Force Majeure. Neither party shall be liable or deemed to be in default for any delay, interruption, or failure in performance under this Agreement resulting from the following events: acts of God, acts of civil or military authority; acts of the public enemy; war; accidents, fires, explosions, power surges, earthquakes, floods, or unusually severe weather; strikes or labor disputes; delays in transportation or delivery outside the reasonable control of the affected party; epidemics; and any similar event beyond the affected party's reasonable control ("Force Majeure Event"), but only to the extent the work of the party to be performed is affected by said Force Majeure Event.

The Parties agree and acknowledge that if a Party (the “Defaulting Party”) violates any provision under this Agreement or fails or delays to perform any obligation under this Agreement, it constitutes a default under this Agreement (a “Default”) and any of other non-defaulting Parties (the “Non-defaulting Parties”) has the right to require the Defaulting Party to make rectifications or adopt remedial measures within a reasonable period. If the Defaulting Party fails to make rectifications or adopt remedial measures within the reasonable period or ten (10) days after the other Party issues a written notice to the Defaulting Party requesting to make rectifications, then

Termination for Insolvency/Prolonged Delay. If Seller ceases to conduct its operations in the normal course of business or fails to meet its obligations as they mature or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, a receiver for Seller is appointed or applied for, an assignment for the benefit of creditors is made or an excused delay (or the aggregate time of multiple excused delays) lasts more than sixty (60) days, Buyer may immediately terminate this Order without liability, except for goods or services completed, delivered and accepted within a reasonable period after termination (which will be paid for at the Order price).

Any payment or proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If the payments or proceeds are paid to the Participant in U.S. dollars, the Participant will be required to set up a U.S. dollar bank account in the PRC so that the payments or proceeds may be deposited into this account. If the payments or proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the payments or proceeds to local currency due to exchange control restrictions.

The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement, does not amount to a waiver of any obligation of, or breach of obligation by, another party. A waiver by a party is only effective if it is in writing. A written waiver by a party is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

Delays to comply with Securities and other Laws. Payment may be delayed as the Company or the Committee may determine to be necessary or advisable in order to comply with Federal securities or other applicable laws or as otherwise authorized by applicable Regulations, including Treas. Reg.§ 1.409A-2(b)(7). The balance credited to each of the Participant’s Accounts shall continue to be adjusted pursuant to [Section 4.3] during the period of any delay in payment under this [Section 5.9], including any delay during the period where the Company or the Committee is determining whether such a delay is necessary or appropriate, up to the last day of the month immediately preceding the date of payment.

Notwithstanding the other terms of this Section 3.3, if any Committed Run Resources cannot be used by Evelo due to matters outside of Evelo’s control (e.g., relating to contamination of Committed Run Resources or other Biose operational issues or decisions), then Evelo shall not be obligated to pay Biose for any Committed Run Resources that cannot be used for Evelo due to such unavailability. For clarity, if any Committed Run Resources are available for use by Evelo, and Evelo elects not to use such Committed Run Resources for reasons unrelated to Biose’s abililty to perform (e.g., delays in clinical trial progress), then the terms of this Section 3.3(e) shall not apply.

Tenant shall pay to Landlord an amount equal to two percent (2%) of the cost to Tenant of all Alterations to cover Landlord’s overhead and expenses for plan review, engineering review, coordination, scheduling and supervision thereof or obtaining any required Lender consent. For purposes of payment of such sum, Tenant shall submit to Landlord copies of all bills, invoices and statements covering the costs of such charges, accompanied by payment to Landlord of the fee set forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant or its contractors, or by reason of delays arising from such faulty work, or by reason of inadequate clean-up.

This non-binding Letter of Intent shall expire on March 31, 2021 or until the parties enter into the Definitive Agreement, whichever occurs first, with an outside anticipated closing date of the transaction no later than thirty (30) days from the date the Definitive Agreement is executed by all parties or such other date for closing as is set forth in said Agreement. Upon written request to BitCentro, GMPW shall be entitled to a 14-day extension of the expiration date of this Letter of Intent should any extension be necessary due to delays in completing the due diligence review pursuant to Section 5 below or in satisfying any of the conditions precedent in Section 4.

Amount of ​’s Contribution. ​ shall pay, as ​’s contribution to the payment of the ​ Improvement Costs (“​’s Contribution”), the sum of # the amount of the ​ Improvement Costs in excess of the ​ Improvement Allowance up to, but not to exceed, the Final TI Cost Budget (subject to any adjustment to the Final TI Cost Budget to account for the cost of Changes to the ​ Improvements approved by ​ and ​ as provided for in [Section 2.7(c)] above,) plus # any increases in ​ Improvement Costs resulting from ​ Delays plus # any amount payable by ​ pursuant to [Section 2.8(d)] above. In addition to the ​ Improvement Allowance, ​ shall be responsible for any ​ Improvement Costs, if any, in excess of ​’s Contribution.