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  <br />  <br />  <br />2  <br />D. Section 8.2 Termination. Section 8.2 is hereby modified by adding the following sentence to the end of <br />Section 8.2: <br />“In addition, in the event Customer – a public sector agency dependent upon receiving public funding for the <br />performance of its obligations – (i) does not receive, (ii) is not appropriated, or (iii) otherwise experiences or <br />is notified of a reduction in Customer’s funding, Customer shall have the option to terminate this Agreement <br />and Order Form(s) solely on the basis of lack or reduction of funding on an annual basis; provided, that <br />Customer’s written notice of termination on the basis of this sentence shall include appropriate documentation <br />reasonably satisfactory to Bonterra demonstrating that funding has been or will be reduced or is no longer <br />available for Customer to fulfill its obligations under this Agreement.” <br />E. Section 9.2. Publicly. Section 9.2 is hereby modified as follows (additions are represented by underline and <br />deletions are represented by strikethrough): <br />“9.2 Publicity. Neither party may issue any press release regarding this Agreement without the other party’s <br />prior written consent. Customer may include the Bonterra name and logo in lists of vendors in accordance with <br />Bonterra’s standard guidelines. Customer agrees that Bonterra may identify Customer as a recipient of <br />Bonterra Products and use Customer’s name and logo in sales presentations, marketing materials and press <br />releases, upon prior written approval from Customer.” <br />F. Section 9.7. Governing Law and Venue. Section 9.7 is hereby modified as follows (additions are represented <br />by underline and deletions are represented by strikethrough): <br />“9.7 Governing Law and Venue. This Agreement will be governed by the laws of the State of North Carolina, <br />exclusive of its rules governing choice of law and conflict of laws. In the event of any dispute under this <br />agreement, both parties agree to the exclusive jurisdiction of the courts of the State of North Carolina. This <br />Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of <br />Goods.” <br />G. Section 9.10. Force Majeure. Section 9.10 is hereby modified as follows (additions are represented by <br />underline and deletions are represented by strikethrough): <br />“9.10 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay <br />in the performance of its obligations (excluding payment obligations, provided Bonterra is able to continue <br />providing the Bonterra Products during the force majeure event) due to causes beyond its reasonable control, <br />including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, <br />terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability <br />to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of <br />its business, or any change in or the adoption of any law, regulation, judgment or decree. Either party may <br />terminate this Agreement without penalty if a force majeure event prevents either party from its performance <br />obligations under the terms of this Agreement for a consecutive period of time exceeding ninety (90) or more <br />days.” <br />[Remainder of this page was intentionally left blank] <br />Docusign Envelope ID: 53502A32-2113-4B4F-A111-EFACA6273E66