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other Party in writing of the existence of the event relied on and the cessation or termination of said event of force majeure within five (5) days after its inception and cessation. Each Party shall use commercially reasonable efforts to minimize the duration of any such delay. If an event of force majeure continues for more than ninety (90) days, and if the affected Party cannot (i) resolve the matter within such time period, or (ii) provide the non -affected Party an alternative solution to such matter within the same time period, such alternative solution to be substantially similar in effect to the matter affected by the event of force majeure, the affected Party has the right to terminate this Agreement. 10.3 Amendment. No amendment, change or modification to this Agreement shall be valid or effective except if the same are in writing, signed by a duly authorized representative of the Party to be charged, and adopted with all requisite legal formalities. 10.4 Assi ng ment. Neither Party may assign this Agreement, except to an Affiliate, without the written consent of the other Party. An Affiliate is defined as a legal entity in which one of the Parties owns a controlling share of equity interests, whether such interests are denominated shares, membership interests, or partnership interests, or the Party has authority to appoint a majority of the board of directors or other governing body of the entity. 10.5 Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and is not intended to, and shall not, confer any rights upon any person or entity not a Party to this Agreement. 10.6 Applicable Law; Venue. This Agreement shall be construed and applied in accordance with the laws of the Commonwealth of Virginia without regard to its principles of conflicts of laws. The Parties hereby irrevocably consent to jurisdiction and venue of the Circuit Court or General District Court for the City of Portsmouth, Virginia, or the United States District Court for the Eastern District of Virginia, Norfolk Division, as jurisdiction may lie. 10.7 Survival. Any and all provisions of this Agreement which, by their nature, would reasonably be expected to be complied with or performed after the expiration or termination of this Agreement, including the removal of equipment obligations, shall survive and be enforceable after the expiration or termination of this Agreement. 10.8 Entire Agreement. This Agreement, including any exhibits, contains the full and complete understanding of the Parties with respect to its subject matter and supersedes all prior and contemporaneous communications, understandings and agreements with respect to the subject matter hereof, whether written or oral, express or implied. No other agreement, statement, promise or practice between the Parties relating to this Agreement shall be binding upon the Parties. 10.9 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Facsimile signatures or scanned and emailed signatures shall have the same force and effect as originals. [Signatures on Following Pages] 7