telecom, or its agent s, access to, and use of, the Customer's facilities at each Customer Site to the extent reasonably necessary for the installation, connection, removal and maintenance of equipment, facilities and systems relating to a Service. The Customer represents that it has obtained or will obtain, on a timely basis, all permissions and consents from third parties necessary to allow Perseus Telecom such access, including permission to cross real property to access the Customer's facilities. The Customer shall be responsible for providing and maintaining, Proprietary & Confidential

26 Legal ID Page 6 of 14 Pages at its own expense, the level of power, humidity, heating and air conditioning necessary to maintain a proper environment for the equipment in each Customer Site. In the event that the Customer fails to meet its obligations regarding access and facilities maintenance and, as a result, Perseus Telecom is unable to install or continue the delivery of a Service, such event shall be treated as a termination of the applicable Service by the Customer pursuant to Section 4.3, as applicable. 5.2 Perseus Telecom, or it s agents, shall, at the Customer's request, interconnect or cross connect the Customer s communications system with the Service within Perseus Telecom s facilities or structures along the applicable route as designated in the Service Order Form, all in conformity with Perseus Telecom s standard interconnection or cross connect procedures. Perseus Telecom shall perform all such work and the Customer shall pay Perseus Telecom the fees for such work, as set forth in the applicable Service Order Form, within thirty (30) days of receiving an invoice therefore. Nothing contained in this Agreement shall obligate Perseus Telecom to extend or otherwise build out the Perseus Telecom System. 6. Maintenance, Repair and Upgrades From and after each Acceptance Date, the relevant Service shall be provided in good working order. Perseus Telecom shall use commercially reasonable efforts to perform all scheduled maintenance (which may include, without limitation, substituting, changing, converting and reconfiguring equipment and facilities with respect to a Service) during a Maintenance Window. In the event Perseus Telecom determines that it is necessary to interrupt a Service for the performance of scheduled maintenance, Perseus Telecom will use commercially reasonable efforts to notify the Customer at least seven (7) days prior to such interruption. Perseus Telecom shall have full and complete control of the configuration, design, re-grooming, rearrangement or consolidation of channels or circuits and any related functions of the Perseus Telecom System. Perseus Telecom also reserves the right, from time to time, to upgrade the capacity of, and make enhancements to, the Perseus Telecom System. Perseus Telecom shall attempt to minimize interruption to, or impairment of, a Service arising from the implementation of any such enhancement or upgrade. In no event shall interruption for enhancements, upgrades or maintenance constitute a failure of performance by Perseus Telecom of a Service in any manner. 7. Use of Service The Customer represents, warrants and covenants that during the Term and/or each Service Term (a) it shall use each Service in compliance with, and subject to, all applicable government codes, ordinances, laws, rules and regulations and will require its customers to do the same; (b) it shall secure, prior to the Acceptance Date with respect to each Service, and maintain in full force and effect during the applicable Service Term, any and all necessary approvals, consents, rights of way, permits, franchises, licenses or similar approvals from all governmental and other authorities which are necessary or required to be obtained by the Customer; (c) it shall not use its systems or any Service in a way that interferes in any way with, or adversely affects, the use of the Perseus Telecom System or any other Person using the Perseus Telecom System or any communications and/or data services thereon, and it shall not physically access in any manner the Perseus Telecom System or any components thereof; (d) it is certified, to the extent required, by the proper regulatory agencies to provide interstate, international and other services in those jurisdictions where such services are to be provided by the Customer; and (e) the content it or its customers make available through the Service will not include any, (i) indecent, offensive, illegal or obscene material, (ii) constitute a defamation or libel of Perseus Telecom or any third party, or (iii) result in any liability of Perseus Telecom to any third party. 8. Indemnification 8.1 Subject to Section 9 hereof, each Party hereby agrees to indemnify, defend, protect and hold harmless the other Party, its directors, officers, employees, agents and representatives (the " Indemnified Persons"), from and against any and all claims, demands, actions, expenses, liabilities or losses (including reasonable legal fees) arising out of the negligence or wilful misconduct of the indemnifying Party in the performance of, or related to the indemnifying Party's duties or obligations under, the Agreement. 8.2 The Customer agrees to defend, indemnify and hold harmless Perseus Telecom, its Affiliates and agents from any claims, liabilities, losses, damages and expenses (including reasonable legal fees), arising out of, or relating to, (a) the use of a Service by the Customer or its customers, and (b) claims of third parties seeking damages for any loss or misuse of data by the Customer or its customers. Proprietary & Confidential

27 Legal ID Page 7 of 14 Pages 8.3 Perseus Telecom shall have no liability to the Customer s customers in relation to any Service and the Customer shall indemnify Perseus Telecom for any and all costs, damages, liabilities and expenses arising out of, or relating to, any claim by any such customer or end-user. 8.4 Notwithstanding the termination of the Agreement for any reason, the provisions in this Article 8 shall survive such termination. 9. Credits; Limitation of Liability; Disclaimer of Warranties 9.1 To the extent set forth herein and in the Service Schedule effective as of the date Perseus Telecom accepts the applicable Service Order Form, if Perseus Telecom fails to deliver any Service in accordance with the applicable service levels in the applicable Service Level Agreement and such failure is not caused by a Force Majeure Event or by the Customer or its affiliates, agents or invitees, the Customer shall be entitled to service credits, as set out in the Service Level Agreement, and subject to the limitations of liability set forth in this Agreement. The credits shall be the Customer s sole and exclusive remedy with respect to the failure or non-performance of a Service. The Customer shall not be entitled to any credits during any period during which the Customer is past due on amounts owed to Perseus Telecom. 9.2 EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE SCHEDULE OR SERVICE ORDER FORM, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER ARISING, FOR LOSS OF REVENUE, PROFIT, GOODWILL, ANTICIPATED SAVINGS, DATA OR OTHER PURE ECONOMIC LOSS OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSSES, COSTS, LIABILITIES OR DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER OR OTHERWISE RELATED TO, THE AGREEMENT. 9.3 EXCEPT AS EXPRESSLY STATED IN THE SERVICE SCHEDULE, THE SERVICE AND ALL EQUIPMENT IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. PERSEUS TELECOM MAKES NO WARRANTY, REPRESENTATION OR INDEMNITY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DELIVERY OR PERFORMANCE OF ANY SERVICE, THE PERSEUS TELECOM SYSTEM, OR ANY WORK TO BE PERFORMED UNDER THE AGREEMENT, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SATISFACTORY QUALITY OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. PERSEUS TELECOM ALSO SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICE, ANY SOFTWARE OR EQUIPMENT WILL BE ERROR FREE, SECURE OR UNINTERRUPTED EXCEPT TO THE EXTENT MANDATORILY REQUIRED BY APPLICABLE PUBLIC GENERAL LAW. THE WARRANTIES SET FORTH IN THE SERVICE SCHEDULE (IF ANY) CONSTITUTE THE ONLY WARRANTIES MADE BY PERSEUS TELECOM TO THE CUSTOMER WITH RESPECT TO THE SERVICE AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. 9.4 The Parties expressly agree that no claim for losses or damages whatsoever in connection with the Agreement, including indemnification under the provisions of Article 8, shall be made more than two (2) years after the date that the event giving rise to such claim is known or reasonably should have been known to the Party making such claim. 9.5 Notwithstanding any provision of the Agreement to the contrary, Perseus Telecom s maximum cumulative liability to the Customer (if any), in connection with the Agreement shall be limited, in the aggregate, to the aggregate amount of Fees that have actually been paid by the Customer to Perseus Telecom with respect to the Service on which the claim is based during the six (6) months prior to the time the claim is made. 10. Software 10.1 If Perseus Telecom provides the Customer with software for use in connection with any Service, then the Customer shall have a non-exclusive, non-transferable, revocable (for breach only) license to use such software solely for its own internal use to the extent necessary to use the Service. Such license shall not entitle the Customer to claim title to, Proprietary & Confidential

28 Legal ID Page 8 of 14 Pages or any ownership interest in, the software (or any derivations or improvements thereto) and the Customer will execute any documentation reasonably required by Perseus Telecom to document Perseus Telecom s existing and continued ownership of, or right to, the software The Customer agrees that it will not and will not permit others to: (a) copy the software except as permitted by Perseus Telecom, except as reasonably required for backup purposes; (b) reverse engineer, decompile or disassemble the software save to the extent that it cannot be prohibited from so doing under applicable law; (c) sell, lease, license or sublicense the software; (d) create, write or develop any derivative software or any other software program based on the licensed software or any Confidential Information (as defined below) of Perseus Telecom; or (e) take any action prohibited by the owner of the software. 11. Confidentiality 11.1 Each Agreement and all documents, data, information, maps and other materials which are disclosed by one Party to the other Party in fulfilling the provisions and intent of such Agreement, are and shall be confidential (the Confidential Information ). Neither Party shall divulge or otherwise disclose the Confidential Information to any third party without the prior written consent of the other Party, except that either Party may make disclosure on a need-to-know basis to those employees required for the implementation or performance of the Agreement. In addition, either Party may make disclosure as required by a court order or as otherwise required by law or in the performance of a Party's obligations (or those of its Affiliates) as a public company. If either Party is required by law or similar process to disclose any Confidential Information, it will, to the extent legally permissible, provide the other Party with prompt written notice of such request or requirement so that such Party may seek an appropriate protective order and/or waive compliance with this Article 11. The Party whose consent to disclose information is requested shall respond to such request, in writing within five (5) Business Days of the request by either authorizing the disclosure or advising of its election to seek a protective order, or if such Party fails to respond within the prescribed period the disclosure shall be deemed approved Section 11.1 shall not apply to information that: (a) is publicly available other than through a breach of the Agreement, (b) is lawfully in the possession of the recipient before disclosure by the other Party and is not otherwise subject to a confidentiality undertaking, (c) is obtained through a third party that is free to disclose it, and (d) is required by law to be disclosed (and then, to the extent legally permissible, only after reasonable advance notice to the disclosing Party) Upon expiration of the Term or, if earlier, upon a written request of a Party, the other Party shall either return to the other Party or destroy all Confidential Information, and any copies of the same Nothing herein shall be construed as granting any right or license under any copyrights, trademarks, service marks, trade names, inventions, or patents now or hereafter owned or controlled by either Party Neither Party shall, without first obtaining the other Party s written consent, use any trademark, service mark, trade name, inventions or patents of the other Party or refer to the subject matter of the Agreement or the other Party in any marketing, promotional or advertising material or activity, or otherwise, nor disclose to others any specific information about the subject matter of the Agreement. Neither Party may issue a press release relating, directly or indirectly, to the existence of the contractual relationship between the Parties without the other Party s express prior written consent The provisions of this Article 11 shall survive for a period of two (2) years from the end of the Term. 12. Default 12.1 A default shall occur under an Agreement if: (a) in the case of a failure to pay any amount when due under the applicable Agreement, the Customer fails to pay such amount within ten (10) Business Days after notice specifying such breach; (b) in the case of any other material breach of the Agreement, a Party fails to cure such breach within thirty (30) days (a default shall not have occurred so long as the relevant Party has commenced to cure within said time period and thereafter diligently pursues such cure to completion), (c) the Customer s unpaid balance or use of a Service exceeds the Customer s credit limit, if any, for such Service, (d) Customer makes a material misrepresentation in any submission to Perseus Telecom, (e) an Event of Insolvency occurs with regard to a Party. Proprietary & Confidential

29 Legal ID Page 9 of 14 Pages 12.2 In the event of any default, the non-defaulting Party may avail itself of one or more of the following remedies: (a) take such actions as it determines, in its sole discretion, necessary to correct the default; (b) terminate the Service and the applicable Agreement; and/or (c) pursue any legal remedies it may have under applicable law or principles of equity, including specific performance. Without limiting the foregoing, if the default consists of a failure of the Customer to pay Perseus Telecom any Fees or other amounts due under any Agreement and such non-payment has not been cured within ten (10) days of notice of non-payment, such default may, in Perseus Telecom s sole discretion, be considered a voluntary termination pursuant to Section 4.3 or Section 4.4 and, Perseus Telecom may, in addition to all other remedies, terminate or suspend any and all of its obligations in respect of such Service and the applicable Agreement and any other Service and associated Agreement that may exist between the Parties. In such case, Perseus Telecom may also apply any and all amounts previously paid by the Customer toward the payment of any other amounts then or thereafter payable by the Customer under the applicable Agreement(s) In the event the Customer is in violation of any applicable laws, statutes, ordinances, codes or other legal requirements with respect to a Service, or if the Customer's use of a Service interferes with, or impairs, the Perseus Telecom System, Perseus Telecom may block the Customer's signals or suspend the Service. Perseus Telecom will immediately notify the Customer when blockage or suspension occurs and the Parties shall work diligently towards restoration of the affected Service. Such blockage or suspension shall not be included in any service level calculation set forth in the applicable Service Schedule. 13. Force Majeure Events Neither party shall be in default under the Agreement if, and to the extent that, any failure or delay in such Party's performance of one or more of its obligations hereunder is caused by a Force Majeure Event, and such Party's performance of such obligation or obligations shall be excused and extended for and during the entire duration of any such Force Majeure Event. Failure to pay any amount due shall not be considered a Force Majeure Event. The Party claiming relief under this Article 13 shall notify the other Party in writing of the existence of the event relied on and the cessation or termination of said event, and the Party claiming relief shall exercise commercially reasonable efforts to minimize the time of any such delay. 14. Representations Each Party represents and warrants to the other that: (a) it has full right and authority to enter in to the Agreement and that by entering into the Agreement, it is not in violation of its organizational documents, or any law, regulation or agreement by which it is bound or to which it is subject; (b) its execution, delivery and performance of the Agreement has been duly authorized by all requisite corporate action; (c) that the persons signing the Agreement on its behalf are authorized to do so; (d) it is a business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation; and (e) there are no actions, suits or proceedings pending or threatened against it before any court or administrative agency that would materially impair its performance under the Agreement. 15. Subject to Laws The Agreement is subject to, and the Customer agrees to comply with, all applicable federal, state, provincial and local laws, and regulations, rulings and orders of governmental agencies, including, but not limited to, the Communications Act of 1934, as amended (USA), the Rules and Regulations of the Federal Communications Commissions ( FCC ), and the applicable telecommunications or other laws in the United States, as applicable. Perseus Telecom and the Customer also agree to comply with applicable provisions of Perseus Telecom tariffs, if any, and to take all steps necessary to obtain and continue in effect any required certification, permit, license, approval or authorization of the FCC and the PSC or any governmental body. Perseus Telecom shall take all necessary and appropriate steps, as soon as possible, to procure from the FCC and any other federal, state, provincial, local or other governmental agency, including any competent US authority, the necessary authorizations, if any, to deliver Services to the Customer. In the event that Perseus Telecom cannot obtain all necessary federal, state, provincial, local or other governmental authority to provide the Services, Perseus Telecom shall promptly give written notice thereof to the Customer and such notice shall constitute termination of the applicable Agreement without liability of either Party. 16. General Notices Proprietary & Confidential

30 Legal ID Page 10 of 14 Pages All notices and other communications required or permitted under the Agreement shall be in writing and in the English language and shall be deemed to have been delivered to the other Party s Notice Address in the absence of evidence of earlier delivery: (a) on the delivery date, if delivered by hand; (b) the next Business Day after being deposited for delivery with a recognized overnight courier; or (c) three (3) Business Days after deposit in the mail. Either Party may, by similar notice given, change the Notice Address to which future notices or other communications shall be sent Assignment and Transfer Restrictions The Customer may transfer or assign all or any part of its interest under the Agreement, and/or delegate any duties, burdens, or obligations arising thereunder, with the prior written consent of Perseus Telecom, which consent shall not be unreasonably withheld or delayed. A transfer or assignment by Customer in violation of this Article 16.2 shall constitute a material breach of the Agreement and shall be null and void from its inception. No permitted assignment or transfer shall relieve the Customer of its obligations hereunder. Perseus Telecom may assign any Agreement, in whole or in part, to any Perseus Telecom Affiliate, without the consent of the Customer. Nothing contained in an Agreement shall preclude the Customer from leasing or providing any capacity or other services derived from a Service to third parties without obtaining Perseus Telecom s' consent, provided that any use of such Services shall be subject to terms and conditions of such Agreement Governing Law; Venue The Agreement shall be governed by, and construed in accordance with, the laws of New York, without regard to conflict of law principles. Any and all disputes arising out of this Master Services Agreement, the Service Schedule or the Service Order Form shall be settled in a court of competent jurisdiction in the State of New York Waiver The failure of either Party at any time to enforce any right or remedy available to it under the applicable Agreement, or otherwise, with respect to a breach or failure of the other Party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other Party Rules of Construction The captions or headings in the Agreement are strictly for convenience and shall not be considered in interpreting the Agreement or as amplifying or limiting any of its content. Words in the Agreement which import the singular connotation shall be interpreted as plural, and words which import the plural connotation shall be interpreted as singular, as the identity of the parties or objects referred to may require. Unless expressly defined herein, words having well known technical or trade meaning shall be so construed. All listing of items shall not be taken to be exclusive, but shall include other items, whether similar or dissimilar to those listed, as the context reasonably requires. Except as set forth to the contrary in the Agreement, a Party's right or remedy shall be cumulative and without prejudice to any other right or remedy, whether contained therein or not. The Agreement has been fully negotiated between and jointly drafted by the Parties Modification; Ranking The Agreement sets forth the entire understanding of the Parties and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter of the Agreement. The Agreement may only be amended, modified or supplemented be an instrument in writing executed by an authorized representative of each Party and specifically stating that the Parties intend to modify, amend or supplement the Agreement. In the event there are any conflicting provisions between this Master Services Agreement, the Service Schedule, and the applicable Service Order Form, the provisions set forth in the applicable Service Order Form shall control. In the event there are any conflicting provisions between this Master Services Agreement and the Service Schedule, the provisions set forth in the Service Schedule shall control No Third Party Beneficiaries Proprietary & Confidential

31 Legal ID Page 11 of 14 Pages No provision of this Master Services Agreement shall be enforceable by any third party No Personal Liability; Immunity Each action or claim against a Party arising under or relation to the Agreement shall be made only against such Party as a business entity, and any liability relating thereto shall be enforceable only against the assets of such Party. The Parties acknowledge that the Agreement is commercial in nature, and expressly and irrevocably waives any claim or right it may have to immunity (whether sovereign immunity, act of state or otherwise) for itself or with respect to any of its assets in connection with any proceeding to enforce the Agreement Relationship of the Parties The Parties shall perform all of their duties under the Agreement as independent contractors or independent parties and shall discharge their contractual obligations at their own risk, subject, however, to the terms and conditions thereof. The relationship between the Parties shall not be deemed to be that of an agent and principal, partners, or joint venturers, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, but not limited to, tax purposes. The Parties understand and agree that, except as specifically provided in the Agreement, neither Party grants the other Party the power or authority to make any commitments on behalf of the other Party Equipment; Infrastructure The Agreement shall not in any way convey title or any interest in the infrastructure, systems, equipment, facilities or other property of Perseus Telecom (or its Affiliates) utilized in connection with the provision of Service. Customer also acknowledges that: (a) Customer shall not, and shall not permit others to, move, rearrange, disconnect, remove, repair, or otherwise tamper with any equipment supplied by Perseus Telecom, without its prior written consent; (b) any equipment provided by Perseus Telecom shall be used solely for the purpose for which it is provided by Perseus Telecom; (c) Customer shall take such actions as are reasonably directed by Perseus Telecom to protect it s interest in any equipment provided by it and shall keep such equipment free and clear from all liens, claims and encumbrances; (d) Customer bears the entire risk of loss, theft, destruction or damage to the equipment placed on the Customer Sites by Perseus Telecom (except for damage caused by Perseus Telecom) and shall promptly notify Perseus Telecom of any such loss, theft, destruction or damage; (e) in no event will Perseus Telecom be liable to Customer or any other person for interruption of Service or for any other loss, cost or damage caused by, or related to, improper use or maintenance of the equipment provided by Perseus Telecom to Customer or its agents; (f) if the equipment so provided by Perseus Telecom was manufactured by a third party, then any manufacturer warranties with respect to the equipment will be passed on to Customer by Perseus Telecom and any rights or remedies Customer may have regarding the performance or compliance of the equipment are limited to those rights provided by the manufacturer of the equipment; (g) Perseus Telecom shall not be responsible for any changes to the Service that cause the equipment to become obsolete or require modification or alteration; and (h) Customer agrees to permit Perseus Telecom to periodically inspect the equipment during the Service Term and remove the equipment from any Customer Site after termination or expiration of the Agreement or the Service provided hereunder in relation to which the equipment was provided. Customer shall be solely responsible for the installation, operation, maintenance, use, compatibility of any equipment or software not provided by Perseus Telecom and Perseus Telecom shall have no responsibility or liability in connection therewith Expenses All costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, any stamp and capital duties and taxes incurred in connection with the Agreement and the Services contemplated thereby shall be paid by the Party incurring such costs and expenses Performance Customer expressly agrees and acknowledges that, notwithstanding that Perseus Telecom shall be liable for all of the obligations ascribed to it under the Agreement; any Affiliate of Perseus Telecom may perform such obligations Severability Proprietary & Confidential

32 Legal ID Page 12 of 14 Pages If any term, clause, provision, covenant or condition contained in the Agreement is adjudicated to be illegal or unenforceable, all other terms, clauses, provisions, covenants or conditions of the Agreement shall remain in force, and the term, clause, provision, covenant or condition held illegal or unenforceable shall remain in effect as far as possible in accordance with the intention of the Parties Counterparts The Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument Integration This Agreement and the Exhibits, Attachments, and all other documents incorporated herein by reference, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous conditions, agreements, communications or representations, whether oral or written, relating to the subject matter hereof. A party has not relied on any statement or representation by an employee or agent of the other party in entering into this Agreement. This Agreement may not be modified or any term or condition waived except in a writing signed by a duly authorized representative of each party. 17. Perseus Telecom Event of Insolvency 17.1 Event of Insolvency In addition to any rights Customer may have as set forth in Section 12 (Default) herein, upon the occurrence of an Event of Insolvency with respect to Perseus Telecom, Customer shall have the right, but not the obligation, to assume the rights related to any Service that is provided by a third party to Perseus Telecom pursuant to Section 3.5 herein. The assignment of such rights by Perseus Telecom to Customer and the ability of Customer to assume control of such Services and deal directly with the third party service provider shall be evidenced by Letters of Agency ( LOA ), which Perseus Telecom agrees to provide to Customer upon request. Perseus Telecom agrees that it will not amend, modify or revoke any LOA without providing Customer no less than sixty (60) days prior written notice. 18. Compliance with Anti-Corruption Laws 18.1 Customer hereby agrees that neither it, nor any of its directors, shareholders, officers, employees, agents, subcontractors or other third parties, in relation to the use of Services in any way, will make or has made or offered, or caused to be made or offered, any bribe or other payment, loan, commission, gift of money, inducement or anything of value or other advantage, directly or indirectly to: (a) any official or employee of any government, or any agency or instrumentality thereof (including public enterprises or state owned businesses); (b) any political party or official thereof or any candidate for political office; (c) any individual who holds any legislative, administrative or judicial position, exercises a public function, or is an official or agent of a public international organization; (d) any other person at the suggestion, request, direction of or for the benefit of any person described in section (a),(b)(c); or (e) any person, company, partnership or legal entity (non-government) to influence a decision or to gain any advantage for Perseus (or its directors, employees or agents, or affiliates ), or Customer, or its directors, employees or agents or their affiliates or other third parties performing services for or on behalf of the Customer, in connection with any transaction relating to this Agreement that could result in a violation of any applicable corrupt practices law or regulation, order, decree or directive having the force of law and relating to bribery, kick-backs, or similar business practices In using the Services under this Agreement, neither the Customer nor any of its Affiliates, any director, officer, employee, partner, subcontractor or any third party using Services on behalf of Customer, shall directly or indirectly, accept or request the payment of money, commission, gift, hospitality, inducement or anything else of value from any person, company, partnership or legal entity to improperly perform, or to induce another person to perform improperly, any function that is of a public nature, connected with business, undertaken in the course of a person s employment, or a function by or on behalf of a body of persons, or for the purpose of awarding, giving, maintaining or directing business, or to secure or obtain any improper business advantage. Proprietary & Confidential

33 Legal ID Page 13 of 14 Pages 18.3 Customer, its principals, directors and officers, or any third parties engaged by Customer in using these Services or performing any transaction under this Agreement have not been: (i) listed by any government or public agency (such as the United Nations or the World Bank) as debarred, suspended, or proposed for suspension or debarment or otherwise ineligible for government procurement programs; or (ii) formally charged with, convicted of, or pleaded guilty to any offense involving fraud or corruption Notwithstanding any other provisions in this Agreement, Perseus may suspend performance or terminate this Agreement immediately upon written notice if Customer breaches any of the terms set forth in sections 18. Following notice of termination, Perseus shall not be required to complete any order or take any other action pursuant to this Agreement if it has reasonable basis to believe that such completion of order, or other action would violate any applicable law, including but not limited to the Foreign Corrupt Practices Act, or the UK Bribery Act Customer, its Affiliates and its directors, officers, employees, partners, and intermediaries have instituted and maintained adequate and appropriate policies, procedures and controls designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable Anti-Corruption laws, regulations, order or decree having the force of law relating to bribery, kickbacks or similar business practices. [SIGNATURE PAGE TO FOLLOW] Proprietary & Confidential

34 Legal ID Page 14 of 14 Pages IN WITNESS WHEREOF, the parties have caused this Master Services Agreement to be signed by their duly authorized representatives as of, 2015 Perseus Telecom Limited By: Name: Title: Date: Notice Address: Perseus Telecom Limited 30 Vesey Street, 14 th Floor New York, NY USA CUSTOMER NAME CUSTOMER : (Insert Full Legal Name) By: Name: Title: Date: Notice Address: Attention: [Remainder of Page Intentionally Left Blank] Proprietary & Confidential

35 EXHIBIT B-4

36 PERSEUS PRECISIONSYNC SERVICE SCHEDULE This Service Schedule (the Service Schedule ) sets forth the terms and conditions for the Services described herein and is subject to that Master Services Agreement number ( MSA ) by and between Perseus Telecom Limited ( Perseus ) and ( Customer ) and Service Order Form number POP - dated as of, This Service Schedule shall be effective as of, Unless otherwise defined in this Service Schedule, capitalized terms shall have the meanings as set forth in the MSA. In the event of a conflict between the terms provided in the MSA and herein, the terms and conditions provided herein shall govern. In the event of a conflict between the terms provided in the SOF and herein, the terms and conditions provided in the SOF shall govern. 1. Definitions Circuit means the route between an entry point and exit point as indicated on the Service Order Form. End Point means the physical location on the Perseus System at which a particular Circuit terminates. Each Circuit has two (2) End Points. End Point Service Level or EPSL means the performance level of the Service at a particular End Point as set forth in Section 9. Objective Service Availability or OSA means, with respect to a particular Circuit, the Service Availability that the Customer can expect in a given month as set forth in Section 9. Service Availability means the total number of minutes in a month during which there is no Service Outage, divided by the total number of minutes in such month, expressed as a percentage. Service Availability is measured between the End Points where the Service is provided. Service Availability measurements commence on the first day of the first full month of service after the Acceptance Date. Service Outage means an unscheduled period of time during which the Service is unavailable on the Perseus Telecom System. A Service Outage is defined as Ethernet port downtime. 2. PrecisionSync - Service Description Perseus is licensed to operate a network of PrecisionSync time nodes ( Time Nodes ) that provide access to National Institute of Standards and Technology ( NIST ) Coordinated Universal Time ( UTC ). The Time Nodes have been specifically designed to deploy NIST UTC based time services to customers across high performance private, controlled and audited networks. The Legal Reference ID Page 1 of 7

37 PrecisionSync service delivers legally provable time data across industry standard transports for any and all calibration and edge-clock management applications. Perseus maintains Time Nodes at key data centers around the globe, all of which are interconnected using the Perseus Telecom System to provide further resilience to the redundancy already built into a given data center s node. 3. Network Based NIST UTC Time and Time Verification Perseus delivers NIST UTC across a number of transports in a service branded as PrecisionSync. 3.1 PrecisionSync - NTP Services Network Time Protocol ( NTP ) Services for PrecisionSync include unauthenticated simple NTP and NTPv4 based connections in authenticated and unauthenticated modes The granularity of the NTP services range from +/- 50 µsec to +/- 25 µsec, subject to the service level as requested by the Customer and excluding Customer equipment. The Fees for such Services may vary based on poll rates, records retained, and any attestation & reporting services provided The quality of Service for NTP services ( NTP Service Quality ) shall be 99% of offset measurements residing within the following ranges and as specified in the Service Order Form: 25 µsec Service: +/-25 µsec as measured by Perseus on its equipment. 50 µsec Service: +/-50 µsec as measured by Perseus on its equipment NTP Service Quality does not include, and may be downgraded by: (a) the performance of, and the amount of traffic on, the distribution networks; and (b) Customer equipment 3.2 PrecisionSync - PTP Services Precision Time Protocol (IEEE-1588 v2) ( PTP ) based time transport and delivery services are delivered in the form of either a mutually agreed upon bespoke design solution or a service to drive already existing Customer infrastructure, as specified in the Service Order Form. Connectivity is provided over a fiber ethernet based network. Both Layer 2 and Layer 3 deployments are supported The quality of Service for PTP services ( PTP Service Quality ) shall be 99% of offset measurements residing within the following ranges and as specified in the Service Order Form: 1 µsec Service: +/-1 µsec as measured by Perseus on its equipment. 25 µsec Service: +/-25 µsec as measured by Perseus on its equipment. Legal Reference ID Page 2 of 7

38 3.2.3 PTP Service Quality does not include, and may be downgraded by: (a) the performance of, and the amount of traffic on, the distribution networks; and (b) Customer equipment 4. Device License A device license is an authorization for access by any device that receives time data that originated from and time service request/broadcast to/from a Time Node. 5. Connectivity Upon Customer s request, a redundant fail-over connection may be configured in accordance with the specifications in the Service Order Form. For the avoidance of doubt, the Customer is responsible for ensuring that Customer s infrastructure can support such fail over connection. 6. Unlicensed Usage 6.1 Licensed Customer devices may access Perseus Time Nodes for PTP or NTP-based time setting and time-of-day clock synchronization. Customers shall not access Perseus timeservers for any reason other than for use of the Services in accordance with the Agreement. 6.2 Perseus shall monitor all Customer usage For NTP services, Customer usage is based on selection of ten thousand (10,000), one hundred thousand (100,000), five hundred thousand (500,000) or one million (1,000,000) polls per hour. If the Customer exceeds the agreed usage level as specified in the Service Order Form, Perseus will notify Customer in writing. Customer will have thirty (30) days to rectify such usage by paying for any excess charges as well as by licensing appropriate incremental service. 6.3 The Customer is not permitted to resell or redistribute the Services except (a) without obtaining Perseus express written consent and (b) only on certain terms as specified by Perseus in its sole discretion. 7. IP Address 7.1 Perseus s DNS servers shall be used to identify addresses of Customer facing Time Nodes. 7.2 The IP addresses may be modified as required by Perseus, in its sole discretion. In the event that Customer IP assignments are required to be modified, Perseus shall notify Customer and Perseus technical support will coordinate with the Customer to reconfigure all relevant modified IP addresses for licensed access during a scheduled Maintenance Window. 8. Service Level Availability 8.1 Single Connection directly to a Server Legal Reference ID Page 3 of 7

39 In the event the Customer purchases a single connection directly to a server, Perseus offers the following Objective Service Level Availability Region End Point Location End Point Service Level 99.0% 99.0% 99.0% 99.0% 99.0% 99.0% 99.0% 99.0% 99.0% 99.0% 8.2 Connection to a Resilient Service A resilient service is a service that has more than one network connection between Perseus and the Customer ("Resilient Service"). The precision in a Resilient Service may change based on network topology design, geographic location and latency. In the event the Customer purchases a Resilient Service, Perseus offers the following Objective Service Level Availability. Region End Point Location End Point Service Level 99.99% legal Reference ID Page 4 of7

40 99.99% 99.99% 99.99% 99.99% 99.99% 9. Outage Credits 9.1 Quality Outage Credit/Availability Outage Credit (a) In the event PTP Services do not meet 99.0% of accuracy in PTP Service Quality respectively such that the Service Quality falls outside +-/1 f.ls for more than 44 minutes during a given month then the Customer shall be entitled to a credit equivalent to 50% of the hourly rate for each hourly period during which the Service Quality for PTP Services falls below 99.0% of accu{acy; or (b) In the event PTP Services do not meet 99.9% of accuracy in PTP Service Quality respectively such that the Service Quality falls outside +-/10!!s then the Customer shall be entitled to a credit equivalent to 100% of the hourly rate for each hourly period during which the Service Quality for PTP Services falls below 99.9% of accuracy; or (c) In the event NTP Service Quality does not meet the required 99% of all offset data points being within the range specified in the Service Order Form during a 24 hour period, credit will apply for 50% of the service fee for that 24 hour period. ("Quality Outage Credit")' If the Service Availability during any month is less than the Objective Service Availability, then Perseus shall issue the Customer an invoice credit for the month in which the service quality fell below measurement or the Service Outage(s) occurred based on the location of the Service Outage calculated as indicated in the table below ("Availability Outage Credit"): Availability Outage Credit as: For PrecisionSync Services with OSA = 99.0% Service Availability % of Monthly Fee 0-44 minutes 0% minutes 2% minutes 4% minutes 6% minutes 8% More than 324 minutes 25% Legal Reference Page 5 of7

41 For PrecisionSync Services with OSA = 99.99%: Service Availability % of Monthly Fee 1 60 minutes 5% minutes 10% minutes 20% minutes 30% minutes 40% More than % minutes 9.2 Quality Outage Credits and Availability Outage Credits (collectively, Outage Credits ) are applied to Customer s invoices only. Outage Credits are not assignable or transferable. The maximum Outage Credit for any month is a one- time credit equal to the monthly Fee in which the Objective Service Availability is not achieved. 9.3 To receive an Outage Credit, Customer must notify Perseus in writing and request such Outage Credit within thirty (30) days after the end of the relevant month. If Perseus does not receive Customer s written notice within such thirty (30) day period, Customer shall be deemed to have waived its right to the Outage Credit. 9.4 Outage Credits shall not be given for less than Objective Service Availability caused by: (i) a Force Majeure Event; (ii) the acts or omissions of Customer, its affiliates, agents or contractors; (iii) the acts or omissions of any third party contractor or service provider (other than Customer, its affiliates, agents or contractors) whom Perseus engages to provide maintenance services or to provide facilities used to deliver the Service, provided that Perseus could not prevent such act or omission with the exercise of reasonable care; (iv) local access circuits, interconnects and/or off-net circuits; (v) scheduled maintenance; or (vi) equipment, networks or systems not provided by or through Perseus, such as (but not limited to) equipment, networks or systems owned by Customer. [SIGNATURE PAGE TO FOLLOW] Legal Reference ID Page 6 of 7

42 IN WITNESS WHEREOF, the parties hereto have indicated their agreement to this Service Schedule by signing below. PERSEUS By: Name: Title: CUSTOMER: By: Name: Title: Legal Reference ID Page 7 of 7

43 EXHIBIT B-5

44 ~PERSEUS Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v! STATEMENT OF WORK 1. Introduction This Statement of Work ("SOW") sets forth the scope of work and terms and conditions applicable to the Managed Hosting & Professional Services ("Services") to be provided to Indy Research Labs ("Customer") by Perseus Telecom ("Perseus"). This SOW is subject to and governed by all terms and conditions of the Master Services Agreement ("MSA") and the Service Order Form POP ("SOF"), by and between Customer and Perseus (collectively, the "Agreement"). This SOW shall be effective as of Unless otherwise defined in this SOW, capitalized terms shall have the meanings as set forth in the MSA. In the event of a conflict between the terms provided in the MSA and herein, the terms and conditions provided herein shall govern. In the event of a conflict between the terms provided in the SOF and herein, the terms and conditions provided in the SOF shall govern. 2. Service Description 2.1 Requirements The requirements listed below have been gathered from Indy Research Labs (IRL) and serve as the foundation for the proposed solution. 2.2 Data Center Locations & Service Type This solution will be hosted by Perseus Telecom within its space at the following data center addresses: DCI-1I::::;:::==========:; DC2 -I DC3 - DC4- The types of services that will be provided include: Managed Hosting Infrastructure services (inclusive of colo cation & LAN services) Internet services Private Network services Market Data Network services Managed Security & VPN services 2.3 Application Server Requirements The Indy Research Labs (IRL) managed infrastructure will consist of servers running proprietary IRL applications for the purposes of performing trade execution with the Chicago Mercantile Exchange, the InterContinental Exchange and espeed/nasdaq. The different purposes of these servers as outlined by IRL include: Trading Engines, Development and Compute Farm servers. The initial deployment of managed infrastructure for IRL will include: 2 Trade Engines 2 Trade Engines 2 Trade Engines 2 Development Servers and 2 Compute Farm Servers Page 1 of 11 Perseus Confidential Information

45 ~PERSEUS Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v1 The server specifications are shared between all Trade Engine servers and defined below: Number of Servers 6 Server Names Classification Hardware Configuration Storage Configuration Operating System Perseus Provided/Managed Applications Customer Provided Applications Managed Backup Network Interface Configuration Systems Monitoring & Management Application Monitoring & Management Other Requirements Standard Dell PowerEdge R730 2x Intel Xeon E v3 3.4GHz, 6 Cores 16x 8Gb RDIMM, 2133MT /s RAM 2x 400Gb SATA Solid State Drives, MLC, 6Gbps, 2.5" 4x 4Th 7.2K RPM SATA HOD, 6Gbps, 3.5" 1x Mellanox Connect X3 DP 10Gb NIC 1x Solarflare SFN7322F PTP PCI Card 2x 750W Redundant PSU TO. b~ delfll!ejj;j,y!b1 Ta tjeld~n.e!ibyir~ Not Applicable Not Applicable Not Applicable Port 1: TBD <VLANswiQ be:asslgned> Port 2: TBD VLANs to be assigned>' Port 3: TBD <VLANs to be assigned>' Port 4: TBD ~VLANs to be assi g1l ed ~ Physical management and full monitoring of systems and hardware components Initial account password/login administration Not Applicable The 6 trade application servers, 2 at DC1, 2 at DC2 and 2 at DC3, will be connected to each other via a single Cisco Nexus 3548 switch dedicated to IRL at each data center on log interfaces. Each server will also be connected to Perseus switches delivering financial market data and allowing for order flow between preidentified financial exchange sources per data center. The servers will reside across five (5) VLANs including: VLAN 1: IRL Management VLAN 2: Market Data delivery Page 2 of 11 Perseus Confidential Information

46 Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v1 VLAN 3: Order Execution VLAN 4: Perseus Management VLAN 5: Perseus PrecisionSync The IRL Management VLAN will be secured and strictly used for the purposes of IRL s system administrators to access all of the servers. The Market Data VLAN will be secured and strictly used for the delivery of financial market data to which IRL has subscribed and been approved to receive. The Order Execution VLAN will be secured and used for IRL to send orders to the local financial exchange. The Perseus Management VLAN will be secured and strictly used for Perseus to monitor and manage the servers. Finally, the Perseus PrecisionSync VLAN will supply the servers with a Precision Time Protocol (PTP) source for accurate time synchronization of the servers. Perseus will be responsible for loading the requested operating system as defined by IRL. IRL requires maintaining root access to the operating system and will manage patching the OS and applications as necessary. IRL will provide Perseus with limited administrator credentials for the purposes of monitoring and managing systems as defined by IRL. Page 3 of 11 Perseus Confidential Information

47 ~PERSEUS Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-vI The server specifications are shared between both Development servers and defined below: Number of Servers 2 Server Names Classification Hardware Configuration Storage Configuration Operating System Perseus Provided/Managed Applications Customer Provided Applications Managed Backup Network Interface Configuration Systems Monitoring & Management Application Monitoring & Management Other Requirements Standard Dell PowerEdge R730 2x Intel Xeon E v3 3.4GHz, 6 Cores 16x 8Gb RDIMM, 2133MT /s RAM 2x 400Gb SATA Solid State Drives, MLC, 6Gbps, 2.5" 4x 4Tb 7.2K RPM SATA HOD, 6Gbps, 3.5" Ix Mellanox Connect X3 DP 10Gb NIC Ix Solarflare SFN7322F PTP PCI Card 2x 7S0W Redundant PSU To be defined by IRL To be defined py lrl Not Applicable Not Applicable Not Applicable Port 1: TBD <VLANs to- be assigned> Port 2: TBD =svlans to be assigned> Physical management and full monitoring of systems and hardware components Initial account password/login administration Not Applicable The 2 development servers will be connected to each other via a single Cisco Nexus 3548 switch dedicated to IRL a log interfaces. The servers will reside across five (5) VLANs including: VLAN 1: IRL Management VLAN 2: Development VLAN 3: Storage VLAN 4: Perseus Management VLAN 5: Perseus Precision Sync The IRL Management VLAN will be secured and strictly used for the purposes ofirl's system administrators to access all of the servers. The Development VLAN will be secured and used for Page 4 of 11 Perseus Confidential Information

48 Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v1 server to server communication as defined by IRL. The Storage VLAN will be secured and used for IRL to connect a storage array device. The Perseus Management VLAN will be secured and strictly used for Perseus to monitor and manage the servers. Finally, the Perseus PrecisionSync VLAN will supply the servers with a Precision Time Protocol (PTP) source for accurate time synchronization of the servers. Perseus will be responsible for loading the requested operating system as defined by IRL. IRL requires maintaining root access to the operating system and will manage patching the OS and applications as necessary. IRL will provide Perseus with limited administrator credentials for the purposes of monitoring and managing systems as defined by IRL. Page 5 of 11 Perseus Confidential Information

49 ~PERSEUS Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v1 The server specifications are shared between all Compute Farm servers and defined below: Number of Servers 2 Server Names Classification Hardware Configuration Storage Configuration Operating System Perseus Provided/Managed Applications Customer Provided Applications Managed Backup Network Interface Configuration Systems Monitoring & Management Application Monitoring & Management Other Requirements Standard Dell PowerEdge R730 2x Intel Xeon ES-2697 v3 2.6GHz, 14 Cores 16x 16Gb RDIMM, 2133MT/s RAM 2x 400Gb SATA Solid State Drives, MLC, 6Gbps, 2.S" 4x 4Tb 7.2K RPM SATA HOD, 6Gbps, 3.5" Mellanox ConnectX3 DP 10Gb NIC Solarflare 6322F PTP PCI Card 2x 7S0W Redundant PSU To be ~fined by IRL To be defined bi IRL Not Applicable Not Applicable Not Applicable Port 1: TBD '<VLANs to be assi~'ed ~ Port 2: TBD '"fvj.a~ to be ~~Jmed; Physical management and full monitoring of systems and hardware components Initial account password/login administration Not Applicable The 2 compute farm servers will be connected to each other via a single Cisco Nexus 3S48 switch dedicated to IRL <II log interfaces. The servers will reside across five (S) VLANs including: VLAN 1: IRL Management VLAN 2: Development VLAN 3: Storage VLAN 4: Perseus Management VLAN S: Perseus PrecisionSync The IRL Management VLAN will be secured and strictly used for the purposes ofirl's system administrators to access all of the Page 6 of 11 Perseus Confidential Information

50 Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v1 servers. The Development VLAN will be secured and used for server to server communication as defined by IRL. The Storage VLAN will be secured and used for IRL to connect a storage array device. The Perseus Management VLAN will be secured and strictly used for Perseus to monitor and manage the servers. Finally, the Perseus PrecisionSync VLAN will supply the servers with a Precision Time Protocol (PTP) source for accurate time synchronization of the servers. Perseus will be responsible for loading the requested operating system as defined by IRL. IRL requires maintaining root access to the operating system and will manage patching the OS and applications as necessary. IRL will provide Perseus with limited administrator credentials for the purposes of monitoring and managing systems as defined by IRL. Page 7 of 11 Perseus Confidential Information

51 ~PERSEUS Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-vl Internet Connectivity _~ Perseus will supply a 10Mbps dedicated Internet connection at two data center Ii!, with public IP addresses supplied for each connection. Internet access will generally be used for VPN access into the environment and for Server /OS/Software patching as required. IRL will be responsible for configuring default gateways on the servers for Internet access from either /both of the provided connections IP Addressing Perseus and its partners or the customer can provide all public and private IP addresses required for the solution. If a public /24 IP block (256 IP addresses) or greater is required, the customer will be responsible for completing any necessary IP justification forms for the allocation of the IP block Perseus Provided IP range: Customer Provided IP range: Domain Name Services TBD TBD ( List CIDR block and Usable IPs> 5 List CIDR block and usable IPs> Perseus and its partners or the customer can provide all necessary DNS services required for the solution. 2.5 Private Network & VPN Requirements Perseus will provide VPN access for the customer into the Trade and Development environments via static VPN tunnels terminating from the customer location on the Perseus managed firewalls located a... for management of the servers. The VPN access will be mapped to the IRL VLANs as required. Perseus will also provide a multipoint, full-mesh Ethernet VLAN between all data centers including NY 4 to provide access from the Internet into the IRL environment. Each location will have loombps connectivity supplied from that location to all other locations on the network. This network will be private and strictly for the use ofirl as required. 2.6 Security Requirements Perseus will provide managed firewall services that effectively deter unauthorized users from accessing the hosted solution. The firewall will employ stateful inspection, anti-spoofing techniques and will be administered using strict security policies. Changes to firewall policies are accomplished with a service request to the Perseus Operations Center and charges will apply. The following rules will be applied to the managed firewall: Trade Servers: Line Source Value Destination Value Service Comments Action 1 Customer IPs Engtn:e:i,l ttpl 22,443 SSL, HTTPS Access Accept 2 Engine 1, i Any Any ()utbound: OS Updates Acc~j 3 TBD TBD TBD TBD TBD 4 TBQ TBD TBD TBD TBD Last Art..l' Any Any Droj! Drop Page 8 of 11 Perseus Confidential Information

52 Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v1 Development Servers: Line Source Value Destination Value Service Comments Action 1 Customer IPs 2 Dev1, Dev2, Compute1, Compute2 Dev1, Dev2, Compute1, Compute2 Any tcp: 22, 44s SSL, HTTPS Access Accept Any Outbound: OS Updates 3 TBD TBD TBD TBD TBD 4 TBD TBD TBD TBD TBD Last Any Any Any Drop Drop Accept 3. Fees & Expenses 3.1 Service Fees All service fees and expenses are included in the provided Perseus Managed Services Quote and subsequent Perseus Service Order Form provided to the customer. 3.2 Expenses In addition to the Services fees defined above, Customer also agrees to reimburse Perseus for reasonable, documented, actual out of pocket expenses incurred in providing the Services to Customer. 4. Term Perseus Managed Hosting Services contract term will be dictated by the Perseus Service Order Form provided to the customer. 5. Controls 5.1 Status Reports Each party will designate appropriate personnel to be assigned to review status reports periodically, such person a Primary Contact. A Perseus Primary Contact will maintain a project schedule for this SOW. The Primary Contacts will review the progress of this SOW on an as needed basis. 5.2 Change Control Either Party may, at any time after signature of this SOW, request changes to this SOW by submitting a written change request which identifies in reasonable detail each of the following: Summary of the requested change; Why the change is needed; and When the change is needed. Page 9 of 11 Perseus Confidential Information

53 Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v1 Please note that any proposed changes to this SOW may impact the project schedule, price, or scope. Perseus will prepare an addendum to the SOW that will document any revisions to the SOW. Changes to the SOW become effective when Customer and Perseus sign the addendum. 6. Additional Customer Responsibilities Customer acknowledges and agrees that: (i) Customer is solely responsible for obtaining all licenses, approvals, and regulatory authority for its operation and the provision of services to its end user and/or carrier Customers; (ii) Customer shall comply with all applicable laws, rules, and regulations relating to Customer s business operations including without limitation all privacy and data laws. Customer agrees that it is solely responsible for compliance with such export laws and controls; (iii) Customer is solely responsible for obtaining all permits, landlord and other consents, access licenses and permissions, all power, environment, space and all other location services and facilities, and any consents and waivers necessary for installation, maintenance, operation and removal of facilities in order to permit Perseus to install, operate, maintain, provide and remove the Service; (iv) the equipment or Services used by Customer or Customer s agents, employees or end users in connection with any Service shall not: (a) interfere with or impair services over any facilities and equipment of Perseus and its suppliers; or (b) create hazards to the employees, agents, property owners and tenants, or invitees of Perseus or the public; and (v) Customer shall provide IP connectivity (out of band) for all locations where any equipment is located (except as specifically provided in an appendix hereto) or where Perseus is required to activity monitor services).if, after Perseus provides or arranges for support outside of any SOW, or where Customer failed to comply with any of its responsibilities under this Agreement, then Perseus may charge the Customer for all time and material and expenses associated with such support at its then current rates. If Perseus is unable to deliver the Services on time due to delay of Customer or its End Users or agents, Perseus may commence billing as of the date the Services would have been ready for delivery but for such delay. In addition to any other remedies available hereunder, Customer shall protect, defend, indemnify, and hold harmless Perseus, its officers, directors, employees, contractors, and agents, from and against any and all liabilities, claims, losses, damages, expenses (including reasonable attorney s fees and costs), judgments, and causes of action arising from or related to any claim for use of the Service or made by any of Customer s customers, invitees, employees, agents or end users. 7. Miscellaneous Notwithstanding anything to the contrary, the parties expressly agree that nothing herein shall convey or be construed to convey or otherwise transfer any intellectual property or other proprietary rights held by Perseus, its vendors or licensors. Notwithstanding any other provision or understanding to the contrary in any document, Perseus makes no representation, warranty, or guarantee that any of the Services performed hereunder comply with or satisfy any applicable governmental or industry data security standard. If such Services include security services provided by Perseus, Customer acknowledges that Perseus may not identify all possible incidents or vulnerabilities and Perseus expressly disclaims any responsibility for any unidentified or misidentified incidents or vulnerabilities. If Perseus provides an assessment, certification, report, or similar material to Customer hereunder, such material is developed in good faith as to its accuracy at the time of inspection or review by Perseus and provided AS IS. [SIGNATURE PAGE TO FOLLOW] Page 10 of 11 Perseus Confidential Information

54 Company Name: Indy Research Labs Order: POP Statement of Work: Managed Infrastructure-v1 IN WITNESS WHEREOF, the parties hereto have indicated their agreement to this SOW by signing below. Perseus Telecom Limited Customer Name: Title: Date: Name: Title: Date: Page 11 of 11 Perseus Confidential Information

55 EXHIBIT B-6

56 ON-NET SERVICE SCHEDULE This On-Net Service Schedule (the Service Schedule ) sets forth the terms and conditions for the Services described herein and is subject to that Master Services Agreement number PTA ( MSA ) by and between Perseus Telecom Limited ( Perseus ) and ( Customer ) dated as of, This Service Schedule shall be effective as of, 2015( Service Schedule Effective Date ) and all applicable Service Order Forms dated as of or subsequent to the Service Schedule Effective Date and as provided for therein are subject to the terms and conditions herein. Unless otherwise defined in this Service Schedule, capitalized terms shall have the meanings as set forth in the MSA. In the event of a conflict between the terms provided in the MSA and herein, the terms and conditions provided herein shall govern. In the event of a conflict between the terms provided in the SOF and herein, the terms and conditions provided in the SOF shall govern. 1. S er vi ce D escr i p t i on. The service (the Service ) is an unprotected Pointto-Point Layer 2 transport service on the Perseus Telecom System consisting of guaranteed bandwidth utilizing shared network resources. 2. D ef ini t i o n s. Chronic Outage means, with respect to a particular Circuit, when the Service experiences less than the Objective Service Availability in each of three (3) consecutive months. Circuit means the route between an entry point and exit point as indicated on the Service Order Form. CLS means a Cable Landing Station on the Perseus Telecom System. End Point means the physical location on the Perseus Telecom System at which a particular Circuit terminates. Each Circuit has two (2) End Points. End Point Service Level or EPSL means the performance level of the Service at a particular End Point as set forth in Section 3.1. Legal Reference ID

57 I "Objective Service Availability" or "OSA" means, with respect to a particular Circuit, the Service Availability that the Customer can expect in a given month as set forth in Section 3. "Service Availability" means the total number of minutes in a month during which there is no Service Outage, divided by the total number of minutes in such month, expressed as a percentage. Service Availability is measured between the End Points where the Service is provided. Service Availability measurements commence on the first day of the first full month of service after the Acceptance Date. "Service Outage" means an unscheduled period of time during which the Service is unavailable on the Perseus System. A Service Outage is defined as Ethernet port downtime. 3. Objective Service Availability. 3.1 The End Point Service Levels on the Perseus Telecom System are as follows: Region End Point Location orth America 99.99% End Point Service Level 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99%

58 nter-brazil 99.90% 99.40% II n1 ro~. Brazil EXICO RE 99.90% 99.90% 99.90% %

59 UTHKOREA 99.90% " 99.90% 99.90% AIWAN 99.90% 99.90% 99.90% 99.90% 99.90% 3.2 The Objective Service Availability for each Circuit shall be the LESSER of the two End Point Service Levels applicable to the specific Circuit. By way of example, a Circuit between the United States and Brazil shall have an Objective Service Availability of 99.40% (Area B) (i.e., the lesser of the U.S. EPSL of 99.99% and the Brazil EPSL of 99.40% (Area B)). For intra-brazil circuits, the Objective Service Availability shall be 99.40%. 3.3 The Objective Service Availability shall not apply during any month in which Perseus suspends Service due to Customer's breach of its payment obligations or its failure to comply with any other material term or condition ofthe MSA, Service Schedule, or Service Order Form.