Amendment #10 to Authorized Technology Partner Program Agreement No. ANT76 by and between Electro Rent Corporation ("Electro Rent") and Keysight Technologies, Inc. ("Keysight")

    ER shall transfer to Keysight [***] and hereby authorizes Keysight to [***]. Notwithstanding the Agreement Regarding Confidentiality Information signed by ER on April 23, 2015 and by Keysight on April 25, 2015, Keysight is permitted to [***], without restriction, and for any purpose including but not limited [***].

In exchange for[***], Keysight will use reasonable commercial efforts to [***] of the net sale amount for [***]. Keysight will only compensate ER for Products and Services available under the Agreement. Keysight’s obligation to pay ER for orders received [***], shall not exceed [***]. Keysight shall issue a check for the amount owed ER on before August 1, 2015. If Keysight compensates ER for a sale that ultimately proves uncollectible, ER agrees to refund such amount to Keysight within thirty (30) days upon receipt of such a request from Keysight.

If requested by Keysight, ER will provide reasonable assistance [***].

Unless otherwise agreed to by the parties in writing and except as stated in paragraph 5 below, the parties hereby agree that ER [***] and that any order for new Keysight product a sales opportunity/lead identified [***] will be placed by customer directly with Keysight unless otherwise agreed by the parties.

For all the request for [***], Keysight hereby authorizes ER to [***] pursuant to ER’s bid submission. Such authorization to accept customer purchase orders shall expire [***].