SOFTWARE LICENSE & SERVICES AGREEMENT

This Software License & Services Agreement is by and between Kron Technologies US (“Kron”) and the Customer identified below (“Customer”). Customer and Ironsphere are each hereinafter referred to as a “Party”, and collectively as the “Parties”.

Customer’s use of the Licensed Products and receipt of Support Services and Professional Services, (each as defined herein), are subject to the terms of this Agreement and the Exhibits attached hereto and incorporated by reference (collectively “Agreement”). This Agreement shall be effective only when executed below by both Parties.

Please enter the full legal name of the company seeking access to and use of the Licensed Products and contact information for the individual to be designated as the Customer’s primary point of contact with Ironsphere.

Customer Company Name:

Primary Point of Contact:

First Name: Middle Initial: Last Name:

Title: E-mail Address:

Phone: Fax:

Company Billing Address:

Full Legal Name of Parent Company, if applicable.

By signing below, Customer agrees to be legally bound upon acceptance by Ironsphere as indicated by its signature below, which date shall be the “Effective Date”, by the terms of this Agreement and any agreements accepted by a signed writing or any conduct which consists of an intentional affirmative action indicating assent thereto, including but not limited to the clicking on an “I Accept” button or hypertext link. The signatories below represent and warrant that they are duly authorized to bind the Customer or Ironsphere respectively. This Agreement may be executed in counterparts, each of which will be deemed an original and together will be deemed one instrument, and the parties agree that photocopies, facsimiles and e-signature will be equivalent to original documents.

Kron Technologies US Signature: ______________________________ Print Name: ____________________________ Title: __________________________________ Date: __________________________________ Customer Signature: ___________________________________ Print Name: Title: _______________________________________ Date: _______________________________________

Please PRINT, SIGN and DELIVER an executed copy of this Agreement to: Ironsphere, Inc., Attention: Contract Administrator, 3 Second Street, Suite 201, Jersey City, NJ 07302 or email to your designated Ironsphere contact.

SOFTWARE LICENSE & SERVICES AGREEMENT

1. DEFINITIONS

“Annual Service Charge” means the annual fee to be paid by Customer in consideration for Ironsphere’s provision of Support Services.

“Customization” means any modification, enhancement or improvement made to the Software by or on behalf of Ironsphere through the rendering of Professional Services at the request of Customer.

“Documentation” means materials describing the use and/or functionality of the Software provided pursuant to this Agreement to Customer in any form, such as electronic, print or magnetic media, and includes product user manuals, reference manuals and installation guides.

“Error” means any reproducible failure of the Software to conform in a material respect to its Documentation.

“Error Correction” means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with the Documentation, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity.

“Fees” means collectively any undisputed fees to be paid by Customer in consideration for the License, Support Services and Professional Services.

“Licensed Products” means, collectively, the Software and Documentation.

“Professional Services” means certain professional services provided by Ironsphere to Customer, including without limitation implementation, integration and Customization of Licensed Products to Customer specifications.

“Site Location” means the Customer installation site identified in Exhibit A where the Licensed Products are to be installed for use solely by the Customer in accordance with this Agreement.

“Software” means the Ironsphere Single Connect, Single Command and/or Single Flow software provided by Ironsphere, including Updates, Upgrades and Error Corrections and improvements thereto.

“Support Services” means the technical support services set forth in Section 6 and further described in the Support Services Addendum attached as Exhibit B.

“Support Services Term” means collectively the Support Term and the Renewal Support Term as those terms are defined in Section 10(b).

“Third-Party Software” means any software licensed by Ironsphere or Customer that is developed and/or owned by a person or entity other than Ironsphere.

“Updates” means patches and other Error Corrections to the Software made generally available by Ironsphere to its licensees as part of Support Services and which do not contain increases to functionality, and which do not, in the sole discretion of Ironsphere, constitute Upgrades. An Update typically is identified by a change in a number to the right of the first decimal point in the Software’s version number (e.g., 6.0 to 6.1 or 6.1.1).

“Upgrades” means releases of the Software containing additional functionality, adaptations for new configurations, and/or the incorporation of new third-party software. Upgrades are not included in the Support Services and are available for an additional fee. An Upgrade typically is identified by a change in a number to the left of the first decimal point in the Software’s version number (e.g., 6.0 to 7.0).

2. PURCHASE ORDERS; CHANGE ORDERS

(a) Purchase Orders. Customer purchase orders are only to be used for designating Licensed Products, respective quantity(ies), and requested delivery date(s). All other terms in a Customer purchase order are objected to and are hereby rejected by Ironsphere.

(b) Extended Delivery Dates. Changes to Customer orders that extend delivery dates beyond ninety (90) days from the original order date shall be considered new orders and subject to the prices then in effect at the time Ironsphere receives the changed order.

3. PAYMENT TERMS

(a) Payment. Customer shall pay Ironsphere all undisputed Fees set forth on Exhibit A. Payment of Fees shall be made electronically to an account specified by Ironsphere or by any other method approved in advance by the Parties. All payments shall be made in U.S. dollars. Except as otherwise provided in Exhibit A, Customer shall pay each Ironsphere invoice within thirty (30) days of the date of such invoice. Ironsphere reserves the right to modify the Fees from time to time upon notice to Customer.

(b) Late Charges. If undisputed fees are not not received in full by Ironsphere within thirty (30) days of the date of an applicable invoice or as otherwise provided in Exhibit A, Customer may be subject to acceleration and late payment charges. In the event such late payment charges apply, Ironsphere may charge interest at a rate of one and one-half percent (1 1/2%) per month (eighteen percent (18%) per annum) or the highest lesser rate allowed by

applicable law from the date such fee or charge first became due. Customer shall pay all reasonable fees and legal costs (including attorney’s fees) incurred by Ironsphere in the collection of late payments.

(c) Expenses. Unless otherwise specified in Exhibit A, the Fees for Support Services and Professional Services do not include travel and per diem for network implementation and integration, Customer training, file conversion costs, Third Party Software, consulting services, shipping charges, long distance phone charges or the costs of any additional recommended software, hardware or services. Ironsphere shall provide notice to Customer prior to incurring any such costs and shall, upon request, confirm such costs in writing. Customer agrees to pay such fees and costs, when and as the expenses incurred, as invoiced by Ironsphere.

(d) Taxes. Unless otherwise set forth in Exhibit A, Fees are exclusive of, and Customer is responsible for, all sales and other taxes, duties, levies or fees associated with the purchase order, including any withholding of income tax or of other taxes of any nature.

(e) Annual Service Charges. Customer shall remain current on all payment of Annual Service Charges. Where Customer allows the Support Services Term to lapse and fails to make payment of all or a portion of the applicable Annual Service Charge(s) and thereafter desires to reinstate Support Services, Customer shall pay all Annual Service Charges that have accrued up to the date of renewal prior to reinstatement of Support Services.

4. LICENSE GRANT. Subject to Customer’s compliance with the terms of this Agreement, Ironsphere grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license during the License Term to use the Licensed Products solely for internal business purposes in accordance with the Documentation and subject to the terms and restrictions set forth in this Agreement and Exhibit A (“License”). Customer’s access to and use of the Licensed Products via the Customer Portal is subject to Ironsphere’s website Terms of Use. All other use is strictly prohibited.

5. OWNERSHIP; USE RESTRICTIONS

(a) Ownership. The Licensed Products are licensed, not sold to Customer. As between the parties, Ironsphere retains all right, title and interest in and to the Licensed Products, including, without limitation, all copyrights, trade secrets, patents, trademarks and other intellectual property inherent therein or appurtenant thereto. All rights in the Licensed Products not expressly granted to Customer in this Agreement are hereby reserved by Ironsphere. Ironsphere may incorporate Customer feedback and suggestions (“Customer Feedback”) into the Licensed Products without any further financial obligation to Customer. To the extent Customer Feedback is incorporated into the Licensed Products, Customer hereby does and will assign to Ironsphere all right, title and interest, if any, which Customer may have in and to the Customer Feedback. Customer shall not assert any rights over any Licensed Products.

(b) License Restrictions. Customer may use the Licensed Products only as expressly permitted in this Agreement and Exhibit A and shall comply with any applicable technical limitations in the Software that restrict Customer use in certain ways. Customer may not, with respect to the Licensed Products: (i) work around or attempt to work around any technical limitations in the Licensed Products or use or attempt to use the Licensed Products without prior written approval from Ironsphere; (ii) modify, adapt, merge, translate, convert to another programming language, reverse engineer, re-engineer, decompile or disassemble the Licensed Products, create derivative works based on the whole or any part of the Licensed Products, and shall not permit any third party do so; (iii) use, or permit the Licensed Products to be used, for any purpose other than as expressly permitted by this Agreement; (iv) publish, reproduce, distribute or deal in the Licensed Products or any part thereof, or allow any third party to publish, reproduce, distribute or deal in the Licensed Products or any part thereof, in any way, except as expressly permitted by this Agreement; (v) use the Licensed Products in any way that is against the law; or (vi) sell or resell, rent, timeshare, lease, lend, sub-license, modify, assign, convey, disclose or transfer the Licensed Products or any rights with respect thereto to any third party or use the Licensed Products to perform services for the benefit of third parties. Furthermore, Customer agrees to (i) comply with all applicable laws regarding use of the Licensed Products, including without limitation all applicable privacy and export controls laws and regulations; and (ii) not to use the Licensed Products in any way that disrupts or causes harm to Ironsphere’s computers, systems or infrastructure, other parties, or is in violation of any applicable laws. Ironsphere reserves the right to suspend and/or terminate the License and this Agreement immediately for cause and without penalty in the event that Customer materially breaches the provisions of this Section.

(c) Customer Portal Credentials. Customer is solely responsible for all activities that occur under Customer’s use and access of the Customer Portal and for maintaining the security and confidentiality of all user credentials (e.g. user names and passwords) to access the Customer Portal. In the event that Customer is unable to locate its user credentials, Customer may contact Ironsphere at the email provided in Exhibit B to request Ironsphere reset the user credentials.

6. SUPPORT SERVICES. During the Support Services Term and subject to Customer’s payment of the Annual Service Charge and any arears that may be due or payable pursuant to Section 3(e), Ironsphere will provide the following Support Services:

(a) Error Correction. For verifiable and reproducible Errors reported to Ironsphere in accordance with its standard reporting procedures, Ironsphere shall use reasonable efforts to provide Error Corrections. Error Corrections may be provided in the form of a “temporary fix,” consisting of sufficient programming and operating instructions to implement the Error Correction.

Ironsphere is not responsible for correction of errors which cannot be verified or reproduced.

(b) Telephone Consultation. Ironsphere shall provide telephone consultation to Customer personnel or Customer’s authorized representatives in accordance with the Support Services plan elected by the Customer in Exhibit A to permit Customer to report problems and seek assistance in use of the Licensed Products.

(c) Updates. Ironsphere may, from time to time, issue Updates to the Software. In such event, and provided Customer is currently enrolled in Support Services, Ironsphere shall provide Customer with each Update and one copy of any applicable Documentation and shall provide reasonable assistance to help Customer install and operate Updates. Updates are cumulative and each Update is useful only if Customer has obtained and installed all prior applicable Updates. Therefore, Ironsphere’s obligation to provide Support Services shall cease in the event Customer fails to promptly deploy Updates supplied by Ironsphere and Customer shall not be entitled to a refund of the Annual Service Charge. Certain Updates may not be compatible with Customizations: Ironsphere may charge an additional fee to Customer for Professional Services necessary to achieve compatibility of an Update with a Customization.

(d) Additional Services. Ironsphere may provide additional Support Services, as mutually agreed in writing upon Customer’s request and subject to Customer’s payment of Ironsphere’s then-standard hourly rates.

(e) Exceptions. The following are not included in the Support Services: (a) any problem resulting from the misuse, improper use, alteration, or damage of the Software by Customer, use of the Software without following Minimum System Requirements, use of the Software by any third-party not authorized by Ironsphere; (b) any problem caused by any modifications in any version of the Software not made or authorized by Ironsphere; (c) any problem resulting from programming other than the Software, including, without limitation, any Third-Party Software; (d) any problem resulting from the combination of the Software or any other software or hardware not provided by Ironsphere where the function of such other software or hardware is beyond the control of Ironsphere (notification of hardware or software under Section 6(e) above shall not act to cancel the exception set forth herein); (e) Errors in any version of the Software that does not include the most recent Update, when such errors are caused by Customer’s failure to install, or allow Ironsphere to install, Error Corrections and/or Updates, or (f) Customizations. Customer will be responsible for the payment of Ironsphere’s then current hourly rate and reasonable expenses in connection with the provision of products and/or services not covered by the Support Services provided hereunder by Ironsphere.

7. PROFESSIONAL SERVICES. Ironsphere may provide certain Professional Services to Customer from time to time, including without limitation the provision of Customizations, pursuant to the Parties executing a Professional Services Addendum (“PSA”). The PSA shall set forth in writing all specifications, deliverables, payments terms and schedules, acceptance criteria and any other specific terms and conditions that might apply to the PSA thereunder.

8. CUSTOMER COOPERATION. Customer agrees to cooperate with Ironsphere to fulfill the terms of this Agreement, including without limitation:

(a) To notify Ironsphere promptly following the discovery of any Error. Further, upon discovery of an Error or malfunction, if requested by Ironsphere, to submit to Ironsphere such information as needed (in the case of Software, such may include a listing of output) and any other data that Ironsphere may reasonably require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered.

(b) To install or cause to have installed, if requested by Ironsphere, a network connection that will be made available to Ironsphere for the purpose of resolving problems, reviewing Customer use of Software, implementing Error Corrections and Updates, or for any other reasonable access.

(c) To notify Ironsphere of any additional hardware or software not purchased from Ironsphere that may be used in any manner whatsoever in conjunction with the Licensed Products. Notification does not, however, constitute acceptance or approval by Ironsphere of such additional hardware or software.

(d) To comply with all obligations and requirements set forth in an applicable PSA.

9. CONFIDENTIALITY.

(a) Confidential Information. Each party agrees to hold the Confidential Information, as defined herein, of the other party in strict confidence and to protect it from disclosure with the same degree of care that it uses to protect its own confidential information of like importance. The party receiving Confidential Information (“Receiving Party”) shall use the Confidential Information of the party disclosing Confidential Information (“Disclosing Party”) only as necessary to perform its duties and satisfy its obligations hereunder and shall limit the disclosure of the Confidential Information to employees who have a reasonable need to know, who are under a duty of confidentiality no less restrictive than the obligations set forth herein and have executed a non-disclosure agreement with the receiving party. “Confidential Information” includes without limitation Ironsphere Software, Documentation, all Customer data, Support materials and documentation, information, materials or intellectual property related thereto developed, generated, created, conceived of or designed by Ironsphere or its agents or contractors, including without limitation, software code (in source code and object code form), technology, inventions, algorithms, methodologies, designs, specifications, documentation, know-how, ideas, formulas, compositions, and business, technical and financial information, and any and all improvements thereon, which may come into the

possession of Customer, by whatever means. Customer recognizes and agrees that there is no adequate remedy at law for a breach of this Section, that such a breach would irreparably harm Ironsphere and that Ironsphere is entitled to equitable relief (including, without limitation, injunctions, and without the posting of a bond) with respect to any such breach or potential breach in addition to any other remedies.

(b) Exceptions. The confidentiality obligations under this Section shall not apply with respect to information that (i) was rightfully in possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; or (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality. In no case shall Confidential Information be divulged to any third party not subject to this Agreement, except as may be agreed in writing by the disclosing party or as required by law. In the event that such disclosure is required by legal process, the receiving party shall promptly notify the disclosing party of such requirement in advance of disclosure, and agrees to (a) cooperate with the disclosing party at the disclosing party’s expense to obviate or limit such disclosure, and (b) use its best efforts to ensure that such disclosure only be made as an “attorneys’ eyes only” disclosure under a properly executed protective order in the relevant venue.

10. TERM; TERMINATION

(a) License Term. The term of the License is perpetual unless terminated by Ironsphere for a material breach of this Agreement (“License Term”).

(b) Support Services Term. In consideration for payment of the Fees outlined in this Agreement, the Support Services shall commence as of Customer’s receipt of the respective Licensed Products and shall continue for a period of one year thereafter (“Service Term”).

(c) Termination for Breach. Either party may terminate this Agreement due to a material breach by the other party, which includes Customer’s failure to pay any Fees due under this Agreement. The non-breaching party must provide written notice and a description of the alleged breach and if the breach can be corrected, the non-breaching party must allow the other party thirty (30) days to cure. This Agreement will terminate at the conclusion of the cure period unless the breaching party has corrected its breach. Termination of the Agreement by the non-breaching party shall be in addition to any other legal or equitable right or remedy available to it subject to the limitations set forth in this Agreement.

(d) Termination for other than breach. Either party may immediately terminate this Agreement, upon written notice to the other party, in the following circumstances: (i) a party makes an assignment for the benefit of creditors or files a voluntary petition in bankruptcy, or an involuntary petition is filed against a party and is not dismissed within sixty (60) days of its filing date; (ii) a receiver is appointed for a party; (iii) a party admits in writing to its inability to meet its debts as they become due; (iv) a party ceases to conduct business; or (v) a party is adjudged bankrupt or insolvent under the laws of any jurisdiction. Ironsphere may terminate this Agreement upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) affecting Customer.

(e) Conduct Upon Termination. Upon termination of the Agreement for whatever reason, Customer shall immediately (i) pay all Fees due to Ironsphere; (ii) cease all access to and use of the Licensed Products; (iii) de-install all Software and return or destroy, at Ironsphere’s direction, all Ironsphere Confidential Information. Professional Services and Support Services will automatically terminate simultaneously with the termination or expiration of the License.

11. IRONSPHERE WARRANTIES

(a) Generally. Ironsphere warrants that (i) it has the authority to enter into this Agreement; and (ii) it has the right to grant the License under this Agreement.

(b) Software Warranty. Subject to Section 6(e) and Customer’s compliance with the terms of this Agreement, including without limitation adherence to Ironsphere’s system requirements as set forth in the Documentation (“Minimum System Requirements”) Ironsphere warrants that the Software (exclusive of any Third-Party Software) will conform in all material respects with the Documentation during the Service Term for the first thirty (30) days of the License Term and for the duration of any applicable Service Term or Renewal Service Term. This limited warranty applies only on the condition that (i) Customer notifies Ironsphere in writing of a material non-conformity in the Software during such period; (ii) all Fees are paid in full; and (iii) Customer has a valid license for such Software. Customer’s sole and exclusive remedy for breach of this warranty will be for Ironsphere to use commercially reasonable efforts to provide Error Correction in accordance with the terms of this Agreement.

(c) Limited Support Services Warranty. Ironsphere warrants that the Support Services will be performed in a professional and workmanlike manner. Customer’s sole and exclusive remedy for breach of this limited warranty will be for Ironsphere to re-perform the Support Services in question.

(d) Open Source Software. The Software contains open source software components (“Open Source Software Components”) which are subject to the license agreements referenced herein in Exhibit C and to the limited warranties and limitation of liability provisions thereof. Each Open Source Software Component is the sole property of its respective owner as indicated in the applicable license, installation, readme and/or help files for such Open Source Software Components as published by such owner. Ironsphere

makes no representations or warranties with regard to the Open Source Software Components.

(e) DISCLAIMER. TO THE EXTENT ALLOWED BY APPLICABLE LAW AND UNLESS OTHERWISE EXPRESSLY SET FORTH IN SECTION 11, IRONSPHERE HEREBY DISCLAIMS AND CUSTOMER WAIVES ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), WITH RESPECT TO THE LICENSED PRODUCTS, PROFESSIONAL SERVICES AND SUPPORT SERVICES INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, ACCURACY, OR SYSTEM INTEGRATION, OR ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR (B) USAGE IN THE INDUSTRY. FURTHERMORE, EXCEPT AS SET FORTH IN THIS SECTION 11, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND IRONSPHERE MAKES NO WARRANTY OR REPRESENTATION THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, THAT THE SOFTWARE IS NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION, OR THE SOFTWARE SHALL BE COMPATIBLE WITH ANY PARTICULAR PLATFORM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IRONSPHERE OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR RESELLERS SHALL CREATE ANY WARRANTY IN ADDITION TO THOSE GIVEN HEREIN. IF ANY EXCLUSION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ONLY THOSE INVALID EXCLUSIONS SHALL BE STRICKEN AND ALL OTHERS WILL REMAIN IN FULL FORCE AND EFFECT.

12. CUSTOMER WARRANTIES. Customer hereby represents and warrants that (i) it is authorized to enter into this Agreement ; (ii) it is not under any obligation to a third party, contractual or otherwise, which would inhibit or prevent Customer from entering into this Agreement or Ironsphere in the performance of its obligations hereunder; (iii) Customer’s use of the Licensed Products will at all times comply with the terms of this Agreement as well as with all applicable laws and regulations, including without limitation privacy and export laws and regulations.

Ironsphere Warranties: Ironsphere hereby represents and warrants that (i) it is authorized to enter into this Agreement (ii) will be performed to the best of Ironshpere’s ability and in an effective, timely, professional and workmanlike manner in accordance with applicable industry standards and practices; (iii) will be performed in accordance with any specifications and documentation set forth in this agreement or later instructions; (iv) will comply, including the utilization thereof as contemplated hereunder, with all applicable laws, rules, regulations, orders of any governmental (including any regulatory or quasi-regulatory) agency, and will not violate or contravene the terms of any contracts between Ironsphere and third parties; (v) Ironsphere will, and will cause its subcontractors to, during the term of this Agreement, at their sole cost and expense, obtain and maintain in full force and effect a General, E&O and Cyber insurance in the amount of $5,000,000.

13. INDEMNITIES

(a) By Customer. Customer shall indemnify, defend and hold harmless Ironsphere from and against any losses, costs or damages resulting from or in connection with (i) Customer’s breach of the terms of this Agreement, including without limitation its warranties and representations; and/or (ii) any claims filed by third parties alleging patent, copyright, trade secret or trademark infringement resulting from or in connection with Customer’s use of the Licensed Products in violation of the terms of this Agreement, provided that Ironsphere gives Customer prompt written notice of any such claim. This indemnification shall not apply to infringement actions or claims if such actions or claims are based solely on the use of the Licensed Products as specified in the Documentation and in the form provided by Ironsphere.

(b) By Ironsphere. Ironsphere shall indemnify, defend and hold harmless Customer from and against any losses, costs or damages arising from any claims filed by third parties against Customer resulting from Ironsphere’s breach of of the terms of this agreement, including without limitation its warranties and representations; and/or alleging that the Licensed Products, as provided to Customer, infringes a U.S. patent, trademark, trade secret or copyright, provided that Ironsphere is notified promptly, in writing, of such claim and is given full and complete authority (including settlement authority) information and assistance by Customer for such defense. Customer agrees to promptly notify Ironsphere of any unauthorized or potentially infringing use of any of the Licensed Products and will provide all reasonable assistance, cooperation and information as may be reasonably requested by Ironsphere. Customer shall not settle any claim without the prior written consent of Ironsphere.

(c) Remedies. In the event the Licensed Products or components thereof are found to infringe a third party right and use of the Licensed Product is enjoined, or if, in the opinion of Ironsphere, the Licensed Products are likely to become the subject of such a claim, Ironsphere, at its election and expense, will either (i) procure for Customer the right to continue using the Licensed Product as applicable; or (ii) modify or replace the Licensed Product so that it becomes non-infringing while providing substantially equivalent performance. If, in Ironsphere’s sole discretion, neither of the foregoing options are available, Ironsphere may terminate this Agreement and refund amounts Customer paid Ironsphere during the License Term.

14. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND INCLUDING DAMAGES, WHETHER

DIRECT OR INDIRECT, FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR REPUTATION, OR LOST OR DAMAGED DATA EVEN IF THE OTHER PARTYE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES. THE CUMULATIVE LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING SOLELY TO THIS AGREEMENT OR THE LICENSED PRODUCTS, PROFESSIONAL SERVICES OR SUPPORT SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID OR PAYABLE TO IRONSPHERE WITHIN THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE. THE LIMITED WARRANTY, LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.

15. GENERAL TERMS.

(a) Records; Audit. Ironsphere may audit Customer’s use of the Licensed Products. Customer shall maintain a complete, clear and accurate record of its performance of its obligations and exercise of its rights under this Agreement. Ironsphere shall have the right, either itself or through a representative, to audit all the relevant records of Customer to ensure compliance with the terms of this Agreement. On Ironsphere’s written request Customer shall furnish Ironsphere with a signed certification (a) verifying that the Licensed Products are being used pursuant to the provisions of this Agreement, including any restrictions and/or limitations; and (b) listing the locations, number of users, CPU cores, devices and total processed traffic. If an audit reveals that Customer has underpaid Fees to Ironsphere, Customer shall be invoiced for such underpaid fees based on the price list in effect at the time the audit is completed.

(b) Customer and/or its authorized representatives (including Customer’s regulators and auditors) may on three (3) days’ prior written notice, conduct audits or other due diligence reviews of Ironsphere, its facilities, systems and records with respect to the Services in this Agreement.

(c)

(b) Assignment. NEITHER PARTY MAY assign, delegate or transfer this Agreement, in whole or in part, or any of its rights or duties hereunder, including by merger (regardless of whether Customer is the surviving entity) or acquisition, without the prior written consent of the other Party. Any attempted assignment in violation of this Agreement is void.

(c) Governing Law; Venue. This Agreement shall be governed by the laws of the state of Georgia, without regard to conflicts of laws rules. Any claim, dispute, or controversy between Customer and Ironsphere arising from or relating to this Agreement shall be resolved exclusively in the federal or state courts located in the State of Fulton County, Georgia, and Customer hereby submits to the jurisdiction of such courts for such purposes.

(d) Export. The Parties acknowledge and agree that the Licensed Products may be subject to U.S. export controls, including, but not limited to, the International Traffic in Arms Regulations, 22 CFR §§ 120-130 (“ITAR”), the Export Administration Regulations, 15 CFR §§ 730-799 (“EAR”) and the trade and economic sanctions programs administered by the Treasury Department’s Office of Foreign Assets Control, 31 CFR §§ 500-599 (“OFAC”). These regulations include restrictions on destinations, end users and end use. Customer shall comply with these regulations at all times. Specifically, Customer shall not disclose, transfer, retransfer, release, sell or otherwise export or reexport, directly or indirectly, any of the Licensed Products to any foreign person, whether in the United States or abroad, without first obtaining: (i) the express written permission of Ironsphere; and (ii) any and all necessary U.S. Government licenses, authorizations or other approvals. Customer shall indemnify and hold harmless Ironsphere and its officers, directors, employees and shareholders from and against any and all claims, causes of actions, actions, damages, judgments and other liabilities arising from or in connection with the Customer’s failure to comply with this Section 15(d).

(e) Government Use. If the Software and Documentation is acquired by the U.S. Government or on its behalf, the Software is furnished with "RESTRICTED RIGHTS," as defined in Federal Acquisition Regulation ("FAR") 52.227-19(c)(2), and DFAR 252.227-7013 to 7019, as applicable. Use, duplication or disclosure of the Software and Documentation by the U.S. Government and parties acting on its behalf is governed by and subject to the restrictions set forth in FAR 52.227-19(c)(1) and (2) or DFAR 252.227-7013 to 7019, as applicable.

(f) Modifications; Waivers. This Agreement may not be modified except in writing and signed by authorized representatives of both Parties. A waiver by either Party of its rights hereunder shall not be binding unless contained in writing and signed by an authorized representative of the Party waiving its rights. The non-enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions, unless expressly so agreed in writing by both Parties. It is agreed that no use of trade or other regular practice or method of dealing between the Parties shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.

(g) Notices. All notices required to be given hereunder shall be in writing and shall be delivered either (i) personally, or (ii) by U.S. mail, certified, return receipt requested, postage prepaid. Notices delivered personally shall be effective upon delivery. Notices delivered by mail shall be effective upon receipt or refusal by the party to whom they are addressed. If to Ironsphere: Contract

Administrator, Ironsphere, Inc., 3 Second Street, Suite 201, Jersey City, NJ 07302, with a copy to: Louis Lombardo, Esq., Meister Seelig & Fein LLP, 125 Park Avenue, 7th Floor, New York, NY 10017, USA, Fax: 646.930.4710. If to Customer, to Customer’s place of business as indicated on p. 1 of this Agreement.

(h) Enforceability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable for any reason, such provision shall be stricken from this Agreement, and the remainder of this Agreement shall remain in full force and effect.

(i) Survival. The first page and the following Sections of this Agreement shall survive the termination or expiration of this Agreement: 1, 2(a), 5, 9, 10(e), 11, 12, 13, 14 and 15.

(j) Headings. The section headings used herein are for convenience or reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.

(k) Force Majeure. Nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, war, terrorism, governmental acts or orders or restrictions, failure of suppliers, utility outages or shortages or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing Party.

(l) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(m) Entire Agreement. This Agreement and the Exhibits attached hereto are the entire agreement between the Parties, and when executed by the Parties hereto, supersedes all prior agreements, understandings and communications, either verbal or in writing, among the Parties hereto with respect to the subject matter contained herein; provided that any non-disclosure agreement, if any, previously executed by the Parties, remains in full force and effect. In the event of any conflict between such non-disclosure agreement and this Agreement, this Agreement shall control. Furthermore, in the event of any conflict between this Agreement and the Exhibits, this Agreement shall control unless specifically stated otherwise in the applicable Exhibit.

[END DOCUMENT]

EXHIBIT A

FEE SCHEDULE

Below you will find the detailed fees associated with the initial order for service which includes all fees associated with the modules selected by Customer. All subsequent orders for service will require additional fees and corresponding documentation.

1. INSTALLATION & IMPLEMENTATION SERVICES

2. LICENSED PRODUCTS & ANNUAL SUPPORT

3. TERMS.

(a) Term Length. This Agreement will continue for ______ year(s) from the execution date (as outlined in Section 10 of the Agreement).

(b) Payment Terms. Customer will be invoiced _____________ upon execution of this Agreement. First year Annual Support & Maintenance is included in the initial payment. If Service is continued, Customer will be invoiced _______________ on an annual basis beginning on year 2 of the Agreement. Standard Payment Terms apply promptly upon acceptance, as stated in Section 3 of this Agreement.