Software (Senju Family・mPLAT Suite) License and Maintenance Agreement The applicant (hereinafter referred to as the “Customer”)applies under the terms and conditions stipulated herein to Nomura Research Institute, Ltd. (hereinafter referredto as “NRI”) to licenseand maintain the Software. This Software (Senju Family) License and Maintenance Agreement (hereinafter referred toas this “Agreement”) will take effect upon the Customer’s application to license and maintain the Software based on NRI’sPrescribed Software (Senju Family) Agreement Application Form (hereinafter referred to as the “Application Form”),and NRI’s issuance of NRI’s Prescribed Software (Senju Family) AgreementApplication Receipt issued in response to that application (hereinafter referred to as the “Application Receipt”). Article 1(Definitions) The following terms used in thisAgreement have the meanings ascribed in each of the subparagraphs below,respectively. 1.Senju Family・mPLAT Suite “Senju Family・ mPLAT Suite” means, collectively, Senju Operation Conductor, Senju Enterprise Navigator, Senju Service Manager, Senju, eXsenju, e-Senju, Smart Enterprise Navigator, Contact Cafe SP, Senju Assessment Reporter, Senju Children, Senju Operation Conductor JobScheduler Edition, Senju Operation Conductor Configuration Edition, mPLAT suite, mPLAT Multi-Cloud Conductor, mPLAT Performance Visualizer, and mPLAT Service Manager software 2.Software “Software” means the “Senju Family” program object code (excluding the source code) of “Senju Family” that is specified in an applicable licensecertificate issued by NRI, therecording media that contains the software, and the installation guide, user guide, and related documentation provided by NRI to the Customer regarding the software. If multiple versions of the Software are stated in the license certificate, all the provisions of this Agreementwill apply to each and every version ofthe Software stated therein. 3.Designated Hardware“Designated Hardware”means the computersand accessories that is requiredto use the Software and the Customer sets up at its responsibility within thescope of the types, number and other conditions of such equipment set forthin this Agreement and the license certificate. 4.Installation and Number of Installations “Installation” of the Software means the copying of the Software on acomputer,etc.and setting the Softwareup so that it can be operated or used. “Number of Installations” means the total number of times that the installed Software is copied. Provided, however, that if each individual copy can be run as set forth below, then the “Number of Installations” means the sum total of the numbers set forth in (1)and (2). (1) In the case the copy is shared among many computers, etc., the total number of computers, etc. that share the copy. (2) If it is possible to operate and start multiple copies of the Software simultaneously on a single computer, etc. fromsuch copy,the maximumnumber of computers,etc.on which simultaneous operation is possible. 5.Operation and Use “Operate” or “Operation” of the Software means running the Software on computers or peripherals as software, including using the Software to enter oredit information,send,store,display,project,orprint onpaperinformation using computers and accessories, and to record such information to or readsuch information from recording media. “Use” means to use the Software’s functions and performance forcustomers’specific purposes byOperating the Software. 6.Designated Systems“Designated Systems” means the symbol or number stated as the“Designated System” in the Software license certificate, and all Software “belongs” to such Designated System. Except when excluded pursuant to Article 2.3 of this Agreement, any Software shall belong to at least oneDesignated System, and cannot belong to two or more Designated Systems. Article 2 (License) 1.Terms of General Use NRI licenses the Software to the Customer under the terms set forth in the followingsubparagraphs during the valid termset forth in Article 12. (1)Target Operations The Softwaremaybe Used atthe Customer’s officesolely for the purpose of (1)the Customer’soperationsand data processing (hereinafter referredto as the “Ordinary Operations” of the Customer below), and (2) thedevelopment and testing of systems as required to carry out the OrdinaryOperations, as well as maintaining and managing those systems(hereinafter referred to as the “Development Operations” ofthe Customer below). Provided, however, that the Ordinary Operations or theDevelopment Operations of Customer affiliates (an “affiliate” means a companythat falls under either(1) the Customer’s parent company, (2) asubsidiary of the Customer, or (3) a subsidiary of the Customer’s parentcompanyas provided under the Securities and Exchange Act and the Act on Special Measures forthe Commercial Code)maybe considered a partof the Customer’s Ordinary Operations or Development Operations, respectively, and the Software may be used within the scope of such purpose. (2)OutsourcingIf the Customer outsources its Ordinary Operations or Development Operations set forth in the preceding subparagraph to a third party (suchthird parties are hereinafter referred to as the “Contractors” below), theContractors mayUse the Softwareduring the outsourcingtermand solely for the purpose of the operations outsourced by the Customer.Furthermore,Contractors shall abide all limitations and restrictions of the Customerset forth in this Agreement,and if aContractorbreaches anyofthe limitations and restrictions, the Customershall be liable for the breach. NRI bears no obligation whatsoever to comply with a request, etc. made byaContractor. (3)Compliance with LicenseThe Customer shall Use the Software on the Designated Hardware setforth in the license certificate. Provided, however, that if any conditionshave been set in terms of the machine type, number of units, number of CPUs, operating system, or other details regarding the Designated Hardware, the Software may be Used to the extent and in a state thatalways satisfied those conditions. (4)Restrictions on Number of Installations The Customermay performone Installation perSoftwarelicense as statedin the license certificate. In addition,the Customermay uninstall Software that has already been Installed at its option and reinstall it again later. (5)Restrictions on Designated SystemsThe Customer may Use multiple copies of the Software that belong to asingle Designated System by connecting or combining them together,however copies of the Software that belong to different Designated Systems may not be used in this manner. If the Customer intends tochange the Designated System to which the Software belongs, theCustomer must complete NRI’s prescribed procedures. (6)BackupsThe Customer may make copies of the Software strictly for backup purposes only. Provided, however, that only one copy may be made per recording medium. Unless otherwise provided, the Customer may not copy Software that is Installed. The Customer may not copy documentsor other materials that have been provided in a hard copy format for any reason. (7)Derivative SoftwareThe Customer may Use the Software in combination with other softwareproducts. Provided, however, that the Customer shall abide the terms underthis Agreement regarding the Use oranyotheractivityof Software that has been included in a derivative software through the combination.In addition, the Customer shall carry out the combined Use of the Software at its responsibility, and NRI bears no liability whatsoever regarding Softwarethat isbeing Used in combination orsoftware derivingfromthe combination. 2.General Prohibitions The Customer may not perform the acts set forth in the following subparagraphs without obtaining NRI’sprior written consent. (1) Install, Operate, or Use the Software by a method or for a purpose that is not set forth in this Agreement; (2) Loan, assign, lease, or rent the Software to a third party, sublicense theOperation or Use of the Software to a third party, or Operate or Use the Software jointly with a third party; (3) Modify, reverse engineer, reverse assemble, or reverse compile theSoftware; (4) Use the name of the Software as the name of a good or service of theCustomer or a third party; (5) Exhibit the Software; or (6) Disclose the functions and performance of the Software. 3.Specific License TermsThe Softwaremaybe individuallysubject to specific license terms.If specific license terms are stipulated in the license certificate, the stipulated licenseterms shall apply in addition to the terms set forth in this Agreement. Provided,however,that if such licensetermsconflict with the terms set forthin this Agreement, those license termsshall supersede and apply.In addition, if the Customer wishes to change the specified license terms regarding the Software or the term, volume, or other details that pertain thereto, theCustomer shall complete NRI’sprescribed procedures. Article 3(Third Party Software) 1.In some cases, the Software may include software licensed by a third party (the “Third Party Software”), and the Customer’s Use of the Third PartySoftware shall bind the Customer under the license terms attached to that Third Party Software. In addition, NRI shall provide the Customer with Software maintenance services. In that case, the terms of the maintenance service and the service level provided by NRI to the Customer shall be the same as those provided to NRIby the Softwaresupplier. 2.If the license or maintenance terms of the Third Party Softwareconflict with the terms of this Agreement, the license or maintenance terms of the ThirdParty Softwareshall supersede. Article 4 (Set Up and Inspection) 1.The Customershall set up the Designated Hardware and install the Software on the Designated Hardware at its expense and responsibility. 2.Within three months fromtheday that it receives the Software, the Customershall run the Software in the Use environment described in the documentation for the Software provided by NRI and inspect the Softwareforanymagnetic loss,omission, disorder,orotherphysical defect as well asany inconsistencies with the functions stated in the user manual prepared by NRI (hereinafter, collectively, the “Defects”). 3.If a Defect attributable toNRIis discoveredin the Softwarein the inspection conducted bythe Customer, NRIshall, at NRI’s option, replace the defectiveSoftware with Defect-free Software, or it shall repair the Defect within aperiod established by NRI. Provided, however, that NRI does not guarantee that it can repair all Defects. 4.NRI bears no liability other than the liability stated in this article as awarranty against defect regarding the Software. Article 5 (Maintenance Service) 1.NRI shall provide maintenance service (hereinafter referred to as the“Maintenance Service”) regarding the Software during the valid term of this Agreement. The scope of the Maintenance Service is set forth in thefollowingsubparagraphs. (1) Advice regarding how to run the Software; (2) In the case that an error occurs, such as a function stated in the UserManual or the Installation Manual is not showing, and you report thaterror, reasonable support will be provided to identify and resolve the error; (3) Provide arevised version ofthe Software in the case thatan existing errorhas been corrected; and (4) Provide updated versions of the Software. 2.The Maintenance Service provision period is as statedin the Application Form and the Application Receipt.3.The Customer shall submit all inquiries,requests, and Softwareerrorreports, etc.regarding the Software bytelephone orbyemail. 4.NRIshall provide its reply concerning Paragraph 2 by telephone or email.5.During the valid term of this Agreement, the Customer may continue to receive the Maintenance Service for the old version ofthe Software after the upgraded version of the Software is released by NRI. The Customer maycontinue to receive this service until the date separately notified byNRI. 6.The Maintenance Service is not provided in the cases set forth in the followingsubparagraphs. (1) Inthe case of gross negligence bythe Customer; (2) In the case that the Software is corrected or modified by someone other than NRI; (3) In the case that the Customer Used the Software under terms other than those set forth in this Agreement; (4) In the case that the Customer executes tasks to recover the Software ortasks to analyze an error or glitch, etc.; (5) In the case that the Customer takes steps to install the Software, or arevised or upgraded version of the Software; or (6) In the case that there is an incident or disaster due to a natural disaster, calamity, or other force majeure. 7.When it receives the provision oftheMaintenance Service, NRImay ask the Customer to cooperate with investigating how to resolve problems (such as by sending NRI logs or definitions data, providing reports, executing commands, confirmingsettings,and the like). Inthat case,the Customershallreasonably provide its utmost cooperation to NRI’s request in accordancewith NRI’s instructions. 8.The Maintenance Service set forth in Paragraph 1 of this article shall beprovided in Japanese only and the days and times the Maintenance Serviceis provided shall bebased on Japanese time. 9.NRI may outsource the performance of the Maintenance Service to a thirdparty as needed. 10. The Customer shall appoint a person in charge and state the name of said person, contact information, and other details in the Application Form sothat NRI can smoothly carry out the Maintenance Service. If any changes arise to the manager, the Customer shall immediately notify NRI of thosechanges. Furthermore, all communication regarding the MaintenanceService shall be done through the manager. 11. NRIdoes not guarantee that all problemsor Defects regarding the Software will be corrected as a result of the Maintenance Service. Article 6 (Maintenance ofConfidentiality) 1.The Customer shall not disclose or divulge the details of the Software orNRI’s confidential information that the Customer learns through theprovision of the Maintenance Service to a third party even after thetermination or cancellation of this Agreement. 2.The information that falls underthe following subparagraphs isnot included in the confidential information set forth in the preceding paragraph. (1) Information that enters the public domain; (2) Information that was legally possessed before it was disclosed by NRIorinformation that was independentlydeveloped without relyingon the disclosed confidential information; and (3) Information that was duly obtained from a third party with no duty to maintain confidentiality. Article 7 (Confirmation of Use Conditions) Upon providing notice to the Customer at least one week in advance and withthe Customer’s consent, NRI may enter the workplace where the DesignatedHardware on which the Software is being Used is set up once per year toconfirmthe Use conditions of the Software. Article 8 (Ownership of Rights) The copyrights and other intellectual property rights to the Software (whenprovidingthe Maintenance Service,this includes revised and upgraded versionsof the Software provided by NRI, and modules, source code or the like forsupporting the root-cause analysis or resolution of problems) belongs entirelyto NRIorcompanies that have granted rights to NRI, and this Agreementdoesnot transfer all or part of the copyrights or other intellectual property rights tothe Software to the Customer. Article 9 (Limited Guarantee) 1.If the Customerreceives a claimregarding the prohibitedUse of theSoftwareor otherwise regarding the Software from a third party, the Customer shall immediately notify NRI of the situation and shall grant NRI full authority and power to resolve the claim. In that case, NRI shall bear the expenses toresolve the rights dispute with the third party. 2.NRI disclaims warranty of fitness for a particular purpose intended by theCustomer, and the Customer shall Use the Use results produced by the Software at the Customer’s own discretion and responsibility. 3.NRI is not liable whatsoever for the results or other matters that arise to the Customer because the Customer has Used the Software for an operational purpose other than that which is set forth in Article 2.1(1) or Uses theSoftware in combination with a software not specified by NRI. 4.NRI is not liable whatsoever for the results or other matters that arise to the Customer because of a malfunctioning of NRI’s specified software that the Customer Uses in combination with the Software. Article 10 (Fee and Payments) 1.The license fee and maintenance fee for the Software (hereinafter,collectively referred to as the “License Fee, etc.”) shall be set forth in theApplication Form and the Application Receipt. 2.The Customer shallpay theLicense Fee, etc. for the Software by the methodset forth in the Application Form and the Application Receipt. Article 11 (Fee Revisions) 1.NRI may revise the License Fee, etc. with written notice to the Customer 30 days before the day that the revised License Fee, etc. will apply (hereinafter referred to as the “Revision Date”). Provided, however, that this will not preclude the Customerand NRIfromreaching adifferent agreement throughdiscussion. 2.The Customer may terminate this Agreement with written notice to NRI by 15 days before the expiration of the valid termupon the Revision Date. Article 12 (Valid Term) The valid term of this Agreement is stated in the Application Form and theApplication Receipt. Article 13 (Cancellation and End) 1.This Agreement will be canceled and end in any of the cases set forth in thefollowingsubparagraphs. (1) When the Use termfor Software that specifies a “Use term” expires; (2) When the Memorandum of Understanding on Specified License Terms“Use Fees” regarding Software for which a “use fee” is stipulated ends or is canceled; (3) When the Customer and NRI agree in writing to cancel this Agreement; (4) When the Customer or NRI breaches this Agreement and the breachingparty fails to rectify the breach within 10 days from the day that the breaching party received written notice specifying the breaching event; (5) When NRI or the Customer commences bankruptcy, dissolution,liquidation, or other similarproceedings for the purpose ofrestructuring orliquidating; (6) When NRI or the Customer commences asset preservation, civil execution, or other similar proceedings; (7) When NRIorthe Customerundergoesa majorchange to its organization,such as a merger, split, or asset transfer, etc.; (8) When a party itself or through a third party commits a violent,intimidating, fraudulent, obstructionist, or other kind of illegal act; (9) When a party or its officer, employee in an important position, majorshareholder, major contractor, or similar person, etc. (hereinafter,collectively referred to as “Management-Related Individual, etc.”) isdiscovered to be an organized crime group, organized crime group affiliate, corporate extortionist, related party, or other antisocial force (hereinafter, collectively referred to as the “Organized Crime Group, etc.”),a party’s Management-Related Individual,etc.is discovered to becooperating with the maintenance and operation of anOrganized CrimeGroup, etc., or an Organized Crime Group, etc. is discovered to beparticipating in the management of a party; or (10)Otherwise,when it becomes impossible to continue the License because of an orderordisposition, etc. by a public authority,etc. 2.When this Agreement ends, the Customer shall immediately: (1) stop Using the Software, (2) destroy and delete the Software and all copies thereof, and provide written notice to NRIof such destruction, etc.or return the Softwareto NRI, and (3) promptly return to NRIany articles that have been loaned to Customer regarding the Software. This duty applies to all formats of theSoftware and copies thereof, regardless of the type of media or computer memory to which it has been recorded or whether the Software has been altered or combined with anothersoftware program. 3.If this Agreement is canceled for reasons not attributable to NRI, theCustomer may not demand NRI to return the License Fee, etc. In addition,the Customer or NRI shall compensate the damage that arises to the counterparty due to a breach of this Agreement (including reasonableattorney’s fees and the amount equal to the License Fee, etc. in the case thata third party has illicitly Used the Software). Article 14 (Compensation Liability) 1.NRI bears no compensation liability in the cases set forth in the followingsubparagraphs. (1) When the Customer suffers damage as a result of Usingthe Software; (2) When this Agreement stipulates that NRI bearsno liability; or (3) When the Customerfails to performits duties set forth in thisAgreement. 2.Except for the case set forth in the preceding paragraph, if the Customer suffers damage dueto grounds attributable to NRIregarding theperformanceof this Agreement, NRI shall be liable to compensate the Customer for theordinary damages (but excluding lost profits) up to the amount equal to the License Fee, etc. for the month in which the damage arose. Provided, however, that in no event shall NRI be liable for special damages arising tothe Customer or a third party (including lost profits or lost data) under anycircumstances. Article 15 (Assignment) The Customer may not assign ortransferthis Agreement orthe rights and duties underthis Agreement to a third party without NRI’s priorwritten consent. Article 16 (ExportRestriction) The Customer may not export orassign the Softwareoutside of Japan, nor Use the Software in a manner that is prohibited by Japanese or US export control regulations or other export-related statutes. In addition, if the Software is designated an exportcontrol item, the Customer must represent and warrant toNRI that the Customer is not acitizenor entityof a countryto which exportingis prohibited by the Japanese or US governments, such as Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, or Serbia, etc., that the Customer is not a resident orinhabitant of such acountry,and that the Customerisnot prohibitedfromUsing orreceiving the Software underexport-related statutes. Article 17 (Governing Law) This Agreement is governed by and construed in accordance with the laws of Japan. Article 18 (Jurisdiction) The Tokyo District Court isthe court of first instance with exclusive and agreedjurisdiction regarding anydisputes concerning this Agreement. Article 19 (Matters Requiring Consultation) The parties shall discuss in accordance with the principles ofgood faith andattempt to amicably resolve any matters that are not stipulated in this Agreement orany doubts that arise regarding this Agreement. Article 20 (Amendments) NRI may amend the terms of this Agreement without notice. Article 21 (Discontinuation of the Software) 1.NRI may discontinue providing the Softwarefor its own reasons. 2.In that case, NRI shall notify the Customer 90 days before the day on which NRIdiscontinues providing the Software. End of document. Effective date: October1,2013 Revised: October 31,2017