Xage Security End User License Agreement October 11, 2019 THIS XAGE END USER LICENSE AGREEMENT TOGETHER WITH ANY ACCEPTED XAGE ORDER FORM(S) (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER LISTED IN THE ORDER FORM(S) (“CUSTOMER”). AND XAGE SECURITY, INC., A DELAWARE CORPORATION WITH A PLACE OF BUSINESS AT 445 SHERMAN AVENUE, SUITE 200, PALO ALTO, CA 94306 (“XAGE”). BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT”, OR PROCEEDING WITH THE INSTALLATION AND/OR USE OF THE XAGE SECURITY SUITE, OR USING THE XAGE SECURITY SUITE AS AN AUTHORIZED REPRESENTATIVE OF THE CUSTOMER NAMED ON THE APPLICABLE ORDER FORM ON WHOSE BEHALF YOU INSTALL AND/OR USE THE XAGE SECURITY SUITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR OTHERWISE USE THE XAGE SECURITY SUITE. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU ACCEPT THIS AGREEMENT AS SET FORTH ABOVE. 1. Definitions. 1.1. “Documentation” means any instructions, specifications, documents or materials, that describe the operation and use of the Xage Security Suite that Xage makes generally available to end users. 1.2. “Environment” means the network, infrastructure, digital system, manufacturing operation, facility or environment operated or managed by Customer into which the Xage Security Suite is deployed as described in an Order Form. 1.3. “Intellectual Property Rights” means any and all intellectual property rights in any part of the world, whether registered or unregistered, and all registrations, applications, renewals, extensions and other government issued indicia of ownership thereof, including, but not limited to, rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with the goodwill associated therewith; (c) copyrights and copyrightable works (including, but not limited to, computer programs), and rights in works of authorship, data and databases; (d) trade secrets, know-how and other confidential information; and (e) all similar or equivalent rights or forms of protection. 1.4. “Maintenance and Support” means the technical support and maintenance services for the Software purchased by Customer pursuant to an Order Form. 1.5. “Open-Source Components” means any software component that is subject to any open-source copyright license agreement. 1.6. “Order Form” means Xage’s written or online order form that is entered into between Customer and Xage and specifying details of the Customer’s order of a Subscription and/or purchase of Maintenance and Support pursuant to this Agreement. 1.7. “Start Date” means the start date of the Subscription Term and/or Support Term as set forth in an Order Form. 1.8. “Subscription” means the subscription license purchased by Customer to access and use of the Xage Security Suite set forth on the applicable Order Form. 1.9. “Subscription Fees” means the fees set forth on the applicable Order Form payable by Customer for the Subscription. 1.10. “Subscription Term” means the term set forth on the applicable Order Form for the Subscription. 1.11. “Support Fees” means the fees payable by Customer for the Maintenance and Support ordered by Customer as set forth on the applicable Order Form. 1.12. “Support Term” has the meaning given to such term in Section 3.1. 1.13. “Updates and Upgrades” means bug fixes, maintenance releases, and/or new versions of the Software, that are generally made available to Xage customers who have purchased a Subscription. 1.14. “Usage Parameters” means the maximum number of permitted instances and for up to the quantity and types of devices, applications, users, Xage gateways Xage brokers, Xage Managers, Xage Enforcement Points and solutions ordered by Customer on an Order Form(s), and any other parameters specified in the Documentation, Order Form, or in writing by Xage regarding the scope of use of the Xage Security Suite by Customer. 1.15. “Xage Security Suite” means the Xage Broker, Gateway, Client Agent and/or Cloud software products as described on Xage’s website at https://xage.com/product/. 1.16. “Xage Technology” means any and all of the following:(a) Xage Security Suite software whether in source or executable code, and any code provided as part of Maintenance and Support (“Software”); (b) any accompanying or related Documentation; (c) other materials including, but not limited to content made available by Xage; and (d) any and all modifications, improvements, and/or enhancements to any of the items set forth in clause (a) through (c). 2. License Grant. 2.1. License. Subject to the terms and conditions of this Agreement, Xage hereby grants Customer a nonexclusive, nontransferable, non-sublicensable Subscription license during the Subscription Term to (a) use the Xage Security Suite for the purpose of providing cyber security in the Customer Environment, subject to the applicable Usage Parameters and in accordance with the Documentation; and (b) reproduce and use a reasonable number of copies of the applicable Documentation in support of the exercise of the licenses granted herein. 2.2. Restrictions. Customer shall not, and shall not permit others to: (a) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Xage Technology; (b) reverse engineer, disassemble, decompile, decode or adapt the Xage Technology, or otherwise attempt to derive or gain access to the Xage Security Suite source code, in whole or in part; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Xage Technology to any third party; (d) exceed the number of devices, applications, users, solutions, Xage Gateways, Xage Brokers or instances which Customer has ordered; or (e) remove from any copies of the Xage Technology any copyright or other Intellectual Property Rights notices contained in the Xage Technology. No other right is granted to Customer to use the Xage Technology for any purpose other than that expressed herein, and nothing herein shall be construed as granting, by implication, waiver, estoppel or otherwise to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Xage Technology. 2.3. Feedback. Customer agrees to notify Xage of any errors or deficiencies in the Xage Technology and may in its sole discretion make suggestions for improvements, enhancements, features and other information regarding Xage Technology (collectively, “Feedback”). Customer hereby grants Xage a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under all of Customer’s Intellectual Property Rights, for Xage to use and exploit such Feedback in any manner and for any purpose. Customer acknowledges that Xage may or may not incorporate Feedback into Xage Technology at Xage’s sole discretion without restriction and without compensation to Customer. 2.4. Open-Source Components. Any use of Open-Source Components under this Agreement will be governed by, and subject to, the terms and conditions of the applicable open-source license (“Open-Source License”). Xage may identify and describe the Open-Source Components of the Xage Technology on a webpage, in Documentation, README or text files, or by some other reasonable means. Customer may also request Xage to provide a list of the Open-Source Components. Customer agrees to comply with the terms and conditions of the Open-Source Licenses. 3. Services. 3.1. Maintenance and Support. Subject to Customer’s payment of the Support Fees specified on the applicable Order Form, Xage will provide Maintenance and Support in accordance with its standard support terms then in effect. Maintenance and Support will commence concurrent with the Start Date listed on the Order Form and continue for the period set forth therein (“Support Term”). Customer is solely responsible for taking appropriate measures to back up Customer’s systems and data and all other necessary measures to prevent any file or data loss. Any other professional services, if any, to be provided by Xage to Customer, or otherwise requested by Customer, will be subject to the terms and conditions set forth in Xage’s then-current standard professional services agreement entered into by the parties for such services. 3.2. Updates and Upgrades. During the Subscription Term, subject to Customer’s payment of Subscription Fees, Xage shall provide Customer with Updates and Upgrades that are generally made available to Xage’s customer base. For the avoidance of doubt, Updates and Upgrades are not included in or part of Maintenance and Support. Updates and Upgrades expressly excludes any additional, new and/or separate products, features, enhancements, functionality, and/or services which Xage may make available on a commercial basis to its customers as add-on features to the Xage Security Suite which are typically subject to separate fees (“Excluded Features”). Such Excluded Features shall be subject to Xage’s then-current fees for such Excluded Features. Customer may purchase access to such Excluded Features pursuant to an Order Form entered into by the parties hereunder. The use of any Excluded Features purchased by Customer hereunder shall be governed by the terms of this Agreement, and shall be deemed included in the definition of “Xage Security Suite”, unless such Excluded Features are governed by separate terms and conditions and/or a separate agreement entered into Customer and Xage for such Excluded Features. 4. Payment, Taxes, Records and Verification. 4.1. Payment. Customer shall pay Xage the fees listed in an Order Form in accordance with the terms set forth in such Order Form. Unless otherwise set forth on the applicable Order Form, all fees payable by Customer hereunder are due within thirty (30) days after the date of Xage’s invoice therefor and interest will accrue on any late payments at the rate of 1.5% per month, or the legal maximum, whichever is greater. At any time during a Subscription Term and/or Support Term (as applicable), Customer may submit an Order Form to increase the Usage Parameters and/or level of support and, upon Xage’s acceptance of such Order Form, Customer shall pay the Subscription Fees and/or Support Fees (as applicable) for such increase, pro-rated for the remainder of Customer’s then-current Subscription Term and/or Support Term (as applicable), and such Order Form shall renew concurrently with Customer’s then-current Subscription and/or Maintenance and Support (as applicable) for a period equal to Customer’s initial Subscription Term and/or Support Term (as applicable). 4.2. Taxes. All fees and other charges payable by Customer relating to this Agreement are exclusive of all federal, state, local, or other taxes, including, without limitation, sales, use, value added, excise and property taxes, or any amounts levied in lieu thereof, based on charges set forth in an Order Form or this Agreement. 4.3. Changes to Fees. Xage may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for Customer until the start of the next Subscription Term and/or Support Term, as applicable (as specified in the applicable Order Form). Xage will provide written notice to Customer of any changes to the fees that affect the Subscription and/or Maintenance and Support purchased by Customer. 4.4. Verification and Audit. At Xage’s request, Customer will furnish Xage with a certification signed by Customer’s authorized representative verifying that the Xage Security Suite is being used in accordance with this Agreement and the applicable Order Form. Upon at least ten (10) days’ prior written notice to Customer, Xage may audit Customer’s use of the Software to ensure that Customer is in compliance with this Agreement and the applicable Order Form. Any such audit will be conducted during regular business hours at Customer’s facilities, will not unreasonably interfere with Customer’s business and will comply with Customer’s reasonable security procedures. Customer will provide Xage with reasonable access to all relevant records and facilities reasonably necessary to conduct the audit. If an audit reveals that Customer has exceeded the scope of Customer’s license grant during the period audited, then Xage will invoice Customer, and Customer will promptly pay Xage any underpaid fees based on Xage’s price list in effect at the time the audit is completed. If the excess usage exceeds ten percent (10%) of the fees then being paid by Customer for the Xage Security Suite, then Customer will also pay Xage’s reasonable costs of conducting the audit. This Section 4.4 will survive expiration or termination of this Agreement for a period of three (3) years. 5. Ownership. 5.1. Xage. Subject solely to the express license granted by Xage under Section 2.1 of this Agreement, as between the parties, Xage reserves and retains all right, title and interest in and to the Xage Technology and Xage’s other Confidential Information, including the sole and exclusive ownership of all Intellectual Property Rights relating thereto. 5.2. Rights in Open-Source Components. Ownership of all Intellectual Property Rights in Open-Source Components remains with the respective owners thereof, subject to Xage’s and Customer’s respective rights and licenses under the applicable Open-Source Licenses. 6. Confidentiality. 6.1. Confidential Information. Customer acknowledges that Xage may disclose or make available to the Customer confidential information and other sensitive or proprietary information and materials such as reference designs, pricing, business affairs, future products/services, customer and prospect lists, know-how, ideas, concepts, designs, drawings, flow charts, diagrams, third-party confidential information and other intellectual property relating to the Xage Technology or subject matter of this Agreement (collectively, “Confidential Information”). Confidential Information also includes Feedback, Xage Technology, and any fees paid by Customer hereunder. 6.2. Use and Disclosure. Customer agrees: (a) not to use Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement, including without limitation not to use any of the Confidential Information, in any manner to the detriment of Xage; (b) to maintain Confidential Information in strict confidence and not to disclose any Confidential Information without Xage’s prior written consent, provided, however, that Customer may disclose the Confidential Information to its employee, contractors and agents (“Representatives”) who: (i) have a “need to know” for purposes of any performance, or exercise of any rights with respect to such Confidential Information, under this Agreement; (ii) have been apprised of this restriction; and (iii) are themselves bound by written nondisclosure agreements or obligations at least as restrictive as those set forth in this Section provided, further, that Customer shall be responsible for ensuring its Representatives’ compliance, and shall be liable for any of its Representatives’ noncompliance; and (c) notify Xage in writing immediately of any unauthorized accessing, possession or use of the Confidential Information of which it may become aware and cooperate fully with Xage in any investigation or litigation relating to or arising from any of such unauthorized acts. Customer shall use, and ensure that its Representatives use, reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard Confidential Information from use or disclosure other than as permitted hereby. 6.3. Exceptions. If Customer becomes legally compelled to disclose any Confidential Information, it shall: (a) provide prompt written notice to Xage so that Xage may seek a protective order or other appropriate remedy; and (b) disclose only the portion of Confidential Information that it is legally required to produce. If a protective order or other remedy is not obtained, Customer shall use reasonable efforts to obtain assurance that confidential treatment will be afforded the Confidential Information. 7. Term and Termination. 7.1. Term. This Agreement commences as of the Start Date of the first Order Form and will continue in effect for so long as there is an unexpired Order Form unless terminated earlier pursuant to any of its express provisions. The term of the Subscription Term and Support Term and the corresponding Subscription Fees and Support fees, as applicable, (subject to Section 4.3) set forth in an Order Form shall automatically renew for successive terms equal in duration to the initial term unless either party notifies the other party in writing, not less than thirty (30) calendar days before the expiration of the then-current term, as applicable, that such party does not wish to renew the Subscription Term and/or Support Term for an additional term. 7.2. Termination. 7.2.1. Either party may terminate this Agreement by delivering written notice to the other party upon the occurrence of any of the following events: (a) a receiver is appointed for either party or its property; (b) either party makes a general assignment for the benefit of its creditors; (c) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) either party is liquidated or dissolved. 7.2.2. Either party may terminate this Agreement effective upon written notice to the other party if the other party breaches this Agreement and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured thirty (30) days after the breaching party receives written notice thereof. 7.3. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, for any reason, Customer shall: (a) immediately discontinue all use of and permanently erase or cause to be erased from its computer systems, files and storage media all copies of the Xage Technology and other Confidential Information of Xage obtained, made or authorized to be made by Customer or on Customer’s behalf; and (b) within ten (10) days after such expiration or termination, return or cause to be returned to Xage or, with Xage’s written approval, destroy or cause to be destroyed all copies obtained, made or authorized to be made by Customer or on Customer’s behalf of documents and tangible materials containing, reflecting, incorporating or based on the Xage Technology or any other Confidential Information of Xage, and certify in writing to the Xage that it has complied with the requirements of this Section 7.3. 7.4. Survival. The rights and obligations of the parties set forth in this Section 7.4 (Survival) and Sections 2.2 (Restrictions), 2.3 (Feedback), 4 (Payment, Taxes, Records and Verification), 5 (Ownership), 6 (Confidentiality), 7.3 (Effect of Expiration or Termination), 8.2 (Disclaimer), 9 (Indemnification), 10 (Limitations of Liability) and 11 (Miscellaneous), and any right, obligation or required performance of the parties in this Agreement which by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration. 8. Limited Warranty; Disclaimer. 8.1. Limited Warranty. For a period of ninety (90) days following the date that Xage first deploys the Software in Customer’s Environment under this Agreement (“Warranty Period”), Xage represents and warrants that the Software will perform substantially in accordance with the Documentation. Customer shall promptly notify Xage of any breach of the foregoing limited warranty during the Warranty Period, in which event Xage shall use commercially reasonable efforts to correct such problem or provide a work-around. If Xage is unable to correct or provide a work-around within ninety days (90) following expiration of the Warranty Period, on Customer request or at Xage’s discretion Xage will refund Customer the Subscription Fees paid for the non-conforming Software, in which case Customer’s right to use such Software will terminate. Any error correction provided to Customer will not extend the original Warranty Period. The foregoing states Customer’s sole and exclusive remedy, and Xage’s sole and exclusive liability, for breach of this warranty. 8.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, XAGE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO ANY ASPECT OF THE XAGE SECURITY SUITE, ITS OPERATION, MAINTENANCE OR SUPPORT OR ANY OTHER SERVICES TO BE PERFORMED BY XAGE HEREUNDER, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, CAPACITY, PERFORMANCE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. XAGE DOES NOT WARRANT THAT THE XAGE SECURITY SUITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. 9. Indemnification. Customer shall defend, indemnify and hold harmless Xage and its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement, costs or expense (including legal expenses and expenses of other professionals), resulting from, or arising out of any third party claim which alleges that the Customer Environment: (a) has caused or contributed to bodily injury, death or damage to property; (b) violates any applicable laws or rights of privacy; or (c) infringes upon, misappropriates or violates any third party Intellectual Property Right. Xage shall prompt notify Customer in writing of any such claims, give Customer sole control of the defense thereof and any related settlement negotiations, and at Customer’s reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall Customer enter into any settlement that involves an admission of liability, negligence or other culpability of Xage or requires Xage to contribute to the settlement without Xage’s prior written consent. Xage may participate and retain its own counsel at its own expense. 10. Limitation of Liability. 10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL XAGE BE LIABLE TO CUSTOMER FOR ANY LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA, LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, PRODUCTION, GOODWILL OR ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION OR OTHER COMMERCIAL, PERSONAL, ECONOMIC OR OTHER DAMAGES, LOSSES OR INJURY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES OR INJURIES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 10.2. IN NO EVENT WILL XAGE’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES PAID TO XAGE UNDER THIS AGREEMENT FOR THE XAGE SECURITY SUITE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 11. Miscellaneous. (a) The relationship of the parties hereto are independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. (b) This Agreement shall be governed by and construed under the law of the State of California without regard to conflict of laws provisions. The federal and state courts of Santa Clara County, California shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of the courts of California and service of process being effected upon it by registered mail sent to the address set forth at the beginning of this Agreement. (c) This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and merges all prior discussion between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless set forth in writing signed by officers of both parties hereto. (d) Any notice required or permitted by this Agreement will be in writing and will be sent by prepaid, registered or certified mail, return receipt requested, addressed to the other party at the address (i) shown at the beginning of this Agreement, with respect to notices to Xage, and (ii) to Customer’s address set forth on the initial Order Form, or (iii) at such other address for which such party gives notice hereunder. Such notice will be deemed to have been given when delivered or, if delivery is not accomplished by some fault of the addressee, when tendered. (e) Customer may not transfer or assign its rights or obligations under this Agreement without the prior written consent of Xage. Subject to the foregoing sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns. (f) If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith any term held invalid and to be bound by the mutually agreed substitute provision. (g) The failure of either party to enforce at any time any of the provisions of the Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either party to enforce each and every such provision thereafter.