Amendment Three to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of December 20, 2020, by and between Nutanix, Inc. and Super Micro Computer Inc

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY BRACKETS ([***]),

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AMENDMENT THREE TO ORIGINAL EQUIPMENT MANUFACTURER (OEM) PURCHASE AGREEMENT

This Amendment three (“Amendment Three”) to the Original Equipment Manufacturer Purchase Agreement (“Agreement”) by and between SUPER MICRO COMPUTER INC. (“Supplier”) and NUTANIX, INC. and Nutanix Netherlands B.V. (both Nutanix entities shall be defined as “OEM”) is entered into as of December 30, 2020 (“Amendment Effective Date”). Collectively Supplier and OEM are referred to as the “Parties”.

RECITALS

A.WHEREAS The parties entered into the Agreement as of May 16, 2014, and

BWHEREAS The parties had previously amended the Agreement with Amendment 1 and Amendment 2 and now desire to enter into an Amendment 3 to the Agreement to add certain definitions and obligations of the parties as follows.  

NOW THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

14. ENVIRONMENTAL AND OTHER COMPLIANCE

14.1 “Environmental Compliance”: Supplier represents and warrants that no Products sold by or otherwise transferred by Supplier to OEM contain: lead, cadmium, mercury, hexavalent chromium, polybrominated biphenyls (PBBs), polybrominated biphenyl ethers (PBDE), or any other hazardous substances the use of which is restricted under EU Directive 2015/863/EU (RoHS 3); chemicals restricted under the Montreal Protocol on ozone depleting

substances or the law of the countries into which Product is shipped; or other materials restricted by applicable law unless expressly agreed otherwise by OEM in writing in advance. From time to time, OEM may request evidence of Supplier’s compliance with EU Directive 2015/863/EU, and Supplier shall make commercially reasonable efforts to provide this information in a timely manner. Additionally, Supplier shall assist OEM with, and make

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY BRACKETS ([***]),

HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND

(II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

commercially reasonable efforts on behalf of OEM, to facilitate compliance with EU Directive 2002/96/EC (WEEE), as applicable.  

14.2 “Counterfeit Components”: Supplier shall establish and maintain an industry accepted Counterfeit Component detection and avoidance system. “Counterfeit Components” are defined as an unlawful or unauthorized reproduction, substitution, or alteration of, a component that has been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified electronic part from the original manufacturer. Unlawful or unauthorized substitutions include used electronic parts represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristic.

Notwithstanding the foregoing, this Section 16 shall apply or be enforced with respect to third party components listed below only during the respective warranty period set forth in Section 17:

[***]

21.3Supplier shall notify OEM of any Security Incident within twenty-four (24) hours of the discovery of such Security Incident by providing notice in writing to: ***@*** and ***@***.  "Security Incident" is defined as: (i) any unauthorized access or unlawful breach of security leading to, or reasonably believed to have led to, the theft, accidental or unlawful destruction loss, alteration, unauthorized disclosure or access to any Nutanix Data; (ii) or discovery of any threat to, or vulnerability in (whether actually known or where such threat or vulnerability should reasonably have been known) any part, component, product provided as part of the Services. "Nutanix Data" is defined as any data that is protected as "personal data" or "personal information" under applicable privacy laws or any data about

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY BRACKETS ([***]),

HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND

(II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

OEM’s business operations, customers, vendors, strategy, pricing or any other information that should reasonably be considered confidential and that may be provided to Supplier under this agreement.

21.4Supplier agrees to the Nutanix Vendor Data Processing Agreement (DPA) attached hereto as Attachment 1 to this Amendment 3 and such DPA is incorporated into the Agreement as Exhibit E.

26. Each party shall comply with all applicable import, export and re-export control laws and regulations, including the U.S. Export administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (OFAC).  Each party represents that items will not be exported, re-exported, or transferred directly or indirectly to any location, entity, government or person prohibited by the applicable laws or regulations of any jurisdiction, without prior authorization from the relevant government authorities.  As necessary and reasonably requested, each party will provide export information such as the Export Classification Control Number (ECCN), Harmonized Tariff Regulations (HTS) codes, Country of Origin, and/or Commodity Classification Automated Tracking System (CCCATS) for hardware components.  

IN WITNESS WHEREOF, the parties have executed this Amendment Three as of the Amendment Effective Date.  

NUTANIX, INC.

By:/s/ David Sangster

Title: Chief Operating Officer, Nutanix

Date:12/31/2020

NUTANIX NETHERLANDS B.V.

By:/s/ Paul Doran

Title:Director

Date:12/31/2020

ACKNOWLEDGED AND AGREED

SUPER MICRO COMPUTER INC.

By:/s/ Don Clegg

Title:SVP Worldwide Sales

Date:12/31/2020

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY BRACKETS ([***]),

HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND

(II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Attachment 1 to Amendment 3:

EXHIBIT E

Nutanix – Vendor Data Processing Addendum

This Data Processing Addendum ("Addendum") sets out the terms that apply as between Nutanix (“Nutanix” or “OEM”) and Super Micro Computer, Inc. (“Supplier” or “Company”) when processing EEA personal data in connection with the existing or contemporaneous agreement between the parties under which personal data is shared (the “Agreement”) and forms part of the Agreement between the parties.  Capitalized terms used in this Addendum shall have the meanings given to them in the Agreement, the Model Clauses, or unless otherwise defined in this Addendum.  

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY BRACKETS ([***]),

HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND

(II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

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