Supply Agreement, dated as of September 8, 2021, by and between Griid Infrastructure LLC and Intel Corporation

Addendum A

Terms and Conditions of Sale

Addendum B

BZM2 Ordering, Pricing. and Related Terms

Addendum C

BZM2 SKU Product Specifications

Addendum D

BZM2 Reference Design Materials

Addendum E

BZM2 Reference Design Materials license

[***]

[***]

/s/ [***]

/s/ Trey Kelly

Definitions. The following definitions have the meaning as defined below:

“Affiliate” of a Party means any entity that Controls, is Controlled by, or is under common Control with, such Party. “Control” means direct or indirect ownership through one or more intermediaries, of more than 50% of an entity’s voting capital or other voting rights.

“Company Products” mean products developed or manufactured by or for Company that include or use BZM2 or other [***] Products, excluding Intel Products.

“[***] Products” means Intel Products which are application specific Integrated Circuits designed specifically for processing SHA-256 cryptographic hash functions and associated software.

“BZM2” means [***], the second-generation [***] Product.

“CNDA” means the Corporate Non-Disclosure Agreement between Intel and its Affiliates and Company and its Affiliates (CNDA#cnda017251 dated January 15, 2021).

“Confidential Information” has the same meaning as provided in the CNDA.

“Copyrights” means all worldwide copyrights, copyright applications, copyright registrations, or any right analogous to those described in this definition in foreign jurisdictions.

“Feedback” means Company’s inputs, comments, responses, opinions, errata or other content regarding [***] Products, Reference Design Materials, PRM or other Intel Products or Intel’s Technologies provided to Intel during the term of this Agreement.

“Force Majeure” means a cause beyond a Party’s reasonable control, including acts of nature, fire, theft, war, riot, labor or material shortage, supplier capacity constraints, embargoes, acts of government, or acts of civil or military authorities.

“Integrated Circuit” means an integrated unit comprising one or more active or passive electronic or optical circuit elements associated on one or more substrates, such unit forming, or contributing to the formation of, a circuit for performing electrical or optical functions, including, if provided therewith, packaging, housing, or supporting means and any and all firmware, microcode or drivers, if needed to cause such circuit to perform substantially all of its intended hardware functionality, whether or not such firmware, microcode, or drivers are shipped with such integrated unit or subsequently provided by Intel and installed at a later time.

“Intel Products” means any products developed or manufactured by or for Intel, including but not limited to Integrated Circuits.

“Order” means a request from Company to buy Products from Intel. The request may be in the form of a purchase order or an electronic order placed through a business-to-business electronic system.

“Order Acknowledgement” means a confirmation provided to Company from Intel confirming that your Order has been accepted. Intel may provide an Order Acknowledgement in writing, by e-mail or via a business-to-business electronic system.

“Reference Design Materials” is defined in an Addendum E, and described in an Addendum D.

Dispute Resolution.

Resolution Procedure. Any dispute arising out of or relating to this Agreement (including any of the Addenda hereto), whether based on contract, tort, or any other legal or equitable theory, will be resolved as follows: Either Party may notify the other Party of the dispute, and provide a reasonably detailed description of the basis for the dispute as well as relevant supporting documents. Senior management of each Party will then attempt to resolve the dispute. If the Parties do not resolve the dispute within 45 days of the initial dispute notice, either Party may provide notice of its demand for formal dispute resolution through non-binding mediation Within 30 days after the form al dispute resolution demand, the Parties will meet for one day with an impartial mediator selected by mutual agreement and consider dispute resolution alternatives other than arbitration. If the Parties cannot agree on a mediator, they will each select one nominator, who must not at that time be employed by either Party, and the two nominators will agree on and appoint the mediator. If the Parties do not resolve the dispute or agree on an alternative method of dispute resolution within 60 days after the formal dispute resolution demand, either Party may begin formal proceedings.

Injunctive Relief. Either Party at any time may seek a preliminary injunction or other provisional equitable remedies against the other Party for misappropriation of trade secrets or breach of confidentiality obligations without complying with the dispute resolution process in Section 2.1.

Confidentiality.

Confidential Information of each Party disclosed in the course of performance of this Agreement (including any of the Addenda hereto) will be disclosed in accordance with and subject to the CNDA and this Agreement.

The Parties specifically agree that this Agreement and its existence are the Confidential Information of each Party individually under the CNDA.

The Parties specifically agree that Company’s (but not Company’s Affiliates’) prospective investors, financing sources, and acquirers related to a SPAC Transaction (as defined below) will be deemed “Covered Persons” under the CNDA.

No Reliance.

Other Activities. Subject to the terms set forth in this Agreement, either Party may evaluate, independently develop or market technology or products similar to those that are the subject of this Agreement Each Party may have similar agreements with others provided those agreements do not result in such Party’s breach of this Agreement. Subject to the terms set forth in this Agreement each Party is permitted to design, develop, manufacture, acquire, or market competitive products and services, and conduct its business in whatever way it chooses.

Responsibility for Own Costs. Unless otherwise expressly stated in this Agreement, each Party is responsible for its own costs and expenses related to the formation and negotiation of this Agreement.

Term, Termination, and Survival.

Term. This Agreement is effective on the Effective Date and will continue until the fourth anniversary of the Effective Date, unless otherwise terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, this Agreement shall automatically renew for one additional one-year period (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either Party provides the other Party with written notice of its intent not to renew this Agreement not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term.

Termination. Either Party may terminate this Agreement by giving written notice to the other Party if the other Party materially breaches any of the terms of this Agreement and fails to remedy such material breach within sixty (60) days of receipt of written notice of such breach from the non-breaching Party. The Parties may also have options to terminate as described in the Addenda; such options will be exercised in accordance with this Section 5.2, unless otherwise specified with respect to that option in the Addenda.

Survival. Unless otherwise stated in this Agreement, Sections 1, 3, and 5.3 of this Agreement survive the expiration or termination of this Agreement by either Party for any reason. Sections of Addenda A, F, and G survive the expiration or termination of this Agreement by either Party for any reason, in accordance with their own respective survival terms in each Addendum.

Assignment.

Except as otherwise provided in the Addenda, either Party may assign, in whole, or delegate its rights and/or obligations, or any part of such rights or obligations, under this Agreement to any or all of its Affiliates provided the Party shall remain liable hereunder notwithstanding any such assignment or delegation. Otherwise, neither Party may assign any rights or delegate any duties under this Agreement without the prior written approval of the other Party

Any attempt to assign any rights, duties or obligations hereunder in contravention of this Section 5.4 will be a material breach of this Agreement and the other Party may, in addition to all other available remedies, declare the assignment null and void This Agreement will bind and inure to the benefit of the respective Parties and their permitted successors and assigns. Upon assignment of this Agreement, the assigning Party must ensure that any permitted assignee has a non-disclosure agreement with each Party which is at least as restrictive as the CNDA covering Confidential Information disclosed pursuant to this Agreement.

If Company is subject to a Change of Control, Company may request from Intel the right to assign this Agreement in its entirety to the surviving entity in the Change of Control. Company must notify Intel of the pending Change of Control at least thirty (30) days prior to the effective date of the Change of Control. Intel may agree or deny the request for assignment in accordance with its then-applicable internal approval process, provided however, that Intel agrees not to unreasonably withhold its approval. For purposes of this Agreement, a Change of Control occurs if: (1) any person or group shall come to own, directly or indirectly, beneficially or of record, voting securities representing more than 50% of the total voting power of Company; (2) Company merges with or into some third party if Company is not the surviving entity following such merger; (3) Company becomes a subsidiary of some third party; or (4) the entire business or assets of Company are acquired by any third party.

Notwithstanding anything in this Section 5.4 to the contrary, the Parties specifically agree that Company may, with only prior written notice to Intel, assign this Agreement to the surviving entity of a merger or acquisition transaction (“SPAC Transaction”) between the Company and a special purpose acquisition company (“SPAC”) if, and only if, (a) the SPAC does not have any existing operations during the three month period prior to and including the date of the SPAC Transaction and (b) no material equity interest in or to the SPAC is directly or indirectly held, either prior to or immediately after the SPAC Transaction, by the manufacturer of products competitive with any Intel products. In addition, following any assignment of this Agreement as permitted by this Section 5.4.4, Intel will have the right to terminate this Agreement upon notice to the surviving entity of the SPAC Transaction if a material equity interest in or to the SPAC is acquired by the manufacturer of products competitive with any Intel products. For the purposes of this Section 5.4.4, a “material equity interest” means any equity interest required to be reported under applicable laws and/or SEC regulations and includes without limitation, stock, warrants, options, debt and any other security interest in or to the SPAC.

Relationship of Parties. Intel and Company are independent contractors. Neither Party may create any obligations on the other, or bind the other to any contract, agreement or undertaking with any third Party. Nothing in this Agreement or any Addenda will create a partnership, joint venture, employment, or agency relationship between the Parties. Unless expressly provided in this Agreement or any Addenda, neither Party is obligated to announce or market any products or services or commercialize any technology.

Entire Agreement. The terms and conditions of this Agreement, including its Addenda with their specific scopes of coverage, constitute the entire agreement between the Parties, and merge and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, with respect to the subject matter of this Agreement. Each Party acknowledges and agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely

Notices. All notices required or permitted to be given in this Agreement or any Addenda will be in writing, will make reference to this Agreement, and will be delivered by hand, or dispatched by prepaid air courier, by email transmission, or by registered or certified airmail, postage prepaid, to the address specified below. Such notices will be deemed served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery Any Party may give written notice of a change of address and, after notice of such change has been received by the other Party, any notice will thereafter be given to the first Party at such changed address.

Trade Compliance. Both Parties acknowledge that the products, services, or technical data that are the subject of this Agreement may be subject to export controls under U.S and other applicable government laws and regulations. Both Parties will com ply with these laws and regulations governing export, re-export, import, transfer, distribution, use, and servicing of such products, services, or technical data, and agree to obtain all required government authorizations. Neither Party may sell or transfer any product, service, or technical data that is the subject of this Agreement to any entity listed on a denial order published by a government agency either in the U.S. or another country, or a country subject to sanctions imposed by a government agency, without first obtaining a license or authorization. Neither Party will use, sell, or transfer product, service, or technical data that is the subject of this Agreement for purposes prohibited by any government agency either in the U.S. or another country, including, without limitation, the development, design, manufacture, or production of nuclear, missile, chemical or biological weapons, unless authorized by a specific license.

Publicity. Neither Party may use the name of the other in any advertising or other form of publicity without the prior written permission of the other. If Intel issues or approves a press release regarding BZM2 with another customer, Intel will either include Company in that press release or provide Company the opportunity to participate in or conduct, with Intel’s approval, a similar press release announcement regarding BZM2 within thirty (30) days of the other announcement.

Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and any Party to this Agreement may execute any counterpart, each of which when executed and delivered will constitute an original and all of which counterparts taken together will constitute one instrument. The Parties agree that facsimile or electronic transmission of original signatures constitute and will be accepted as original signatures.

Represented by Counsel. Each Party has been represented by counsel, or has had the opportunity to be represented by counsel, during the negotiation and execution of this Agreement.

DISCLAIMER OF WARRANTIES. Except as provided otherwise in the relevant Addendum, the developments and technology provided by Intel is “AS IS” and without warranties of any kind, express, implied, or statutory, including those regarding merchantability, fitness for any particular purpose, non-infringement, or any warranty arising out of any course of dealing, usage of trade, proposal, specification, or sample.

Order of Precedence. In the event of a conflict between this Agreement and any attached Addendum, the order of precedence shall be: Addendum B, Addendum A and then this Agreement,

Conditions: these Intel standard terms and conditions that apply to all sales of Products to you.

Hardware: Intel-branded tangible equipment, devices, components or parts provided to you under the Agreement.

Intel: Intel Corporation and its majority owned subsidiaries.

IP Blocks: reusable units of logic, cell, or chip layout design that are the technology of an entity other than Intel.

Personal Information: any information that may identify an individual and is provided to the other party in connection with the sale and purchase of the Products.

Price List: a list of Products and prices specified in, or in an exhibit to, the Addendum B applicable to the Products or as otherwise provided and made available to Company from time-to-time by Intel in writing.

Product/Products: Hardware and/or Software provided to you under the Agreement.

Purchasing Entity: You, your affiliate, subsidiary, parent or agent that may purchase Products from Intel.

Services: any Hardware or Software installation, customization, maintenance, repair, technical data and other support services for Products that are provided by Intel to you as a part of any Order.

Software: machine-readable instructions as provided to you under the Agreement.

Standard: any generally recognized technology or technical standard promulgated, distributed, specified, or published by an entity whose activities include developing, coordinating, promulgating, amending, reissuing, or otherwise producing standardized technology specifications or protocols for adoption by product manufacturers or the public. “Standards” includes “de facto” technology or technical standards that are initially introduced by one or more entities, which then become more widely adopted by others in other products; includes features characterized as “mandatory,” “optional,” and their equivalents; and includes versions characterized as “draft “ Examples of Standards include GSM, GPRS, EDGE, CDMA, UMTS, LTE, WCDMA, WiFi (also known as 802.11[x]), Bluetooth (also known as 802.15. 1), and de-facto standards such as HTML or VHS (video). Examples of entities that promulgate, distribute, specify or publish Standards include the IEEE, ITU, 3GPP, ETSI, and the USB implementers’ Forum.

Transaction Taxes: all taxes applicable to the sale or the purchase of the Products under the Agreement, including sales and use taxes, value added taxes and other charges such as duties, customs, tariffs, imposts, and government imposed surcharges but excluding income taxes or taxes based on gross revenues or gross receipts.

Written Agreement: an agreement with you regarding Products, signed by an Intel Vice President, President, or CEO, or issued by Intel and accepted by you through Intel’s “Click-to-Accept” web interface.

you or your. the person or firm that buys or is provided Products in accordance with the Agreement.

Forecasting. Beginning November 2021, company will provide an 18-month rolling forecast to Intel each quarter Beginning December 2021, Intel will provide a supply response to Company’s forecast Company’s forecast and Intel’s supply response are for planning purposes only and are non-binding.

BZM2 Supply Reservation and Deposit.

Supply Reservation Quantity (“Reservation Quantity”): [***] units

Supply reservation deposit (“Deposit”): $[***] USD due within ten (10) business days from the Effective Date of this Agreement. Section 5.2 of the Agreement notwithstanding, in the event payment of the Deposit is not timely received/made, Intel may elect to terminate the Agreement for material breach immediately upon written notice to Company. The Deposit requirement applies only to the Reservation Quantity and does not apply to BZM2 Orders beyond the Reservation Quantity.

Delivery Window for Reservation Quantity (“Delivery Window”): [***] – May of 2023.

Deposit Credit, Refund and Forfeiture.

The Deposit will be applied as a credit to the purchase price of BZM2 on accepted Orders for delivery during the Delivery Window. The Deposit will be credited at a rate of $[***] per unit.

Provided Company has not declined any BZM2 units offered by Intel for delivery during the Delivery Window and Intel does not provide Order Acknowledgements for the full Reservation Quantity prior to [***], Intel will refund any remaining Deposit balance not credited towards open Orders The refund will be paid by [***]. See example B in the table below.

Provided Intel has offered Company BZM2 units for delivery during the Delivery Window equal to or greater than Reservation Quantity by [***], Company will forfeit any remaining Deposit balance not credited towards an open Order. The Deposit will be forfeited as of [***]. See example C in the table below.

If Company has declined BZM2 units offered by Intel for delivery during the Delivery Window and Intel has not offered Company BZM2 units equal to or greater than the Reservation Quantity, the amount of the Deposit refunded will be reduced by the number of BZM2 units declined by Company multiplied by $[***] See example D in the table below.

Examples

Reservation Quantity

Deposit

# units offered

# units ordered

Deposit used

Deposit forfeited

Deposit refunded

Allocation.

Until such time as the Reservation Quantity has been fulfilled or the Delivery Window has lapsed:

Intel will offer to Company for purchase the greater of (i) a pro-rata share (the “Pro-Rata Share”) of the Available Supply as determined based upon the amount of Company’s deposits as compared to the total of all deposits made by all other customers making deposits for the Available Supply, and (ii) [***]% of the Available Supply; and

In the event another customer that has made a supply reservation declines the share of the Available Supply offered to it for purchase, Intel will first make that customer’s share available to the non-declining customers that have supply reservations with Intel on a pro-rata basis as determined based upon the amount of each non-declining customer’s deposits as compared to the total deposits made by all non-declining customers

For a period of two (2) years after the Reservation Quantity has been fulfilled or the Delivery Window has lapsed, Intel will offer to Company for purchase a minimum of 25% of Available Supply provided:

Intel has no obligation to offer more than the volume forecasted by Company twelve (12) months in advance; and

Intel may reduce the percentage offered on a going forward basis based on Company’s average purchase percentage over the immediate prior 3 months By way of example:

After the period defined in Section 2.5.2 above, if Available Supply remains constrained, Intel will allocate Available Supply to Company on a fair and equitable basis as determined by Intel in a manner that takes into consideration, among other things, Company’s purchase volume over the preceding three (3) months as compared to the purchase volume of other customers and Company’s forecasted volume.

The term “Available Supply” means at least [***] % of the supply of BZM2 SKUs in Exhibit 1 to this Addendum offered by Intel for sale during any month.

Intel does not guarantee any volume or have any obligation to continue to manufacture any supply of the Products under this Agreement.

Purchase Commitment. During the Delivery Window, Company will purchase at least the Reservation Quantity from Intel.

SKUs and Pricing. See Exhibit 1 of this Addendum

Ordering.

Purchase Orders. Intel will notify Company when BZM2 supply is available for order as part of the next production release approximately six (6) months prior to the expected delivery date. Upon notification, Company will have ten (10) business days to place a non-cancellable Order for a quantity up to the amount offered by Intel Company’s Order will be split between the SKUs in Exhibit 1 to this Addendum based on the percentages provided by Intel based on its expected manufacturing output. In the event Company declines to purchase the full amount of supply offered by Intel, Intel may immediately offer that supply to other customers. Each Order is subject to the terms of this Agreement, in particular Addendum A (Terms and Conditions of Sale for [***]), and will specify the quantity, price, and shipment instructions.

Delivery and Quantities. Delivery dates and quantity availability, as described in Intel’s Order Acknowledgement, are an essential part of each Order, and Intel will make reasonable efforts to deliver the BZM2 units in accordance with the agreed dates, subject to Intel’s suppliers’ available capacity and manufacturing yield. You may reschedule a BZM2 shipment only once for a delivery date no later than 3 months from the originally scheduled delivery date. Company’s sole and exclusive remedy, and Intel’s sole and exclusive liability for a volume shortfall will be the refund of the pre-payment. The quantities for each SKU under each Order are estimates and will be adjusted prior to delivery to reflect the output from that recent manufacturing lot.

Option to cancel for shipment delay. If, for whatever reason, other than Force Majeure, Intel fails to ship the agreed quantity of BZM2 units within four months of the agreed shipment date, Company may notify Intel in writing and cancel any undelivered quantities in the affected shipment. Upon such a cancellation, Intel will refund Company’s pre-payment for the cancelled shipment. This cancellation does not affect other shipments of any other Order. Company’s sole and exclusive remedy, and Intel’s sole and exclusive liability for a volume shortfall against an accepted Order will be the refund of Company’s pre-payment.

Pre-PRQ Orders. Intel may offer BZM2 supply prior to Intel’s production release qualification process (“PRQ”) being completed for the purposes of providing Company early access to BZM2. Company acknowledges that Orders placed prior to PRQ are placed at Company’s sole risk and the delivered units may contain design, manufacturing, or quality flaws which may degrade the products performance or lifespan. If the units do not meet Intel’s PRQ requirements or they

Any offer of pre-PRQ units will not be included in determining the amount of supply offered by Intel during the Delivery Window when calculating any unused Deposit that is eligible for refund to Company or forfeiture to Intel. If Company chooses to purchase pre-PRQ units, the Deposit will be applied as a credit to those units purchased.

Payment.

Company Information. Company will provide customary financial information to Intel for the purposes of setting up a direct purchase account and completing a credit check.

Payment. Payment to Intel for each Order acknowledged will be due as follows:

[***]

[***]

Intel Banking Information for Payments

Performance

ASIC Power Efficiency

Package Size

Thermal Dissipation

Operating Temperature

Package Type

MSL Level

uHAST

High Temp Operating Storage

Temperature Cycling

Performance

ASIC Power Efficiency

Package Size

Thermal Dissipation

Operating Temperature

Package Type

MSL Level

uHAST

High Temp Operating Storage

Temperature Cycling

[***]

[***]

[***]

[***]

[***]

[***]

PURPOSE. Intel has invested substantial money and effort in creating the Reference Design Materials. Intel is making available to Company the Reference Design Materials, as described in Addendum D-1 of this Agreement, under the limited licenses set forth in Sections 3 and 4 of this Addendum.

DEFINITIONS.

“Intel Components” means all of the hardware and software products and components sold or distributed by Intel or its affiliates that Intel specifies in the Reference Design Materials. Intel Components includes Intel Products and BZM2.

“Intellectual Property Rights” means, all worldwide copyrights, Patents, trade secrets, and any other intellectual or industrial property rights, but excluding any trademarks or similar rights.

“Licensed Patent Claims” means only those claims of Intel Patents that are necessarily and directly infringed by implementation of the Reference Design Materials in Company Products, alone and not in combination with any other materials. Licensed Patent Claims do not include any claims of any Intel Patent:

that only are infringed by any portion of Company Products other than the portion that implements the Reference Design Materials alone and not in combination with anything else;

that are directed to semiconductors, semiconductor fabrication, or related processes;

that are subject to a RAND, FRAND or other similar licensing commitment to any standards or regulatory body;

that only are infringed by any third party components or software that may be identified or referenced in the Reference Design Materials; or

other than those claims specifically identified in this definition, even if contained in the same Patent as a Licensed Patent Claim.

“Patents” means all classes or types of patents (including, without limitation, originals, reexaminations, divisions, continuations, continuations-in-part, extensions or reissues), and applications for these classes or types of patents throughout the world.

“Reference Design Materials” or “RDM” means the reference designs and associated technical specification(s), including, but not limited to, design schematics, in the form that Intel specifies in

LIMITED LICENSES – DEVELOPMENT.

Copyright License. Intel hereby grants to Company a personal, non-transferable, non-exclusive, worldwide, royalty-free, revocable only under Section 13 of this Addendum, limited license, without the right to sublicense, only under Intel’s copyrights to internally reproduce a reasonable number of copies of the Reference Design Materials for the sole purpose of developing Company Products that include the Intel Components.

Trade Secret License. Subject to Company’s compliance with this Addendum E-1, Intel hereby grants to Company, for the term , a personal, non-transferable, non-exclusive, worldwide, royalty-free, revocable only under Section 13 of this Addendum, limited license, without the right to grant sublicenses or further disclose, only under Intel’s trade secrets that are expressly disclosed in the Reference Design Materials to internally use the Reference Design Materials for the sole purpose of developing Company Products that include the Intel Components.

Licensed Patent Claims License. Subject to Company’s compliance with this Addendum E-1, Intel hereby grants to Company, for the term, a personal, non-transferable, non-exclusive, worldwide, royalty-free, revocable only under Section 13 of this Addendum, limited license, without the right to grant sublicenses, only under the Licensed Patent Claims to internally make (other than making any Intel Components, other Intel products or third party components) and use an implementation of the Reference Design Materials for the sole purpose of developing Company Products that include the Intel Components.

LIMITED LICENSES – DISTRIBUTION.

Licensed Patent Claims License. Subject to Company’s compliance with this Addendum E-1, Intel hereby grants to Company , for the term , a personal, non-transferable, non-exclusive, worldwide, royalty-free, revocable only under Section 13 of this Addendum E-1, limited license, without the right to grant sublicenses, only under the Licensed Patent Claims to make (other than making any Intel Components, other Intel products or third party components), sell, and offer to sell the portion(s) of Company Products that implement the Reference Design Materials, provided that in order to be licensed under this Section 4.A Company Products must include the Intel Components. The license of this Section 4.A does not extend to the making of any Intel or third party hardware or software products, including Intel Components.

LICENSE RESTRICTIONS AND DISCLAIMERS.

Use of Subcontractors. Company may provide the Reference Design Materials to Company’s subcontractors to conduct work on Company’s behalf, subject to the following conditions:

Company will be solely responsible and liable for all acts or omissions of Company’s subcontractors; and

Company’s subcontractor has agreed that its works and Intellectual Property Rights created are owned and assigned to Company and any works of authorship are “works made for hire” under US copyright law and owned by Company.

Software. Intel will provide certain software necessary to enable proper function of [***] Products. To the extent software license terms are not specifically articulated in this Addendum or the Agreement, the terms of license will be included with the software. Intel grants to Company a non-transferable, non-exclusive, limited right and license:

Under Intel’s copyrights, to (i) make a reasonable number of copies and back-ups of all or any portion of the Software for Company’s own use, and to load data into and display, view or extract output results from, and otherwise operate any portion of the Software, without the right to sublicense (iii) when permitted and source code is provided, prepare derivative works of the Software, and to distribute such derivative works in accordance with the terms of this Addendum and Agreement (ii), without the right to sublicense this subclause (iii); and (iv) copy and distribute any documentation provided with the Software as is reasonably necessary for Company to realize the purpose for which the Reference Design Materials were provided by Intel; and

Under Intel’s Licensed Patent Claims (Software) (defined below in section 5.B.ii.(c)), to (i) make copies of the Software internally only, but this right does not include the right to sublicense; (ii) use the Software internally only, including in the manner set forth in this Addendum, but this right does not include the right to sublicense; and (iii) offer to distribute, and distribute, but not sell, the Software under the license under Intel’s copyright granted in this Section, and not as a sale, but this right does not include the right to sublicense;

OPEN SOURCE STATEMENT. The Software may include Open Source Software (OSS) licensed pursuant to OSS license agreement(s) identified in the OSS comments in the applicable source code file(s) or file header(s) provided with or otherwise associated with the Software. Neither Company nor any OEM, OEM, customer, or distributor may subject any proprietary portion of the Software to any OSS license obligations including, without limitation, combining or distributing the Software with OSS in a manner that subjects Intel, the Software or any portion thereof to any OSS license obligation. Nothing in this Addendum E-l limits any rights under, or grants rights that supersede, the terms of any applicable OSS license.

Restrictions. The licenses granted in Sections 3 and 4 are subject to the following restrictions.

Company may not alter, remove, or obscure any proprietary notices from the Reference Design Materials; and

Company may not modify or use any Reference Design Materials to exclude any of the Intel Components.

No Additional Licenses or Implied Rights. As an essential basis of the bargain in this Addendum E-1 and the Agreement, it is the mutual intention of the parties that:

Except as expressly provided in Sections 3 and 4, Intel grants no other licenses or rights to Company to any Intel Patents, copyrights, mask works, trade secrets, or other Intellectual Property Rights under this Addendum, expressly or by implication, estoppel, statute, or otherwise. As an essential basis of the bargain in this Addendum, it is the mutual intention of the parties that no authorizations, covenants, licenses, or rights are granted by Intel, expressly or by implication, estoppel, statute, operation of law or otherwise to any claims of any Intel Patents other than the Licensed Patent Claims;

Intel grants Company no authorizations, covenants, licenses, or rights to make or have made any Intel Products, including Intel Components, or third party products, even if referenced in the Reference Design Materials.

The consideration provided under this Addendum, as specified in this Addendum, is only for the licenses expressly granted to Company by Intel in Sections 3 and 4 of this Addendum. Any other rights from Intel, including but not limited to additional Patent rights, would require an additional license and additional consideration Nothing in this Addendum requires Intel to grant any such additional license.

[Reserved.]

Standards Based Technology. Company is responsible for obtaining any necessary licenses to standards-based technology that may be necessary for the manufacture, use, or sale of Company Products.

NO FUTURE COMMITMENT. This Addendum does not create a future business relationship, and Intel makes no commitment in this Addendum to use, purchase, sell, license, or further develop any products Company develops based on the Reference Design Materials or Intel Components Each Party will be responsible for its own expenses, charges, and costs under this Addendum.

OWNERSHIP. As between Intel and Company, the Reference Design Materials and all Intellectual Property Rights included in or related to the Reference Design Materials are owned by Intel or licensed to Intel by third parties and are duly protected by applicable laws of the United States and other countries, including copyright, trademark, Patent and other laws and international treaties. All right, title and interest in the Reference Design Materials remain the property of Intel. Company must not remove any copyright notices from the Reference Design Materials and must reproduce Intel’s and where applicable, third parties’, copyright notices on each copy of the Reference Design Materials.

NO SUPPORT. Intel has no obligation to maintain, update or support the Reference Design Materials. Intel agrees to respond to reasonable requests for information or support from Company, at no cost to Intel, for 3 months after the initial delivery of BZM2 units.

WARRANTIES.

Intel. NO WARRANTY. The Reference Design Materials are provided “as is” with 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. Intel makes no warranties or representations for any inability of Company to develop, manufacture, sell, or otherwise dispose of any products utilizing the Reference Design Materials.

Company. Company represents and warrants that that Company is solely responsible for making its own design decisions, and that Intel is not responsible for any regulatory compliance, quality, reliability, design, manufacturability, or operation of any product that Company may create.

LIMITATION OF LIABILITY. In no event are Intel or its affiliates liable for any damages whatsoever (including, without limitation, lost profits, loss of goodwill, business interruption, or lost information) arising out of the use of or inability to use the Reference Design Materials, even if Intel has been advised of the possibility of these damages. Some jurisdictions prohibit exclusion or limitation of liability for implied warranties or consequential or incidental damages, so the above limitation may not apply to Company. Company may also have other legal rights that vary from jurisdiction to jurisdiction. In no event will Intel’s total cumulative liability to Company and any damages arising from this Addendum exceed USD $500.

NON-ASSERT. Company agrees that Company will not assert any claim against Intel, alleging that the Reference Design Materials, products based on the Reference Design Materials, or any Intel Products, in whole or in part, infringe Company’s Patents.

CONFIDENTIALITY. In addition, Company will not use the Reference Design Materials for any other purpose other than stated in this Addendum E-1, including, without limitation, any “Patent-Mining” activities or analyses. For example, Patent-Mining activities include: (a) filing any Patent on the basis of the Reference Design Materials or amending any Patent on the basis of the Reference Design Materials; (b) using the Reference Design Materials as a basis for preparing claim charts or asserting any claims alleging infringement of any Patents; and (c) establishing the basis for any alleged or claimed infringement of Patents in any legal proceeding.

TERM AND TERMINATION.

Term. This Addendum begins on the Effective Date and continues as long as Company uses the Reference Design Materials, unless earlier terminated by Intel as set forth in this Section 13.

Termination by Intel. Intel may suspend this Addendum, including the licenses in Sections 3 and 4, at any time upon written notice to Company if (a) Company has failed to take reasonably effective steps to cure within sixty (60) days of notice thereof from Intel material breaches of this Addendum; or (b) if Company asserts any claim alleging that any Intel Components, the Reference Design Materials or any product based on any Intel Components or the Reference Design Materials infringes any of Company’s Patents. Intel agrees to promptly withdraw the suspension once Company has taken reasonable effective steps to cure the issues above. During a suspension, this Addendum remains in full effect If Company has not taken reasonably effective steps to cure the issues above within six (6) months of Company’s receipt of Intel’s notice of suspension, Intel has the option to terminate this Addendum, in its sole discretion.

If Intel terminates this Addendum E-1 pursuant to section 13.B., the licenses to Company in Sections 3 and 4 of this Addendum E-1will immediately terminate and Company must immediately cease all use and access to the Reference Design Materials. In the event of termination for any reason, Company will promptly return or destroy the Reference Design Materials and all copies of them, in whole or in part, in its possession.

Survival. The following provisions will survive the expiration or any termination of this Addendum E-1: Sections 2, 5—13.

GENERAL.

No Agency. No agency, franchise, partnership, joint-venture, or employee-employer relationship is intended or created by this Addendum.

U.S. Government Rights. The technical data and computer software covered by this license is a “Commercial Item,” as such term is defined by the FAR 2.101 (48 C.F.R. 2.101).

Export Laws. Company agrees it will not export, either directly or indirectly, any product, service or technical data or system incorporating the Reference Design Materials without first obtaining any required license or other approval from the U.S. Department of Commerce or any other agency or department of the United States Government In the event Company exports any product from the United States or re-export from a foreign destination, Company will ensure that the distribution and export/re-export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government Company agrees that neither Company nor its Affiliates will export/re-export any technical data, process, product, or service, directly or indirectly, to any country for which the United States government or any agency thereof or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining such license or approval.

Severability. If any provision of this Addendum is determined by a court to be unenforceable, either Party may terminate this Addendum in their entirety or only as to the unenforceable provision, at the terminating Party’s option.