TENASYS CORPORATION

INTIME® SOFTWARE DEVELOPMENT KIT LICENSE

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE ACCEPTING, INSTALLING, CLICKING ON “I ACCEPT” OR OTHERWISE ACCESSING THE SOFTWARE PACKAGE BY ANY MEANS. BY ACCEPTING, INSTALLING, CLICKING “I ACCEPT” OR OTHERWISE ACCESSING THE SOFTWARE PACKAGE (“SOFTWARE”), YOU INDICATE THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCEPT OR CLICK “I DENY”, IF APPLICABLE.

1. LICENSE:

Upon acceptance, you may:

· Install the Software on one or more computers for use as provided by TenAsys;

· Copy the Software into any machine-readable form for backup purposes in support of your installation and use of the Software as provided in Section 1(A) above;

· Merge the Software into another program for your use. Any portion of the Software merged or otherwise incorporated into any other program shall continue to be subject to the terms and conditions of this License;

· Develop systems or products using the Software per the terms of Section 1(C) above and (i) acquire rights to execute INtime® Run-Time Licenses from TenAsys or TenAsys’ authorized channel partners per TenAsys’ standard sublicensing terms (the “Run-Time Sublicensing Terms”) as set forth in Exhibit A; and

(ii) sublicense such developed systems or products, pursuant to the Run-Time Sublicensing Terms, to third parties; and

· Transfer the Software and this License to a third party, provided, (i) you notify TenAsys and TenAsys provides prior written approval of such transfer; and (ii) the party receiving the Software expressly agrees to accept the terms and conditions of this License. In the event you transfer the Software, you must transfer all copies of the Software to the same party, or destroy any copy not transferred, including all portions of the Software contained or otherwise incorporated in or merged with any other programs. You must reproduce and include the copyright notice on any copy or portion of the Software merged or otherwise incorporated into any other program. Upon transfer, your right to use the Software will terminate.

YOU MAY NOT MODIFY, REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE SOFTWARE, IN WHOLE OR IN PART.

YOU WILL NEED A LICENSE FOR THE MOST CURRENT VERSION OF MICROSOFT VISUAL STUDIO PROFESSIONAL® TO USE THE SOFTWARE AND IT IS YOUR RESPONSIBILITY TO OBTAIN SUCH LICENSE.

2. TERM AND TERMINATION:

This License is effective until terminated. You may terminate this License at any time by destroying the Software and all copies and merged portions thereof in any form. Your rights under this License shall be terminated if you fail to comply with any of the terms and conditions set forth herein; provided, however, TenAsys will allow you a ten (10) day period to cure a breach of this License following notification from TenAsys in either written or electronic form indicating the nature of such breach. You shall be responsible for any and all costs incurred by you in curing such breach. You agree that upon termination of your rights under this License for any reason, you shall promptly destroy the Software and all copies and merged portions thereof in any form.

3. NO WARRANTY AND LIMITED REPLACEMENT:

WHERE ALLOWED BY LOCAL LAWS, THE SOFTWARE IS PROVIDED “AS IS” WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE. If the physical media, USB

or hardware key device on which the Software is furnished is found to be defective in material or workmanship under normal use for a period of ninety (90) days from the date of receipt, TenAsys’ entire liability and your exclusive remedy shall be the replacement of the media, USB or hardware key device, as the case may be. This offer is void if the media, USB or hardware key device defect results from accident, abuse or misapplication.

4. LIMITATION OF LIABILITY:

NEITHER TENASYS NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF TENASYS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

5. COPYRIGHT:

Title to the Software, including any open source or other publicly available software elements within the Software, and all copies thereof, shall remain with TenAsys or its suppliers, as applicable. The Software is copyrighted and protected by United States copyright laws and international treaty provisions. You shall not remove any copyright notice from the Software. You agree to prevent any unauthorized copying of the Software. Except as specifically provided herein, TenAsys does not grant any express or implied right to you under any TenAsys patents, copyrights, trademarks or trade secret information.

6. U.S. GOVERNMENT RESTRICTED RIGHTS:

Where applicable, the Software is provided with “RESTRICTED RIGHTS". Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013, et. seq., or its successor. Use of the Software by the U.S. Government constitutes acknowledgement of TenAsys’ rights in the Software.

7. EXPORT LAWS:

You and any sublicensees shall comply with all applicable export laws when shipping or transferring the Software, or any portion thereof, to any third party, including but not limited to, any export restrictions mandated by the U.S. Department of Commerce, Bureau of Export Administration.

8. SAFE OPERATION:

YOU ASSUME RESPONSIBILITY FOR, AND SHALL UNDERTAKE BEST EFFORTS IN USING THE SOFTWARE TO PROVIDE FOR SAFE OPERATION THEREOF, INCLUDING BUT NOT LIMITED TO, COMPLIANCE OR QUALIFICATION WITH RESPECT TO ALL SAFETY LAWS, REGULATIONS AND AGENCY APPROVALS, AS APPLICABLE. THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE AS COMPONENTS IN EQUIPMENT INTENDED TO SUPPORT OR SUSTAIN LIFE, OR FOR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE MAY CREATE A SITUATION IN WHICH PERSONAL INJURY OR

DEATH MAY OCCUR AND YOU SHALL HAVE NO RIGHTS HEREUNDER FOR ANY SUCH APPLICATIONS.

9. GENERAL:

Any claim arising under or relating to this License shall be governed by the laws of the State of Oregon, without regard to principles of conflict of laws, and in no event shall this License be governed by the United Nations Convention on Contracts for the International Sale of Goods. In the event either party brings any action at law or in equity against the other party relating to this License, the venue for such action shall be with the appropriate state or federal court in the State of Oregon.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS LICENSE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE.

TenAsys® and INtime® are registered trademarks of TenAsys Corporation. Other brands, trademarks and names are registered trademarks of their respective owners.

Appendix A

TENASYS CORPORATION

SUBLICENSING TERMS FOR INTIME® RUN-TIME SOFTWARE

PER THE TERMS OF YOUR AGREEMENT WITH TENASYS CORPORATION (“TenAsys”), YOU (AS A “Licensee” UNDER SUCH AGREEMENT) ARE PERMITTED TO SUBLICENSE THE INTIME® RUN-TIME SOFTWARE, INCLUDING THE CDEV (collectively, the “Software”) TO THIRD PARTIES (“Sublicensees”) AS BUNDLED OR OTHERWISE INCLUDED WITH YOUR PRODUCT OR SYSTEM. ALL SUBLICENSING OF THE SOFTWARE TO SUBLICENSEES BY YOU OR YOUR AUTHORIZED AGENT SHALL BE UNDER TERMS AND CONDITIONS NO LESS RESTRICTIVE THAN THOSE SET FORTH BELOW (the “Sublicensing Terms”). NOTWITHSTANDING THE FOREGOING, YOU ARE FREE TO SUBLICENSE THE SOFTWARE UNDER TERMS OF YOUR CHOICE, PROVIDED SUCH TERMS ADDRESS OR COVER THE SUBLICENSING TERMS. IT IS YOUR SOLE RESPONSIBILITY TO ENFORCE THE TERMS OF THE SUBLICENSE WITH YOUR CUSTOMER OR END USER.

Licensee agrees that all Sublicenses of Software shall address or cover the following:

1. SUBLICENSE GRANT:

All Sublicenses of the Software by you or your authorized agent shall (i) either be in writing or by accepting the terms of such Sublicense prior to accessing the Software through any means; (ii) limit the access and use of the CDEV only to producing Derivative Works; and (iii) notify Sublicensee that the Software contains third party software which may have restrictions on use, copying or distribution. Each installation of the Software shall require the payment and reporting of a royalty or other compensation to TenAsys or TenAsys’ authorized sales agent per the terms of your agreement with TenAsys. Each computer or system which includes the installed Software shall have a TenAsys incorporation sticker or other identifying graphic image, approved by TenAsys, affixed to either the chassis of the execution system, the documentation or on some other tangible media.

2. RESTRICTIONS:

Sublicensees shall not modify, reverse engineer, decompile or disassemble the Software.

3. TRANSFER OF THE SOFTWARE:

A Sublicensee may transfer the right to use the Software to another party; provided, that (i) the party receiving the Software expressly agrees to accept the terms and conditions of the Sublicense; and (ii) the TenAsys incorporation sticker, referenced within the binaries or other identifying graphic image, as approved by TenAsys, is transferred along with the Software. Transfer of the Software, in any form, is only a transfer of the right to use, not a transfer of title.

4. LIMITED WARRANTY:

The limited warranties as set forth in the agreement between Licensee and TenAsys referred to above is associated with the use of the Software.

5. LIMITATION OF LIABILITY:

6. COPYRIGHT:

Title to the Software, and all copies thereof, shall remain with TenAsys or its suppliers, as applicable. The Software is copyrighted and protected by United States copyright laws and international treaty provisions. Sublicensees shall not remove any copyright notice from the Software. Sublicensees agree to prevent any unauthorized copying of the Software. Except as specifically provided herein, TenAsys does not grant any express or implied right under any of TenAsys’ patents, copyrights, trademarks or trade secret information.

7. U.S. GOVERNMENT RESTRICTED RIGHTS:

Where applicable, the Software is provided with “RESTRICTED RIGHTS". Any Sublicense to a U.S. Government Agency is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013, et. seq., or its successor.

8. EXPORT LAWS:

Sublicensee shall comply with all applicable export laws when shipping or transferring the Software, or any portion thereof, to any third party, including but not limited to, any export restrictions mandated by the U.S. Department of Commerce, Bureau of Export Administration.

9. ENFORCEABILITY:

IN THE EVENT ANY SECTION OF THESE SUBLICENSING TERMS IS DETERMINED TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THE REMAINING PROVISIONS OF THE SUBLICENSING TERMS SHALL BE ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.