Master Integration Agreement between the Registrant and Arrow Intelligent Systems Group operating under Arrow Electronics, Inc., dated November 3, 2017

This Agreement is entered into as of the 3^rd day of November 2017 (the “Effective Date”), by and between ForeScout Technologies, Inc. and its Affiliates ("Customer” or “FORESCOUT”) with its principal place of business at 190 West Tasman Drive, San Jose, CA 95134, and the Arrow Intelligent Systems Group operating under Arrow Electronics, Inc. ("Arrow”) with a place of business at 9201 East Dry Creek Road, Centennial, CO 80112-2818.

Arrow is a distributor and assembler of electronics and computer products. Arrow desires to sell and Customer desires to purchase from Arrow products and associated services in accordance with the terms and conditions of this Agreement. Services including any COP, as defined below, may be added to this Agreement by separate Addendum.

The Customer and Arrow hereby agree as follows:

Affiliate: means with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). For purposes of this definition, an entity shall control another entity if the first entity (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity, or (ii) has the ability to elect a majority of the directors (or other governing body) of the other entity.

Customized Components:    means items customized for Customer, including technical documentation and any other Customer-branded items to be included in shipments that are non- cancellable and non-returnable items.

Forecast: means Customers product demand over a defined period.

MOQ: means Components for which the OEM requires a minimum order quantity.

Customer is responsible for purchasing from Arrow all NC/NR parts procured or on non-cancelable order by Arrow for Product(s).

7.1. Any additional costs charged by Arrow for compliance with the terms in this Section 7 or those in Customer’s Trade Compliance Manual will be quoted by Arrow to Customer before Arrow implements any changes to its current export or shipping process.

Arrow shall return completed copies of the airway bill and proof of AES submission within a reasonable time from export in accordance with the Customer’s Trade Compliance Manual as provided by Customer to Arrow.

8.2.10 Arrow shall not disclose or provide controlled items furnished by Customer to any foreign person either in the United States or abroad before obtaining written authorization from Customer.

Arrow acquires no rights in controlled items furnished by Customer except to use them in the performance of their duties under this Agreement. Arrow shall not purport to convey to any subcontractor or person any greater rights in the controlled items. However, Arrow may convey to its subcontractors the right to use the controlled items only as required under this Agreement.

8.2 MARKING AND SOURCING OF ITEMS. Arrow agrees to place the following legend or a legend that is materially the same as that below on all technology obtained, used, generated, or delivered in performance of this Agreement:

8.2.1 If required by any U.S. government license application requirements or certifications, Arrow agrees to provide E-Verify status of their personnel directly involved in providing Services hereunder. Should Arrow be made aware of any violation of the applicable trade regulations, Arrow will promptly notify Customer and cooperate with any reasonable investigation and, if required by Customer, assist with the preparation and submission of any voluntary disclosure to government authorities.

are altered or subjected to misuse, negligence or abnormal stress. With respect to first articles, prototypes, pre-production units, Customer provided parts, test units or other similar products, Arrow makes no representations or warranties whatsoever. ARROW MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPONENTS, PRODUCTS OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT, AND DISCLAIMS ALL OTHER WARRANTIES INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11.1    Inspection. Products will be subjected to testing and outgoing visual inspection per the Specifications. In the event that the Products fail to pass testing procedures provided by Customer, Arrow will use available troubleshooting techniques and equipment, including any Customer supplied test equipment and procedures, to determine the cause of the problem.

11.2    DOA. Any dead on arrival ("DOA") must be returned to Arrow or its subcontractor at Arrow’s discretion, with a detailed failure analysis within thirty (30) days of shipment. DOAs will be swapped for replacement products or with the parties’ mutual agreement, repaired. Arrow will take commercially reasonable steps to repair DOAs, including any serial number or programming errors, and will ship repaired or replaced products to Customer using Arrow’s freight carrier, bearing responsibility for all freight charges with risk of loss or damage to remain with Arrow until delivery to Customer’s dock.

11.3    Returns. Products may be returned if they do not comply with the warranty in Section 10 above, and provided Customer obtains an RMA prior to returning the Product. Unless otherwise agreed to in an SOW, any Product returned to Arrow will be repaired or replaced, or the purchase price refunded or credited, at Arrow’s option, which will be Customer’s sole remedy for any Product failure. If returned Products are found free of defects, Customer will incur reasonable inspection charges at the discretion of Arrow. Customer will ship Products returned under an RMA using Customer’s freight carrier, bearing responsibility for all freight charges with risk of loss or damage to remain with Customer until delivery to Arrow’s dock. Arrow will ship repaired or replaced products to Customer using Arrow’s freight carrier, bearing responsibility for all freight charges with risk of loss or damage to remain with Arrow until delivery to Customer’s dock.

12.1    Intellectual Property.

12.2    Customer is the owner (or licensee as the case may be) of any designs, drawings, software, specifications or other intellectual property furnished by Customer to Arrow in connection with this Agreement. Customer grants to Arrow a limited license under any copyright, patent, trade secret or other proprietary right to the extent necessary for the sole purpose of any assembly of Products based in whole or part on such intellectual property as contemplated in this Agreement and any SOW. Customer agrees to indemnify Arrow and defend and hold Arrow harmless from the associated costs and fees (including reasonable attorneys’ fees and court costs) finally awarded by a court of competent jurisdiction or agreed to by Customer in settlement or compromise, to the extent that such fees and costs result from a third party claim, proceeding or suit alleging that the software incorporated in the Products infringes a valid third party patent, copyright or trade secret that is protected under U.S. laws.

12.3    Arrow is the owner of any intellectual property previously owned by Arrow. Arrow grants to Customer a perpetual, fully-paid, transferable limited license to use such intellectual property to the extent necessary for Customer and its end-users to use Products provided by Arrow hereunder. Arrow agrees to indemnify Customer and hold Customer harmless from the associated costs and fees (including reasonable attorneys’ fees and court costs) finally awarded by a court of competent jurisdiction or agreed to by Customer in settlement or compromise, to the extent that such fees and costs result from a third party claim, proceeding or suit alleging that the software

incorporated in the Products infringes a valid third party patent, copyright or trade secret that is protected under U.S. laws.

14.Cancellation/Rescheduling. Unless the parties agree in writing, Customer may not cancel or reschedule any order for or that will affect WIP, EOL, Custom Components or MOQ that Arrow has procured or is on order from its suppliers to accommodate authorized builds by Customer. Customer acknowledges that Arrow may have limited stock rotation or no return privileges with the OEM and that Customer will be unable to cancel/reschedule purchase orders or Blanket POs without Arrow’s prior written approval. Customer will purchase any WIP, EOL, MOQ and Custom Components affected by a cancellation. Once assembled, the Products cannot be disassembled in an effort to return the Components to inventory. Notwithstanding the foregoing, the parties agree to use commercially reasonable efforts to implement in part, or in full, the cancellation or rescheduling of an order to the extent said actions may be accomplished with little to no impact to Arrow.

15.1    Customer and Arrow will hold bi-weekly forecast review meetings (“Forecast Meetings”) to develop ninety (90) day rolling forecasts of Customer’s Product demand schedule (“Forecast”). The date, place and time of each Forecast Meeting shall be mutually agreed to by the Parties in writing (email sufficient). Each Forecast Meeting will establish the NC/NR parts for Arrow to place on order for the forty

(40) day period following the Forecast Meeting (the “NC/NR Period”). This forty (40) day leadtime represents the current estimated leadtime of NC/NR parts for inception to final integration of FORESCOUT appliances, excluding Advantech CTR appliances. At the end of each Forecast Meeting, authorized representatives from both Parties will execute a plan of record (“POR”) that will summarize the up-to-date Forecast and, at a minimum, include the (i) NC/NR parts authorized for purchase by Customer, and (ii) the applicable dates of the NC/NR Period. Upon mutual written agreement by the Parties’ authorized representatives (email sufficient), each update to the POR shall be binding on the Parties and incorporated by reference within this Agreement. For the avoidance of doubt, any parts listed on a POR that were not identified as NC/NR shall not be purchased by or for Customer unless otherwise mutually agreed in writing by the Parties’ authorized representatives (email sufficient). In the event that the scheduled bi-weekly Forecast Meeting is not held and/or rescheduled (subject to the Parties’ mutual written agreement (email sufficient)), then Arrow shall be authorized and obligated to purchase the parts for the next pending NC/NR Period identified on the most recent POR without further action by Customer, which in most cases is the next month's forecast, and Customer shall be obligated to purchase such parts as NC/NR. Notwithstanding the above, any Products and/or parts included in a POR Forecast beyond the NC/NR Period is for Arrow’s capacity planning only, with the exception of any potential NC/NR product obligations resulting from a Forecast Meeting that fails to take place without being rescheduled as set forth above.

15.2    In the event that, (i) FGI or (ii) On-Hand Inventory is held by Arrow in support of this Agreement for more than ninety (90) days (collectively, “Aged Goods”), Arrow will invoice Customer for such Aged Goods on a monthly basis in accordance with this Section 15. Arrow will provide to Customer on a monthly basis, within one (1) business day following the end of the relevant month, an accurate inventory aging list identifying FGI and On-Hand Inventory (by Serial Number for FGI) maintained at Arrow’s facility (“Aging Report”). Within one (1) business day following receipt, Customer will review the Aging Report and either (i) indicate its acceptance of the Aging Report provided by Arrow; or (ii) advise of discrepancies identified by Customer. Within two (2) business days following Customer’s receipt of the Aging Report, Customer will provide to Arrow a proposed disposition plan for the undisputed Aged Goods identified in the Aging Report (“Disposition Plan”). Arrow will propose any adjustment to the Disposition Plan and the parties will agree to a revised Disposition Plan no later

than three (3) business days following the end of the relevant month. Following mutual agreement to the Disposition Plan, Customer will send Arrow a purchase order for the applicable Aged Goods against which Arrow will invoice Customer and store such Products, as applicable. Terms of any such payments shall be net sixty (60) days from the date of invoice, payable in U.S. dollars. This charge will be in addition to and separate from any other fees invoiced by Arrow pursuant to this Agreement.”

16.Recordkeeping and Record Retention. Arrow shall maintain complete and accurate records of, and supporting documentation for, the amounts billed to and payments made by Customer under this Agreement. Arrow shall provide Customer, at Customer’s request and expense, with paper and electronic copies of documents and information reasonably necessary to verify Arrow’s compliance with this Agreement. Customer and its authorized agents and representatives shall be granted access to such records for audit purposes only during normal business hours during the term of this Agreement; and during any relevant SOW and thereafter for the period during which Arrow maintains such records.

17.1    Delivery of COP to Warehouse: If COP is not already located at Arrow’s integration and warehouse facility (“Warehouse”), Customer will cause the COP to be delivered to the Warehouse at Customer’s sole cost (including duties, taxes or other charges payable upon importation) and risk of loss or damaging using a carrier of its choice. COP can be either Product or Components, including those that are last time buy for and EOL.

17.2    Title to COP: Title to COP will remain with Customer at all times. Arrow will take no interest, security or otherwise, in COP, or include COP on any balance sheet or other financial statement in a manner which indicates that COP are the property of Arrow. Arrow will not permit any lien or encumbrance to be created or executed against the COP. Customer will further protect its right, title and interest in COP by fully complying with provisions of Uniform Commercial Code (“UCC”), which may include filing a Consignment UCC-1 Financing Statement with appropriate state, county, or local agencies and sending appropriate notice in accordance with the UCC. Arrow authorizes Customer and its agents, to sign the referenced Consignment UCC-1 Financing Statement on behalf of Arrow as debtor/agent consignee/bailee. This filing and notice will identify the COP held at the Warehouse.

17.3    Services Provided: Arrow will provide the following services in support of COP.

practices common to the industry including protection from electrostatic discharge; Regular Cycle Counts; and

17.4    Cost of Warehouse Services: Except for Advanced Replacement and Eval/POC inventory locations, there will be no charge for COP held for ninety (90) days in the Warehouse. After that time, Arrow will invoice Customer for Warehouse fees (pallet in/out, floor space, supplies, scrap, secure room etc.) per those currently in effect. Customer agrees to pay such invoice in accordance with the payment terms set forth in this Agreement.

17.5    Risk of Loss or Damage and Insurance Customer will maintain all-risk insurance coverage sufficient to cover the full value of the COP stored at the Warehouse. Notwithstanding the foregoing, Arrow shall be liable for any and all loss or damage to COP stored in its care, custody or control, to the extent that such loss or damage

results from Arrow’s negligent acts or omissions or willful misconduct. Arrow’s liability for loss or damage to COP is limited to the cost of the COP and a cap of US $1,000,000 per occurrence and US

$2,000,000 in the aggregate in any twelve (12) month period.

17.6    Disposition of Defective COP: Arrow will notify Customer of any defective COP. If COP is used for Product assembly, Customer will provide replacements for defective parts at Customer’s discretion. Customer will work with Arrow proactively to resolve issues related to scrap/defective COP. Arrow will scrap the defective COP per mutual agreement with Customer and per such arrangement, Customer agrees to either pay a storage fee for scrap being held or provide Arrow with a purchase order in an amount sufficient to cover such scrap charges according to the scrap fees provided in Exhibit A.

17.7    Final Take Date No final take date will apply for Customer COP. Parts in COP will be used until Customer determines their lifecycle. Once parts are found to be obsolete and no longer required for repair base, COP will be scrapped per Customer’s instructions.

18.Disaster Recovery Plan. Arrow represents and warrants that it shall adhere to the disaster recovery plan (“Disaster Recovery Plan”) attached here to as Schedule 2 outlining the process and steps that it will follow to address any extended service outage, disaster or other event that prevents Arrow from delivering the required volume of Products (each an “Event”) from its Warehouse in Phoenix, Arizona. The Disaster Recovery Plan includes timelines and details of how Arrow will enable substitute operations to fulfill Product requirements from its Mexico facility within no less than two (2) weeks following an Event. To the extent Arrow commences fulfillment from Mexico or another country outside the U.S., Arrow will ensure compliance, as Customer’s agent, to legally operate and export from such location.

19.Non-Exclusive Engagement. Customer is engaging Arrow’s services hereunder on a non-exclusive basis and reserves the right to contract with alternative vendors for the same or similar services.

20.LIABILITY LIMITATION. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER ANY SECTION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT SHALL CUSTOMER’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE SPECIFIC PRODUCTS AT ISSUE HEREUNDER.

21.Product Use. Unless specifically otherwise agreed in writing by Arrow, Customer acknowledges that Products sold by Arrow are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life. or catastrophic property damage. Customer will indemnify and hold Arrow harmless from any loss, cost or damage resulting from Customer's breach of the provisions of this paragraph.

22.Governing Law; Dispute Resolution. This Agreement will in all respects be governed by and construed in accordance with the laws of the State of New York, excluding that body of laws known as conflict of laws. The prevailing party in any legal action or proceeding to enforce this Agreement will be entitled to recover from the non-prevailing party its reasonable attorneys’ fees, and related costs and disbursements, incurred in connection with such proceeding or the enforcement of this Agreement. The application of the UN Agreement pertaining to contracts of international purchase of goods dated January 1, 1989 (UNCISG) BGBI 96/1988 and all its relevant and valid amendments shall expressly be excluded. Both parties agree to waive trial by jury.

24.5    No Solicitation for Employment. The parties agree that they will not solicit for employment or hire each other’s employees during the term of this Agreement and for a period of one (1) year thereafter.

24.6    Government Related Orders. If Customer’s order is placed under a contract with the United States Government, Arrow agrees to comply with those contract provisions and regulations with which, pursuant to law, it must comply and of which Customer has, at the time of order placement, been placed on notice of. All rights in technical data and software owned or licensed by Arrow or the supplier/manufacturer are hereby reserved and deemed restricted or limited. No provision of Customer’s contract with the government will be binding on Arrow or the suppliers/manufacturers except as expressly set forth in this paragraph.

has implemented and abides by a code of conduct that is substantially similar thereto (in such case, Customer shall provide a copy to Arrow for review upon Arrow’s request).

or agents and that is designated or marked as "confidential" or "proprietary" at the time of disclosure or that, based on the circumstances surrounding the disclosure, the Recipient knows or reasonably should know is considered confidential. Confidential Information shall also include the software and all documents provided with the hardware that contain Customer’s confidential trade secret information. The restrictions on disclosure set forth in this Section shall not apply to Confidential Information which: (i) becomes publicly known without breach of this Agreement; or (ii) the Recipient can show by written records was rightfully in its possession prior to the disclosure by the Discloser or becomes rightfully known to the Recipient without confidential or proprietary restriction from a source other than the Discloser; (iii) is approved for disclosure without the restriction in a written document which is signed by a duly authorized officer of the Discloser, or (iv) is independently developed by the Recipient prior to the disclosure without reference to the Discloser’s Confidential Information. Notwithstanding any other provision herein, this Section 24.9 is intended to cover Confidential Information disclosed by the Disclosing Party and received by Recipient both prior, and subsequent to, the Effective Date hereof.

24.9.1 Obligations. Recipient may use the Discloser’s Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement. Recipient agrees to take the same care with the Discloser’s Confidential Information as it does with its own information of a similar nature, but in no event with less than a reasonable degree of care. Recipient shall limit access to the Confidential Information to those persons having a need to know such information, provided that each such employee and consultant is subject to a written agreement containing confidentiality obligations no less protective than those contained in this Agreement. Recipient may disclose Confidential Information:

(ii)insofar as the Recipient is required by law or legal proceedings to disclose such information provided that the Recipient provides the Discloser with prompt written notice of such requirement to enable the Discloser to seek a protective order; (iii) insofar as disclosure is necessary to be made to the Recipient’s independent accountants for tax or audit purposes; and (iv) insofar as the parties may mutually agree in writing upon language to be contained in one or more press releases. In addition, neither party will

24.10    Entire Agreement; Amendment; Severability; and Waiver. This Agreement represents the entire agreement between the parties concerning the subject matter hereof, and may not be modified except in a writing signed by both parties. This Agreement supersedes all proposals or quotations, oral or written, and all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Agreement. When interpreting this Agreement precedence will be given to the respective parts in the following order: (i) an Addendum; (ii) this Agreement; and (ii) any exhibits to this Agreement; and (iv) if purchase orders are used to release product, those portions of the purchase order that are not pre-printed. Any waiver of any provision of this Agreement must be in writing and signed by the party alleged to have waived such provision, and any single waiver will not operate to waive subsequent or other defaults. The unenforceability of any provision of this Agreement will not affect the remaining provisions or any portions thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

By:     

Name: Darren J. Milliken    Name:     

Title: SVP, General Counsel    Title: