10.11.1.0 Omni-Path TMM Firmware

CORNELIS NETWORKS, INC. SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

DO NOT USE OR LOAD THIS CORNELIS NETWORKS SOFTWARE UNTIL YOU HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY LOADING OR USING THIS CORNELIS NETWORKS SOFTWARE, YOU (“YOU” OR “LICENSEE”) AGREE TO
THE TERMS OF THIS CORNELIS NETWORKS SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”). IF YOU DO NOT WISH TO SO AGREE, DO NOT COPY, INSTALL OR USE THIS CORNELIS NETWORKS SOFTWARE. IF YOU ARE AN AGENT OR EMPLOYEE OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT.

In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, and intending to be legally bound, the Parties agree as follows:

1. DEFINITIONS. The following definitions apply in this Agreement:

1. 1.1.  "Confidential Information" means any Software, Documentation or other materials that are marked as “Confidential” or that, given the nature of the information or
   the circumstances surrounding its disclosure, reasonably should be considered as confidential.
2. 1.2.  "Derivative Work" means a derivative work, as defined in 17 U.S.C. § 101, of the Software Source Code, that You developed.
3. 1.3.  "Documentation" means the user manuals and other written materials that describe the Software, its operation and matters related to its use, that Cornelis Networks provides in connection with, under, or subject to, this Agreement, and any updated, improved or modified version(s) of those materials, whether provided in published written material, on magnetic media or communicated by electronic means.
4. 1.4.  "Cornelis Networks Products" means the products listed on Attachment A and any additional products that Cornelis Networks later adds to Attachment A.
5. 1.5.  "Licensed Patent Claims" means the claims of Cornelis Networks’ patents that are necessarily and directly infringed by the reproduction and distribution of the Software that is authorized in Section 2.1(A), when that Software is in its unmodified form as delivered by Cornelis Networks to You and not modified or combined with anything else. Licensed Patent Claims are only those claims that Cornelis Networks can license without paying, or getting the consent of, a third party.
6. 1.6.  "Object Code" means computer programming code in binary form suitable for machine execution by a processor without the intervening steps of interpretation or compilation.
7. 1.7.  “Open Source Software” means
   1. any software that requires as a condition of use, modification or distribution of the software that that software or other software incorporated into, derived from or distributed with that software be: • disclosed or distributed in Source Code • licensed by the user to third parties for the purpose of making or distributing derivative works • redistributable at no charge
   2. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following:

• GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL) • Artistic License (e.g., PERL)
• Mozilla Public License
• Netscape Public License

• Sun Community Source License (SCSL) • Sun Industry Source License (SISL)
• Common Public License (CPL)

8. 1.8.  “Software” means the computer program, in Object Code and Source Code, identified in Attachment A, and any updated or improved version of the program that Cornelis Networks provides to You under this Agreement, if any, but does not include Open Source Software or any computer programming code that is subject to an agreement, obligation or license (whether or not accompanying the computer program) intended to supersede or override this Agreement.
9. 1.9.  “Source Code” means a form in which a computer program’s logic is easily deduced by a human being with skill in the art, such as a printed listing of the program or a form from which a printed listing can be easily recognized.

1.10. “Support” means any maintenance services, installation assistance, customized support, consulting, or similar assistance that Cornelis Networks may consent to provide to You related to the Software or to facilitate Your productive use of the Software, as is more particularly described in Section 6.

2. LICENSE

2.1. Grant. Subject to Your compliance with the terms of this Agreement, and the limitations set forth in Section 2.2, Cornelis Networks hereby grants You, during the term of this Agreement, a non-transferable, non-exclusive, non-sublicenseable (except as expressly set forth below), limited right and license:

1. under Cornelis Networks’ copyrights, to:
   1. reproduce and execute the Software only for internal use with Cornelis Networks Products, including designing products for Cornelis Networks Products,; this license does not include the right to sublicense, and may be exercised only within Your facilities by Your employees;
   2. distribute the unmodified Software only in Object Code, only for use with Cornelis Networks Products; this license includes the right to sublicense, but only the rights to execute the Software and only under Cornelis Networks’ End User Software License Agreement attached as Attachment B, without the right to further sublicense;
   3. reproduce and distribute the Documentation as is reasonably necessary for You to exercise Your license rights under this Section 2.1; and
2. under Cornelis Networks’ Licensed Patent Claims, to;
   1. use the Software within Your facilities by Your employees only for the Permitted Uses identified in Attachment A, and only for use with Cornelis Networks Products
   2. offer to distribute and distribute, but not sell, the Software under the Cornelis Networks copyright license granted to You under Section 2.1(A),

but only under the terms of such license under Cornelis Networks’ copyrights and not as a sale; and

C. Unless specifically set forth in Section 2.1, the parties agree that they have the mutual intention that Cornelis Networks grants You no other license or right to any Cornelis Networks intellectual property, expressly or by implication, estoppel, statute or otherwise. Cornelis Networks reserves all rights that it does not expressly grant to You in this Agreement. You agree that you have no right to make, sell, or modify the Software, or combine the Software with other items

or to use any such combination. You are only licensed to the Licensed Patent Claims, and no other patent claims, even if such claims are part of the same patent as Licensed Patent Claims. You further agree that, as an essential basis of the bargain, (i) the consideration from You under this Agreement covers only the limited rights expressly granted to You in Section 2.1 and that any other licenses or rights would require a separate license and additional consideration, and (ii) nothing in this Agreement requires or will be treated to require Cornelis Networks to grant any a separate license. You also acknowledge that there are substantial uses of the Software in its original, unmodified, and uncombined form.

2.2. Restrictions.

1. All rights, title and interest in and to the Software and Documentation are and will remain the exclusive property of Cornelis Networks. Unless expressly permitted under Section 2.1(A), You will not, and will not allow any third party to:
   1. use, copy or distribute the Software or Documentation;
   2. modify, adapt, enhance, disassemble, decompile, reverse engineer, change or create Derivative Works from the Software
   3. use the Software to process the data of, or make the Software available online for the use of, third parties.
2. The consideration under this Agreement is only for the licenses that Cornelis Networks expressly grants to You in Section 2.1. Any other rights including, but not limited to, additional patent rights, will require an additional license and additional consideration. Nothing in this Agreement requires or will be treated to require Cornelis Networks to grant any additional license. You acknowledge that an essential basis of the bargain in this Agreement is that Cornelis Networks grants You no licenses or other rights including, but not limited to, patent, copyright, trademark, trade name, service mark or other intellectual property licenses or rights with respect to the Software and Documentation, by implication, estoppel or otherwise, except for the licenses expressly granted in Section 2.1. Specifically, except for the licenses that Cornelis Networks expressly granted You in Section 2.1, Cornelis Networks grants no licenses or other rights, expressly or by implication, estoppel or otherwise, to:
   1. make, use, sell, offer for sale, or import modifications of the Software;
   2. sell or offer to sell the Software;
   3. combine the Software or modified versions of the Software with other items or to use any such combination; or
   4. any claims of any patents, patent applications, or other patent rights of Cornelis Networks other than the Licensed Patent Claims.

C. You acknowledge that there are significant uses of the Software in its original, unmodified and uncombined form. The consideration for the license in this Agreement reflects Cornelis Networks’ continuing right to assert patent claims against any modifications (including, without limitation, error corrections and bug fixes) of, or combinations with, the Software that You or third parties make that infringe any Cornelis Networks patent claim that is not a Licensed Patent Claim.

Except as expressly permitted under Section 2.1, You will not allow the Software to be accessed or used by third parties. Notwithstanding the foregoing, Your authorized consultants and subcontractors may access the Software where the access is incidental to their performing services on Your behalf consistent with the license granted to You under this Agreement, provided You bind those consultants and subcontractors to the confidentiality and other obligations imposed on You under this Agreement and You are fully liable to Cornelis Networks for the actions and inaction of those consultants and subcontractors.

3. 2.3.  Copies. In addition to the number of copies permissible under Section 2.1(A)(1), You may make a reasonable number of copies of the Software for archival purposes or for use as a back-up when the Software is not operational. You must copy all copyright legends, trademarks, trade names and other legends and identification when You copy the Software and Documentation. You will maintain records of the number of copies currently in Your possession or control, and will provide copies of those records to Cornelis Networks upon request.
4. 2.4.  Open Source Software. If the Software includes Open Source Software, that Open Source Software is licensed under the applicable Open Source Software license agreement identified in the Open Source Software comments in the applicable source code file(s) and file header provided with the Software. Where applicable, the Documentation may contain additional detail. With respect to the Open Source Software, nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of the applicable Open Source Software license agreement. You will not subject the Software or Documentation, in whole or in part, to any license obligations associated with Open Source Software, including combining the Software or Documentation with Open Source Software in a manner that subjects Cornelis Networks, or any portion of the Software, to any license obligations of the Open Source Software.

3. FEES; ROYALTIES; TAXES
   The license is granted under this Agreement for no fee or royalty. Each party is responsible for its own tax liability arising out of this Agreement.
4. TERM;TERMINATION
   1. 4.1.  Term. The term of this Agreement will commence on the Effective Date and continue until terminated in accordance with this Section 4.
   2. 4.2.  Termination. Cornelis Networks may terminate this Agreement:
      • if You materially breach any other provision of this Agreement, and You fail to correct the breach within 30 days of Your receipt of written notice of that breach or, if the breach is incapable of cure within 30 days, You fail to take substantial steps toward a cure within that period;
      • immediately, if You breach any provision of Sections 2 or 7; or
      • immediately, if You become insolvent or make an assignment for the benefit of creditors, or a trustee or receiver is appointed for You or for a substantial part of

Your assets, or bankruptcy, reorganization or insolvency proceedings are instituted by or against You.

4.3. Effect of Termination.

1. Expiration or termination of this Agreement will terminate Your license rights under this Agreement.
2. Within 30 days after expiration or termination of this Agreement, You will furnish Cornelis Networks a written certification that You have either returned to Cornelis Networks or destroyed the original and all copies, including partial copies, of the Software that Cornelis Networks furnished under this Agreement or that You made as permitted by this Agreement, and that no copies or portions of the Software remain in Your possession or in the possession of Your employees or agents
3. Sections 2.1(C), 2.2, 2.3, 3, 4.3, 5, 7, 8, 9, 10 and 11 will survive expiration or termination of this Agreement.

5. OWNERSHIP

5.1. Feedback. To the extent You provide Cornelis Networks with Feedback, You grant
to Cornelis Networks and Cornelis Networks accepts, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license, with the right to sublicense, under Your intellectual property rights to the Feedback to incorporate or otherwise
use Feedback as provided by You to Cornelis Networks. “Feedback” means Your requirements, inputs, comments, responses, opinions, feedback and errata, whether oral or written, concerning the Software and Documentation and Your technical system requirements for Cornelis Networks to include in the Software definition, design or validation.

6. SUPPORT
   1. 6.1.  Services. Cornelis Networks has no obligation to maintain or support the Software or Documentation. You are directed to access Cornelis Networks’ webpage, http:// cornelisnetworks.com, for basic FAQs and other Cornelis Networks product resources relating to the Software. Under no circumstances will Cornelis Networks have any obligation to Your Customers with respect to maintenance or support of the Software.
   2. 6.2.  Additional Services. Cornelis Networks has no obligation to perform any maintenance or other services not specifically provided for in this Agreement. However, if Cornelis Networks agrees to perform services requested by You that are not included as part of this Agreement, Cornelis Networks will bill You for those services at prices and on terms to be agreed by the Parties.
7. CONFIDENTIAL INFORMATION You shall not use or disclose any Confidential Information, except as expressly authorized
   by this Agreement, and shall protect all such Confidential Information using the same
   degree of care which You use with respect to your own proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Your obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement. You shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information. If You wish to have a third- party consultant or subcontractor ("Contractor") perform work on Your behalf which involves access to or use of Software, You shall obtain a written confidentiality agreement from the Contractor which contains terms and obligations with respect to access

to or use of Software no less restrictive than those set forth in this Agreement and which excludes any distribution rights, and use for any other purpose.

8. NO PUBLICITY

8.1. No Publicity. You may not use Cornelis Networks’ name, or the names of any Cornelis Networks employees, in any publication, advertisement or other announcement, without Cornelis Networks’ prior written consent in each instance.

9. INDEMNITY 9.1. By You.

1. You will defend, at Your own expense, any legal action brought against Cornelis Networks to the extent that it is based on an Indemnified Claim, which is any claims or allegations arising from or relating to Your breach of any provision of this Agreement including, but not limited to, a breach of Section 2;
2. You will pay any costs and damages finally awarded against Cornelis Networks that are attributable to any Indemnified Claim or that Cornelis Networks incurs through settlement of an Indemnified Claim, but will not be responsible for any compromise that Cornelis Networks makes or expense that Cornelis Networks incurs without Your consent. The defense and payments are subject to the condition that In Cornelis Networks gives You prompt written notice of the Indemnified Claim, allows You to direct the defense and settlement of the Indemnified Claim, and cooperates with You as necessary for defense and settlement of the Indemnified Claim.

10. WARRANTY Disclaimer. Cornelis Networks makes no warranties to You with respect to the Software or any Support, service, advice, or assistance furnished under this Agreement, and no warranties of any kind, whether written, oral, implied or statutory, including warranties of merchantability or fitness for a particular purpose, non- infringement or arising from course of dealing or usage in trade will apply. Cornelis Networks does not give or enter into any condition, warranty, or other term: (i) with respect to any malfunctions or other errors in its products caused by virus, infection, worm or similar malicious code not developed or introduced by Cornelis Networks; or (ii) to the effect that any products will protect against all possible security threats, including intentional misconduct by third parties. Cornelis Networks is not liable for any downtime or service interruption, for any lost or stolen data or systems, or for any other damages arising out of or relating to any such actions or intrusions or resulting from use of products.
11. LIMITATION OF LIABILITY

A. Cornelis Networks’ cumulative liability to You for all claims of any kind resulting from Cornelis Networks’ performance or breach of this Agreement or the Software furnished under this Agreement will not exceed the Fees actually received by Cornelis Networks from You under this Agreement for the Software that is the subject of the claim or $1,000, if the Software was provided at
no charge to You, regardless of whether Cornelis Networks has been advised of the possibility of those damages or whether any remedy set forth in this Agreement fails of its essential purpose or otherwise. This limitation of liability is cumulative and not per incident; the existence of more than one claim will not increase the limit.

B. Cornelis Networks will not be liable for costs of procurement of substitutes, loss of profits, loss of use, interruption of business, or for any other special, consequential, punitive or incidental damages, however caused, whether for breach of warranty, contract, tort, negligence, strict liability or otherwise, irrespective of whether Cornelis Networks has advance notice of the possibility of such damages. The limitation of liability set forth in this Section 10 is

a fundamental basis of this Agreement; and each Party understands and agrees that the other would not have entered into this Agreement without the limitation of liability.

12. GENERAL PROVISIONS 12.1. Notices.

1. All notices required or permitted to be given under this Agreement must be in writing, make reference to this Agreement, and be delivered by hand, or dispatched by prepaid air courier or by registered or certified airmail, postage prepaid, addressed as follows: If to Cornelis Networks: Cornelis Networks, Inc.
   1500 Liberty Ridge Drive, Suite 100 Wayne, PA 19087
   Attention: General Counsel
2. Notices will be considered served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. Either Party may give written notice of a change of address and, after notice of such change has been received, any notice or request will be given to that Party at the changed address.

12.2. Audit Rights. Upon reasonable advance notice, Cornelis Networks will have the right to inspect, or have an independent auditor inspect, Your facilities and records during normal business hours to verify Your compliance with the terms and conditions of this Agreement. If an inspection discloses that You are not compliant with these terms, Cornelis Networks may exercise any or all rights and remedies provided under this Agreement or by law including, but not limited to, the right to recover the cost of the audit.

12.3. Export. The Software, Documentation and all related technical information or materials are subject to export controls and (are or may be) licensable under U.S. Government export regulations. You will not export, re-export, divert, transfer or disclose, directly or indirectly, the Software, Documentation and any related technical information or materials without complying strictly with all legal requirements including, without limitation, obtaining the prior approval of the U.S. Department of Commerce and,

if necessary, other agencies or departments of the U.S. Government. Please access Cornelis Networks’ website, http://www.cornelisnetworks.com for information regarding the export classification of the Software that may be necessary to assist Your compliance with this provision. You will execute and deliver to Cornelis Networks “Letters of Assurance” as may be required under applicable export regulations. You will indemnify Cornelis Networks against any loss related to Your failure to conform to these requirements.

12.4. No Sublicensing, Assignment or Transfer.

1. You may not delegate, assign or transfer this Agreement, or any of Your
   rights and obligations under this Agreement, and any attempt to do so
   will be void. In addition, You may not sublicense, assign or transfer any Software, Documentation, Confidential Information or any part of the Software, Documentation or Confidential Information, or any right in this Agreement to any third party temporarily (such as loaning, rental, licensing or timeshare) or permanently, except as expressly permitted under Section 2.1 or 2.2, without the prior written consent of Cornelis Networks in each instance, which consent Cornelis Networks may withhold in its sole discretion. Any attempted sublicense, assignment or transfer that is not expressly permitted under Section 2 or is without consent will be void.
2. You agree that this Agreement binds You and each of Your affiliates and the employees, agents, representatives and persons associated with any of them. Without limitation of the foregoing, if there is a sale of substantially all of Your assets, a merger, a re-organization, or a change in control of 50% or more of Your equity, no transfer or assignment (including, without limitation, an assignment by operation of law) of this Agreement may be made without the prior written consent of Cornelis Networks.

12.5. U.S. Government Contract Provisions. This Agreement is for Your temporary license of Software. No Government procurement regulation or contract clauses or provision will be considered a part of any transaction between the Parties under this Agreement unless its inclusion is required by statute, or mutually agreed upon in writing by the Parties

in connection with a specific transaction. The technical data and computer software covered by this license is a “Commercial Item,” as that term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users under the terms and conditions in this Agreement. Use for or on behalf of the U.S. Government
is permitted only if the party acquiring or using this Software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer Software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer Software licenses granted in this Agreement. The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare Derivative Works as needed to implement those rights.

12.6. Force Majeure. Except for Your obligations under Section 3, neither Party will be liable to the other Party for delay in performing its obligations, or failure to perform any obligations, under this Agreement, if the delay or failure results from circumstances beyond the control of that Party including, but not limited to, any acts of God, governmental act, fire, explosion, accident, war, armed conflict, terrorist act or civil commotion. If there is a delay, the time for performance will be extended by the amount of time lost by reason of the delay; provided, however, should an event of force majeure described in this Section delay either Party’s performance in any material respect for a period of more than 90 days, then the other Party will have the option, upon giving written notice, to terminate this Agreement or the relevant portion of this Agreement affected by the delay.

12.7. Waiver and Severability. If either Party fails to enforce at any time any of the provisions of this Agreement, or to exercise any election of options provided in this Agreement, that failure will not constitute a waiver of that provision or option, or affect the validity of this Agreement or any part of this Agreement, or the right of
the waiving Party to enforce subsequently each and every provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will continue in full force and effect.

12.8. Governing Law; Jurisdiction.

1. The procedural and substantive laws of the State of Delaware, U.S.A., without regard to its conflicts of laws principles, will govern this Agreement. This Agreement is prepared and executed and will be interpreted in the English language only, and no translation of the Agreement into another language will have any effect. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement.
2. The state and federal courts located in the State of Delaware will have exclusive jurisdiction of all disputes and litigation arising out of or related to this Agreement including, without limitation, matters connected with its performance. Each Party irrevocably submits to the personal jurisdiction of those courts and irrevocably waives all objections to such venue.

12.9. Entire Agreement. This Agreement, the Attachments, Exhibits, Appendix and Non Disclosure Agreement(s) contain the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other communications between the Parties relating to the subject matter of this Agreement. Only a written instrument duly executed by authorized representatives of Cornelis Networks and You may modify this Agreement.

ATTACHMENT A

Description of Software specifically licensed under this Agreement:

Omni-Path Firmware and Binaries

Cornelis Networks Products:

Omni-Path Switch Products
Omni-Path Host Fabric Interface Products

ATTACHMENT A

ATTACHMENT B: End User Agreement

Terms

LICENSE. You have a license under Cornelis Networks’ copyrights to reproduce Cornelis Networks’ Software only in its unmodified and binary form, (with the accompanying documentation, the “Software”) for your organization’s internal use only in connection with Cornelis Networks products for which the Software has been provided, subject to the following conditions:

1. You may not disclose, distribute or transfer any part of the Software except as provided in this Agreement, and you agree to prevent unauthorized copying of the Software.
2. You may not reverse engineer, decompile, or disassemble the Software.
3. You may not sublicense the Software.
4. The Software may contain the software and other property of third party suppliers, some of which may be identified in, and licensed in accordance with, an enclosed license.txt file or other text or file.
5. Cornelis Networks has no obligation to provide any support, technical assistance or updates for the Software.

OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with Cornelis Networks or its suppliers. The Software is copyrighted and protected by the laws
of the United States and other countries, and international treaty provisions. You may not
remove any copyright notices from the Software. Except as otherwise expressly provided above, Cornelis Networks grants no express or implied right under Cornelis Networks patents, copyrights, trademarks, or other intellectual property rights. Transfer of the license terminates your right to use the Software.

DISCLAIMER OF WARRANTY. The Software is provided “AS IS” without warranty of any kind, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

LIMITATION OF LIABILITY. NEITHER CORNELIS NETWORKS NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF CORNELIS NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSE TO USE COMMENTS AND SUGGESTIONS. This Agreement does NOT obligate You to provide Cornelis Networks with comments or suggestions regarding the Software. However, if You provide Cornelis Networks with comments or suggestions for the modification, correction, improvement or enhancement of (a) the Software or (b) Cornelis Networks products or processes that work with

the Software, you grant to Cornelis Networks a non-exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, under Your intellectual property rights, to incorporate or otherwise utilize those comments and suggestions.

TERMINATION OF THIS LICENSE. Cornelis Networks or the sublicensor may terminate this license at any time if You are in breach of any of its terms or conditions. Upon termination, You will immediately destroy the Software and return to Cornelis Networks all copies of the Software.

THIRD PARTY BENEFICIARY. Cornelis Networks is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms.

ATTACHMENT B: End User Agreement

U.S. GOVERNMENT RESTRICTED RIGHTS. No Government procurement regulation or contract clauses or provision will be considered a part of any transaction between the Parties under this Agreement unless its inclusion is required by statute, or mutually agreed upon in writing by the Parties in connection with a specific transaction. The technical data and computer software covered by this license is a “Commercial Item,” as that term is defined by the FAR 2.101 (48 C.F.R.

2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all

other end users under the terms and conditions in this Agreement. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this Software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer Software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer Software licenses granted in this Agreement. The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare Derivative Works as needed to implement those rights.

EXPORT LAWS. The Software and all related technical information or materials are subject to export controls and (are or may be) licensable under U.S. Government export regulations. You will not export, re-export, divert, transfer or disclose, directly or indirectly, the Software, Documentation and any related technical information or materials without complying strictly with all legal requirements including, without limitation, obtaining the prior approval of the U.S. Department of Commerce

and, if necessary, other agencies or departments of the U.S. Government. Upon request, Cornelis Networks will provide You with information regarding the export classification of the Software that may be necessary to assist your compliance with this provision. You will execute and deliver to Cornelis Networks’ “Letters of Assurance,” confirming compliance with applicable export regulations. You will indemnify Cornelis Networks against any loss related to Your failure to conform to these requirements.

APPLICABLE LAWS. This Agreement is governed by the laws of the state of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. You may not export the Software in violation of applicable export laws and regulations.

Your specific rights may vary from country to country.