VATN SYSTEMS, INC.

END USER LICENSE AGREEMENT

PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT (INCLUDING ALL EXHIBITS ATTACHED HERETO, THIS “AGREEMENT”) BEFORE USING ANY LICENSOR TECHNOLOGY (AS DEFINED BELOW). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING OR TAPPING A BUTTON INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER FORM (AS DEFINED BELOW) THAT REFERENCES THIS AGREEMENT, OR USING ANY LICENSOR TECHNOLOGY, YOU (“CUSTOMER”) AGREE TO THIS AGREEMENT WITH LICENSOR (AS DEFINED BELOW). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE ANY LICENSOR TECHNOLOGY

1. Definitions. For all purposes of this Agreement, the terms defined below, when used with initial capital letters, will have the following meanings:

(a) “Documentation” means the user manuals and operator instructions issued by Licensor in conjunction with the Hardware or Software.
(b) “Embedded Software” means Licensor’s proprietary firmware and other software program(s) embedded in or installed on Hardware, and any Updates thereto made available to Customer by Licensor under this Agreement.
(c) “Hardware” means Licensor’s autonomous underwater vehicles and other physical products delivered by Licensor to Customer under an Order Form.
(d) “Intellectual Property Rights” means trade secrets, patents, copyrights, trademarks, trade dress, know-how, and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing.
(e) “Licenses” means the licenses granted by Licensor to Customer as provided in Section 2 below.
(f) “Licensed Software” means Licensor’s proprietary computer software program(s) provided for downloading and installation on Customer-controlled systems, and any Updates thereto made available to Customer by Licensor under this Agreement. For the avoidance of doubt, the Licensed Software excludes the Embedded Software and Mobile Software.
(g) “Licensor” means Vatn Systems, Inc.
(h) “Licensor Technology” means the Hardware, Software, and Documentation.
(i) “Mobile Software” means Licensor’s proprietary mobile plug-in that can be downloaded on Android mobile devices and used in connection with the Android Team Awareness Kit (ATAK-CIV) and Android Tactical Assault Kit for Military (ATAK-MIL) developed and made available by the U.S. Department of Defense, and any Updates thereto made available to Customer by Licensor under this Agreement.
(j) “Order Form(s)” mean the document(s) by which the Customer orders the Hardware or Software and any related services, as applicable, and which are executed by the parties, including any terms and conditions attached thereto or referenced therein.
(k) “Software” means the Embedded Software, Licensed Software and Mobile Software . “Software” will not include any software owned by a third party (“Third Party Software”), even if it is embedded or installed on Hardware or otherwise delivered by Licensor to Customer. Customer must procure a license to use any and all Third-Party Software from the licensor thereof prior to any use of such Third-Party Software.
(l) “Updates” means maintenance releases, bug fixes, technological fixes, feature enhancements or improvements, theme upgrades, and other changes made to, and entirely new versions of, the Software.

2. Licenses.
(a) Embedded Software. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to use the Embedded Software to operate the Hardware containing such Embedded Software in object code form only as delivered pursuant to this Agreement for Customer’s internal business purposes.
(b) Licensed Software. If an Order Form between Licensor and Customer contemplates the provision of any Licensed Software to Customer, then subject to the terms and conditions of this Agreement, Licensor hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to download, install and use a single copy of such Licensed Software set forth in the Order Form in object code form only for Customer’s internal business purposes in connection with its use of the Hardware.
(c) Mobile Software. If Customer purchases an autonomous underwater vehicle from Licensor, then subject to the terms and conditions of this Agreement, Licensor hereby grants to Customer a non-exclusive, non- transferable non-sublicensable right and license to download, install, and use the Mobile Software on one (1) or more mobile devices in object code form only for Customer’s internal business purposes.
(d) Documentation. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to use the Documentation in connection with its use of the Hardware and Software.
(e) Reserved Rights. Any rights not expressly granted in Sections 2(a)-(d) above are reserved by Licensor. Without limitation of the foregoing, Licensor reserves the right to license the Licensor Technology to others on such terms as Licensor may establish in its sole discretion. Customer acknowledges that no exclusive right of any kind is granted to Customer by the terms of this Agreement.

3. Limitations and Restrictions. It is expressly understood and agreed that the Licenses are subject to the following limitations and restrictions: (a) Customer may not use the Embedded Software except to operate the Hardware containing such Embedded Software for Customer’s internal business purposes; (b) Customer will use the Software solely in accordance with the Documentation; (c) Customer may not distribute the Licensor Technology, or any copy thereof, by transfer, lease, loan, or any other means, or make it available for use by others in any manner, including without limitation by any time-sharing, service bureau, or similar arrangement; (d) Customer will not remove, obliterate, obscure, or conceal the proprietary notices or legends which appear on the Licensor Technology; (e) Customer has no right to obtain or have access to the source code or systems and programming documentation of the Licensor Technology or any part thereof; (f) the Licensor Technology and all information related thereto will be subject to Customer’s obligations of confidentiality under Section 10(b) below; (g) Customer may not alter, modify, adapt, or create derivative works from the Licensor Technology; (h) Customer may not decompile, disassemble, translate, or otherwise reverse engineer the Licensor Technology or any part thereof (except as is expressly permitted by the Hardware operating manual provided by Licensor); (i) Customer may not use the Licensor Technology to create any product or service competitive to the Licensor Technology; and (j) Customer may not share or publish the results of any benchmarking or performance testing, and/or compatibility analysis of the Licensor Technology without Licensor’s prior written consent. Without limiting the foregoing, under no circumstances will Customer open the pressure vessels included within or as part of the Hardware.

4. Data. Customer acknowledges that the Software collects data and information from the Hardware and from Customer’s use of the Software (the “Data”), including, without limitation, geolocation data, Hardware performance data, and usage data. The Data will be owned by Licensor, which Licensor may use and disclose freely for any purpose notwithstanding any provision of this Agreement to the contrary.

5. Other Obligations of Customer.
(a) Compliance with Law. Customer will comply with all laws (including federal, state, and local laws and regulations, orders, and ordinances) now or hereafter enacted, of any jurisdiction in which performance occurs or may occur hereunder. Without limitation, Customer hereby acknowledges that the rights and obligations of this Agreement are subject to the laws and regulations of the United States relating to the export of products and technical information, and Customer will comply with all such laws and regulations. Customer will be solely responsible for its violations of any of the foregoing.
(b) Trade Controls. Customer acknowledges that this Agreement and the Licensor Technology and any related services provided by Licensor (as specified herein) are subject to trade, import, export control and economic sanctions laws and regulations, including, without limitation, the U.S. Export Administration Regulations (“EAR”), the U.S. International Traffic in Arms Regulations (“ITAR”), the sanctions laws, statutes, regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or U.S. Department of State, and any other applicable trade, import, export control or economic sanctions laws and regulations (collectively, the “Trade Controls”). Customer agrees to comply with all applicable Trade Controls and shall not take any action that will cause any party to this Agreement, including Licensor, to violate or be subject to penalty or other adverse consequences under any Trade Controls. Without limiting the foregoing, Customer acknowledges that it is solely responsible for compliance with all applicable Trade Controls in its use of the Licensor Technology and any related services provided by Licensor (as specified herein), and agrees not to (i) export, reexport, distribute, sell, lease, transfer, assign or otherwise dispose of the Licensor Technology, or any service related thereto, to, on behalf of or for the benefit of any person, entity, country or region in violation of Trade Control Laws; or (ii) otherwise engage in any transaction, act, dealing or practice in connection with or relating to the Licensor Technology that would violate, cause Licensor to violate or expose Licensor to adverse consequences under Trade Controls. Customer represents and warrants that it is not (x) identified on any list of prohibited or restricted parties promulgated under Trade Controls, including without limitation the OFAC Specially Designated Nationals and Blocked Persons List; (y) located, operating, organized or resident any country or territory that is the subject or target of comprehensive economic sanctions or embargoes under Trade Control Laws (currently including Cuba, Iran, North Korea and the Crimea, so-called Donetsk People’s Republic (DNR) and so-called Luhansk People’s Republic (LNR) regions of Ukraine; or (z) owned or controlled by, or acting for or on behalf of, any of the foregoing.
(c) Verification. Licensor may electronically or manually inspect Customer’s use of the Licensor Technology to verify Customer’s compliance with the provisions of this Agreement. Any inspection will be conducted during Customer’s normal business hours so as not to unreasonably interfere with Customer’s business activities.

6. Customer Obligations; Disclaimer.
(a) Customer is solely responsible for ensuring that it is in compliance with all applicable legal requirements for the use of the Licensor Technology and operation of the vessel in which it is installed. Customer represents, warrants and covenants that it will, at all times, comply with all applicable local, state, national, and international laws and regulations related to the use of the Licensor Technology and operation of the vessel in which it is installed. Customer will obtain and maintain all necessary licenses, consents, and authorizations of any kind. Customer acknowledges that Licensor is acting as a licensor and application service provider for software and hardware, and that Licensor does not have any obligation or responsibility to review any products or other deliverables provided or used by Customer when integrating the Licensor Technology to determine whether its use may result in liability to Customer, Licensor, or any third party.
(b) The Licensor Technology is intended to be used for autonomous underwater vessel operation by a knowledgeable and qualified operator with naval or navigational knowledge, experience, or judgment. Customer represents, warrants and covenants that, during all times of use of the Licensor Technology and the operation of the vessel in which it is employed, it will closely monitor the Licensor Technology, and its environment to ensure safe and accurate performance of the Licensor Technology. Customer further acknowledges that it retains the responsibility to use notices to mariners, caution, sound judgement, and proper navigational skill when operating a vessel and using the Licensor Technology.
(c) TO THE FULLEST EXTENT ALLOWED BY LAW, EXCEPT AS EXPRESSLY SET FORTH IN LICENSOR’S TERMS AND CONDITIONS OF SALE THAT APPLY TO THE APPLICABLE ORDER FORM, (I) LICENSOR DOES NOT MAKE ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER, ANY OF ITS AFFILIATES OR ANY OTHER PARTY WITH RESPECT TO THE LICENSOR TECHNOLOGY, OR ANY SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY; AND (II) THE LICENSOR TECHNOLOGY AND ACCOMPANYING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” INCLUDING WITH ALL FAULTS AND ERRORS AS MAY OCCUR THEREIN. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH ABOVE, ANY WARRANTY, CONDITION, OR REPRESENTATION, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITH RESPECT TO OPERABILITY, USE, ACCURACY, VALIDITY, MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED. LICENSOR DOES NOT WARRANT THAT THE LICENSOR TECHNOLOGY WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR THAT THE LICENSOR TECHNOLOGY WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. THE USE OF THE LICENSOR TECHNOLOGY IS AT THE SOLE DISCRETION AND RISK OF THE CUSTOMER AND/OR ITS EMPLOYEES, AGENTS, SUBCONTRACTORS, SUCCESSORS, AND ASSIGNS. LICENSOR DOES NOT MAKE ANY WARRANTIES REGARDING THIRD PARTY SOFTWARE; WHICH MAY BE SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND THE LICENSOR OF SUCH THIRD-PARTY SOFTWARE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ANY THIRD- PARTY SOFTWARE AND ANY FAILURE THEREOF. Some states may not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to you. This Agreement gives Customer specific legal rights and obligations, and Customer may also have other legal rights or obligations which vary from state to state.
(d) The law regarding warranties can vary from state to state, and Customer may have other legal rights or obligations existing under state law.

7. Related Services.
(a) Professional Services. This Agreement does not provide for the performance of any installation, training, customization, support, maintenance, or other services with respect to the Licensor Technology. Licensor will have no obligation to provide, and Customer will have no right to receive, any such services except as may be provided in a separate Statement of Work signed by a duly authorized officer of Licensor and Customer (each, an “SOW”). Except as set forth in a written agreement signed by Licensor, any services performed by Licensor for Customer or at Customer’s request will be subject to the fees set forth in the applicable SOW.
(b) Software Updates. As part of the service and use of the Software, Licensor may from time to time choose, in its sole discretion, to make available Updates to the Software to Customer. Customer agrees to utilize any such Updates, as required by Licensor. Any new features that augment or enhance the Software, will be subject to the terms and conditions contained herein. Continued use of the Software will constitute Customer’s consent to such changes.

8. Indemnification.
(a) By Customer. To the fullest extent allowed by law, Customer hereby agrees to indemnify and hold harmless Licensor and its employees, agents, successors, and assigns, from and against any and all loss, damage, liability, and expense arising out of, in connection with, or resulting from any claim that may be made against Licensor by any person to the extent resulting from: (i) the failure of the Customer to comply with its obligations under this Agreement or any breach of Customer’s covenants herein; (ii) any negligent, reckless, or willful acts or omissions of Customer or its employees, agents, subcontractors, successors, or assigns; (iii) any modification or improper use of the Licensor Technology by any or on behalf of Customer or its employees, agents, subcontractors, successors, or assigns; (iv) any knowing violation of the law on the part of the Customer or its employees, agents, subcontractors, successors, or assigns; (v) any action or conduct, direct or indirect, by Customer that causes Licensor to violate or be in violation of any applicable law, including applicable Trade Controls; and (vi) installation of any Licensor Technology.

9. Limitation of Liability. LICENSOR’S AND ITS THIRD-PARTY VENDORS’ MAXIMUM TOTAL LIABILITY FOR ALL MATTERS ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE PRODUCT PURCHASE PRICE PAID TO THE LICENSOR. IN ANY EVENT, NEITHER LICENSOR NOR ANY OF ITS THIRD-PARTY VENDORS WILL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATED TO THIS AGREEMENT, EVEN IF LICENSOR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. Some states may not allow the exclusion or limitation of liability or certain damages, so the above limitation or exclusion may not apply to Customer. This Agreement gives Customer specific legal rights and obligations, and Customer may also have other legal rights or obligations which vary from state to state.

10. Proprietary Rights and Confidentiality.
(a) Proprietary Rights. The Licensor Technology and all proprietary rights therein, including without limitation any and all Intellectual Property Rights with respect to any of the Licensor Technology, will be and remain at all times the property of Licensor, and Customer will have no right, title or interest therein except as expressly provided herein. The foregoing will also apply to any derivative works of or improvements to any of the Licensor Technology that are made either by Licensor or by Customer, or by any person under contract to either of them.
(b) Confidentiality. For purposes hereof, “Licensor Proprietary Information” will mean (i) the Licensor Technology, (ii) the Data, (iii) the terms and conditions of any non-public agreements between the parties hereto and all Licensor quotations, and (iv) any other information that is disclosed by Licensor to Customer which, under the circumstances of disclosure, ought to be treated as confidential, provided that “Licensor Proprietary Information” will not include any such information that (A) is generally known to the public or in the trade, or becomes so generally known without breach of this Agreement by Customer; (B) is shown by written record to have been known to Customer without restriction prior to its disclosure by Licensor hereunder; or (C) is disclosed to Customer without restriction of confidentiality by a third party who is not in breach of an obligation of confidentiality to Licensor in making such disclosure. Customer acknowledges that the Licensor Proprietary Information constitutes trade secrets and proprietary information of great value to Licensor. Customer willkeep confidential the Licensor Proprietary Information and all copies or physical embodiments thereof in its possession, and will limit access to the Licensor Proprietary Information to those of its personnel who (x) have a demonstrable need for such access in connection with Customer’s use of the Licensor Technology as permitted by this Agreement and (y) have executed written confidentiality agreements establishing protection for the Licensor Proprietary Information reasonably equivalent to the provisions of this Section 10(b). Customer will not use any part of the Licensor Proprietary Information in any manner other than as expressly authorized under this Agreement or otherwise in writing by Licensor. Customer will secure and protect the Licensor Proprietary Information and any and all copies thereof in its possession through security measures at least as protective as those used by Customer to maintain the security of its own proprietary source code and information of a similar nature and value, and in any event no less than a reasonable degree of security. If Customer has entered into a nondisclosure agreement with Licensor and there is a conflict between a term or condition of this Agreement and a term or condition in such nondisclosure agreement, the term or condition that is more protective of the Licensor Proprietary Information will govern.

11. Term and Termination.
(a) Term. The term of the Licenses and of this Agreement will extend until termination of this Agreement under Section 11(b).
(b) Termination. Customer will be deemed to be in default under this Agreement, and Licensor may terminate this Agreement in whole or in part by written notice to Customer, in the event of the occurrence of any of the following: (i) if Customer uses, reproduces, distributes, or sublicenses, as applicable, any of the Licensor Technology in any manner not authorized by the Licenses granted herein; (ii) if Customer assigns, attempts to assign or is deemed to have assigned this Agreement in violation of Section 12 below; (iii) if Customer breaches this Agreement and does not cure such breach within thirty (30) days after written demand by Licensor; or (iv) if Customer makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, or if a petition in bankruptcy is filed against Customer and is not dismissed within 30 days after the filing, or if a receiver or trustee is appointed for all or any part of the property or assets of Customer
(c) Rights and Obligations on Termination. Upon any termination of this Agreement the Licenses granted under this Agreement will terminate, and Customer will immediately cease all use of the Software and Documentation and return to Licensor all copies, notes, memoranda, and other tangible embodiments of Licensor Proprietary Information in its possession or under its control, or destroy all such tangible embodiments and certify such destruction in writing to Licensor. Upon such termination, all rights and obligations of the parties under this Agreement will cease except that (i) Customer will remain obligated to make any payment due or to become due under this Agreement; (ii) Customer’ obligations under Section 10(b) will continue and survive such termination; and (iii) the provisions of Sections 1, 4, 5, 6, 8, 9, 10, 11(c), 11(d), and 13 will remain in effect.
(d) The termination of this Agreement or any License will not limit either party from pursuing any other remedies available to it, including injunctive relief.

12. Assignment. Except as set forth in the applicable Order Form, Customer may not assign this Agreement, or transfer or sublicense any of the rights granted herein, in whole or in part, without the prior written consent of Licensor, which consent may be withheld at the sole discretion of Licensor. For any assignment, transfer or sublicense permitted by the applicable Order Form, Customer agrees to provide written notice to Licensor at least ten (10) business days prior to such assignment, transfer or sublicense, including the anticipated date of the transfer, identifying information about the anticipated assignee, transferee or sublicensee and any other information as may be requested by Licensor. Any attempt by Customer to assign, transfer, or sublicense any of the rights, duties, or obligations of this Agreement without Licensor’s consent (or appropriate notice to Licensor, if applicable), will be null and void. Any attempted assignment, delegation or transfer by you in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

13. General. Licensor will have no liability under this Agreement for Licensor’s failure or delay in performing any of the obligations imposed by this Agreement to the extent such failure or delay is the result of any event beyond Licensor’s control. This Agreement contains the entire understanding of the parties about its subject. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. This Agreement may not be amended or modified, in whole or part, except by a writing signed by duly authorized representative of both parties. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the party making the waiver. Any such waiver will be narrowly construed to apply only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Nothing in this Agreement will be construed to place Licensor and Customer in an agency, employment, franchise, joint venture, or partnership relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, either expressly, implicitly, or otherwise. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, to the extent consistent with the intent of the parties as of the effective date hereof. If any provision or part of this Agreement will, to any extent, be or become invalid, illegal, or unenforceable, the remainder of this Agreement will continue in effect, and every other provision of this Agreement will remain valid and enforceable to the full extent permitted by applicable law. In such event, the invalid or unenforceable provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, to the extent consistent with the intent of the parties as of the effective date hereof. All notices under or related to this Agreement will be in writing and will reference this Agreement. Notices will be deemed given when: (i) delivered personally; (ii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth on the Order Form or such other addresses designated pursuant to this Section 12. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, and specifically excluding from application to this Agreement the United Nations Convention on the International Sale of Goods. Any legal proceedings under or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Rhode Island. Each party submits to the personal jurisdiction of, and waives any objection against jurisdiction by, such courts.