ENOCEAN ALLIANCE
PARTICIPANT AGREEMENT
Parties:
EnOcean Alliance Inc.
("EnOcean" or "Alliance")

Corporate Name ("Participant")

c/o Global Inventures
5000 Executive Parkway
Suite 302
San Ramon, CA 94583
USA

Address
City, State, Zip CodeContact/Director Name
E-Mail Address
Phone

This Participant Member Agreement ("Participant Member Agreement") is made as of thedate accepted by EnOcean Alliance as set forth below. By executing this Participant Member
Agreement, Participant Member agrees to be bound by the terms and conditions attached tothis cover page.
EnOcean Alliance

Participant Member

Chairperson/President
Date Accepted:

By:
Its:
Date:

PARTICIPATION AGREEMENTTERMS AND CONDITIONS
1. Incorporation
The Alliance is organized as a nonprofit corporation under the laws of the State of California.
The Articles of Incorporation and initial form of Corporate Bylaws of the Alliance are set forthin Exhibit 1 ("Corporate Documents"). By executing this Participant Agreement, Participant
consents to the form of the Corporate Documents. Participant acknowledges that the Corporate
Documents may be amended from time to time in accordance with the provisions of the
Corporate Documents and as may be allowed by law. The Alliance intends to or has filed fortax exempt status under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended,
and Participant agrees not to engage in activities for or on behalf of the Alliance that may
adversely affect the nonprofit or tax-exempt status of the Alliance.

2. Purposes of Alliance
The Alliance is a non-profit mutual benefit corporation formed to bring about the existence of abroad range of interoperable wireless monitoring and controlling consumer, commercial,industrial and professional products and devices for use in and around residential, commercial
and industrial buildings, and to promote global trade in such products and devices by developing the specifications for an air interface standard for wireless products, devices, components
and systems operating in unlicensed frequency bands, which air interface standard is to be ratified, approved and adopted by one or more established and recognized international or national
agencies or bodies as an official national or international standard.
The purposes for which the Corporation is organized are to:(a)Bring about the existence of a broad range of interoperable wireless monitoring andcontrolling consumer, commercial, industrial and professional products for use in andaround residential, commercial and industrial buildings, and to promote global trade insuch products, by developing the specifications for an air interface standard for
wireless products, components and systems operating in unlicensed frequency bands;(b)

Make appropriate submission of the specifications developed by the Corporation forsuch air interface standard to one or more established and recognized international or
national agencies or bodies, such as the International Electrotechnical Commission(IEC) or the International Organization for Standardization (ISO), and their national
member bodies, for ratification, approval and adoption of such specifications as an
official national or international standard by such agencies or bodies;(c)Promote the ratification, approval and adoption of such specifications developed by
the Corporation by such recognized national and international bodies, including theirSeptember 28, 20112

national member bodies, as an official standard of such established and recognizednational and international bodies,(d)Seek the endorsement by such established and recognized national and international
agencies and bodies of the Corporation as the source of such standard;(e)Provide a forum and environment whereby the Corporation’s Members may meet toapprove suggested revisions and enhancements that evolve the relevant specifications; and provide a forum whereby users may meet with developers and providers ofrelated products and services to identify requirements for interoperability and generalusability;(f)

Educate the business and consumer communities as to the value, benefits andapplications for such interoperable wireless consumer and commercial products andservices through public statements, publications, trade shows demonstrations, seminarsponsorships and other programs established by the Corporation;(g)Protect the needs of consumers and increase competition among vendors bysupporting the creation and implementation of uniform, industry standard conformance test procedures and processes which assure the interoperability of wirelessproducts and services;(h)

Maintain relationships and liaison with national and international standardization or
standard setting bodies and agencies, educational institutions, government research
institutes, other technology consortia, and other organizations that support andcontribute to the development of the specifications and standards; and(i)Foster competition in the development of new products and services based on
specifications developed by the Corporation in conformance with all applicable antitrust laws and regulations.

The Alliance and its Promoter Members and Participants shall individually and collectively becommitted to open competition in the development of products, technology and services, andPromoter Members and Participants shall not be restricted in any way from designing,developing, marketing and/or procuring equipment, devices, hardware, software, systems, technology, components, modules, or services. Implementation or use of specific Adopted
Specifications (as defined in Exhibit 2) is voluntary. No Promoter Member and/or Participant
shall be required or obliged to implement Adopted Specifications by virtue of being a Promoter
Member and/or Participant, as applicable, of the Alliance.

3. Participation as a Participant; Dues
Subject to the terms of Section 9, upon acceptance of this Participation Agreement by the
Alliance and payment of the appropriate dues, Participant shall hold the status of a Participantof the Alliance for a period of twelve (12) months commencing on the acceptance date. Subject
to the terms of Section 9, Participant may renew its Participant status for subsequent twelve(12) month periods by paying any then current annual dues established by the Board of
Directors. It is intended to apply a membership period reaching from January 1st – December
September 28, 20113

31st in the future. Failure to pay annual or specially assessed dues when due shall result intermination and/or non-renewal of Participant's status pursuant to Section 9(d). Membershipdues are non-refundable, except in the case of a distribution upon the event of a dissolution as
set forth in the Corporate Bylaws. The Board of Directors may increase or decrease the annual
dues required of Participants in accordance with the Corporate Bylaws. All dues shall be usedin furtherance of the purposes of the Alliance. Subject to the survival provisions of Section
9(e), upon expiration or termination of the Participant's status as a Participant of the Alliance,
all rights and privileges provided and/or granted to Participant and/or any Affiliate ofParticipant pursuant to Section 4 of this Participation Agreement and/or pursuant to any
policies and procedures of the Alliance shall terminate.

4. Duties and Rights of Participants
The duties, rights, privileges and obligations of Participants shall be determined by the Boardof Directors from time to time. Unless otherwise determined by the Board of Directors,
Participant shall not be entitled to any voting rights with respect to the business or proceedingsof the Alliance. For more details, Participant shall refer to the latest Alliance benefits table.
The designated contact and representative of Participant is identified by Participant on the firstpage of this Participation Agreement. The designated representative of Participant may bechanged by Participant from time to time upon prior written notice to the Alliance.
If Participant is a consortium, association or other similar organization or otherwise has
members or sponsors, the rights and privileges granted to Participant as a Participant shallextend only to Participant, and not to Participant's members or sponsors.

5. Intellectual Property Rights
Participant agrees to the terms and conditions of the Intellectual Property Rights ("IPR") Policy
attached hereto as Exhibit 2. Participant acknowledges and understands that the IPR Policy
may be revised from time to time in accordance with the provisions of the Corporate Bylaws.

6. Confidential Information
Except as otherwise identified by Participant, any information Participant submits or discloses
to the Alliance, including any committee or working group thereof, shall be treated as nonconfidential and shall be available to all Participants and Promoter Members of the Alliancewithout restriction. Any information pertaining to the business of the Alliance which
Participant submits or discloses to the Alliance, including any committee or working group
thereof, and which is:(a) marked by Participant as "Confidential" information, or(b) if orally disclosed, identified as Confidential prior to disclosure and reduced towriting and marked as Confidential within three (3) business days from the date ofdisclosure, shall be treated as Confidential information with respect to third parties,
except for any portion thereof that constitutes information,

September 28, 20114

(c) rightfully in the public domain other than by a breach of a duty to the disclosing
party;(d) rightfully received from a third party without any obligation of confidentiality;(e) rightfully known to the receiving party without any limitation on use or disclosure
prior to its receipt from the disclosing party;(f) independently developed by employees of the receiving party; or(g) generally made available to third parties by the disclosing party without restriction
or disclosure. Such Participant Confidential information shall be maintained by eachParticipant and Promoter Member of the Alliance in confidence with at least thesame degree of care that it uses to protect its own proprietary information and in no
event with less than reasonable care, and each Participant and Promoter Member ofthe Alliance that receives such Participant Confidential information shall only use
such Confidential information for the Alliance purpose for which it was submitted.
In the event a Participant and/or Promoter Member of the Alliance breaches theobligation of confidentiality with respect to Confidential information of Participant,the sole and exclusive remedy of Participant shall be to seek recourse against thebreaching Participant and/or Promoter Member of the Alliance and the Allianceshall have no liability with respect to such breach. Third parties seeking access toParticipant's Confidential information that has been provided to the Alliance mustreach an agreement with Participant as condition for being provided the Participant's
Confidential information. Participant Confidential information will not be included
in an Alliance Adopted Specifications unless Participant waives its confidentiality.
The rights and obligations set forth in this Section 6 shall expire three (3) years after
the date the Participant discloses or submits the Participant Confidential information
to the Alliance or to any other Participant or Promoter Member of the Alliance.

7. Prohibited Activities
Participant agrees to the terms and conditions of the Antitrust Guidelines attached here to as
Exhibit 3.

8. Application to Affiliates(a)Definition"Affiliate" shall mean, with respect to Participant, any entity controlling, controlled byor under common control with Participant, where "control" means direct or indirectownership of or the right to exercise: (i) greater than fifty percent (50%) of theoutstanding shares or securities entitled to vote for the election of directors or similar
managing authority of the subject entity; or (ii) greater than fifty percent (50%) of theownership interest representing the right to make decisions for the subject entity. Notwithstanding the foregoing, Affiliate shall not mean any entity that has previously beenor which is currently a Participant or Promoter Member of the Alliance.

September 28, 2011

5

(b)

Rights of Affiliate
As of the effective date of this Participation Agreement and subject to all the terms ofthis Participation Agreement, including without limitation, this subsection (b) andsubsection (c) below, Affiliates of Participant shall have the right to exercise the rights
and benefit from the licenses granted to Participant hereunder, provided that such
Affiliates acknowledge and agree to be bound by: (i) all terms and conditions set forthin Sections 5 through 21 of this Participation Agreement; and (ii) any policies andprocedures applicable to Participants and/or Affiliates of Participant as may be
determined by the Board of Directors from time to time. For purposes of the foregoing
Sections of this Participation Agreement, all references to "Participant" shall be deemedto also include such Affiliates of Participant. The rights granted under this Section 8
shall terminate immediately upon: (iii) the Affiliate's material breach of any of its
obligations under this Section 8; or (iv) termination or expiration of this Participation
Agreement pursuant to Section 9.

(c)Right to Bind
An Affiliate of Participant shall not have the right to exercise the rights granted toParticipant hereunder until the Board of Directors, or at the direction of the Board of
Directors, an officer of the Alliance reviews and approves of such Affiliate’s
participation in the Alliance through this Participation Agreement. As a condition ofsuch approval, the Board of Directors, or at the direction of the Board of Directors, anofficer of the Alliance, may require written documentation that such Affiliate has duly
authorized Participant and/or Participant has the corporate authority to bind such
Affiliate. The Board of Directors, or at the direction of the Board of Directors, anofficer of the Alliance, may require additional proof of the relationship between
Participant and such Affiliate and/or may impose additional conditions or terms
governing such Affiliate's participation in the Alliance through this Participation
Agreement at any time, including, without limitation, prior to any access and/or use of
any intellectual property or Confidential information by Participant and/or any Affiliate
under the terms of this Participation Agreement.

9. Term and Termination
(a)

Term
Participant acknowledges that the Alliance shall have a perpetual corporate term. This
Participation Agreement shall commence on the acceptance date and remain in effectuntil the earlier of: (i) expiration of the Alliance's corporate term; (ii) such time as
Participant elects not to renew its Participant status as provided in Section 3; (iii) suchtime as Participant elects to voluntarily withdraw as a Participant of the Alliance as provided in Section 9(b); and (iv) termination of Participant's status as a Participant as provided in Section 9(c).

September 28, 2011

6

(b)

Voluntary Withdrawal as Participant
Upon written notice to the Alliance, Participant shall have the right to withdraw as a
Participant of the Alliance. Upon such withdrawal, Participant shall have no right toreceive a refund of any previously paid dues, and the terms of Section 9(e) shall apply.

(c)Termination of Participation
Upon the affirmative vote of not less than three-quarters (3/4) of the Board of Directors, the Alliance shall have the right to terminate Participant's status as a Participantof the Alliance for cause. The term "for cause" shall mean Participant's failure tomaterially comply with its obligations under this Participation Agreement. Upon suchtermination, Participant shall have no right to receive a refund of any previously paiddues and the terms of Section 9(e) shall apply.

(d)

Failure to Pay Annual or Specially Assessed Dues
Participant acknowledges that Participant status is conferred on an annual basis and thatany renewal of participation, or in the case of a special assessment, continuation ofparticipation, is contingent upon payment of the applicable dues. If Participant fails to
pay the applicable annual or special assessment dues when required: (i) Participant's
status in the Alliance will not be renewed in the case of failure to pay the annual dues orwill be terminated in the case of failure to pay the specially assessed dues; (ii)
Participant shall be entitled to continue participation only upon reapplication to the
Alliance; (iii) Participant waives any notice or process requirements in connection withsuch non renewal and/or termination of participation status; and (iv) the terms of
Section 9(e) shall apply.

(e)Survival
Upon expiration or termination of a Participant's status as a Participant of the Alliance:(i) the following terms shall survive: (A) this Section 9(e) and Sections 6 and 11 of thisParticipation Agreement; and (B) Sections 2 and 3 the IPR Policy with respect toNecessary Claims of the Participant and of other Promoter Members and/or Participants
incorporated into or a part of any Adopted Specifications existing prior to the effective
date of expiration or termination of such Participant's status as a Participant; and (ii) theterms Sections 2 and 3 of the IPR Policy shall not apply to any portions of Proposed
Specifications which have been expressly identified and affirmatively withdrawn fromthe Proposed Specifications by such Participant prior to the effective date of expirationor termination of such Participant's status as a Participant.

10. Disclaimer of Warranties
NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SOFTWARE, DOCUMENTATION, INTERFACES, SAMPLE IMPLEMENTATIONS, SPECIFICATIONSOR ANY OTHER ITEMS PROVIDED OR MADE AVAILABLE TO PARTICIPANT,THE ALLIANCE OR ANY OTHER PARTICIPANTS AND PROMOTER MEMBERS
September 28, 20117

OF THE ALLIANCE, OR WITH RESPECT TO ANY STANDARD OR INTERFACEOR SPECIFICATIONS APPROVED, PROMOTED OR ENDORSED BY THE
ALLIANCE OR ANY OTHER PARTICIPANTS AND PROMOTER MEMBERS OF
THE ALLIANCE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE, OR THAT ANY OF THE FOREGOING ITEMS DO NOT INFRINGE OR
CONSTITUTE A MISAPPROPRIATION OF THE PROPRIETARY RIGHTS OF ANY
THIRD PARTIES. EACH PARTY AGREES THAT ALL SUCH ITEMS AREPROVIDED OR MADE AVAILABLE HEREUNDER "AS IS."

11. Indemnification; Limitation of Liability
Participant and Alliance shall each indemnify, defend and hold harmless each other and eachother’s respective directors, officers, employees, representatives, agents, attorneys, successors
and assigns (collectively, the "Indemnified Parties") from and against any and all claims, suits,
proceedings, liabilities, obligations, judgments, causes of action, costs and expenses (including
reasonable attorneys' fees) to the extent arising out of or resulting from Participant 's or the
Alliance’s failure to materially comply with any of its obligations under this Participant
Agreement. The Indemnified Parties promptly shall notify Participant or the Alliance of any
such claims, suits or proceedings and, at Participant’s or Alliance's sole cost and expense,
reasonably cooperate with Participant or the Alliance in the defense of such claims, suits orproceedings. Participant’s and the Alliance's cumulative liability pursuant to this Section 11
shall not exceed One Hundred Thousand Dollars ($100,000). Except for the foregoingindemnity obligations, neither party shall be liable to the other for any indirect, special,
exemplary, consequential, special or punitive damages, including without limitation, loss of
future or anticipated profits or goodwill, even if advised of the possibility of such damages inadvance.

12. Insurance
The Alliance shall purchase and maintain insurance on behalf of any person who is or was a
director, officer or agent of the Alliance covering the activities of such persons related to thebusiness of the Alliance as well as general liability insurance.

13. Notices
Any written notice required or permitted to be delivered pursuant to this Participation
Agreement shall be in writing and shall be deemed delivered: (a) upon delivery if delivered inperson; (b) three (3) business days after deposit in the United States mail, registered or certified
mail, return receipt requested, postage prepaid; (c) upon transmission if sent via telecopier,with a confirmation copy sent via overnight mail, provided that such overnight delivery is
received by the sender; and/or (d) one (1) business day after deposit with a national overnight
courier, provided that such overnight delivery is received by the sender, in each case addressedto the following:

September 28, 20118

If to Participant:
The Contact/Representative at the address
identified on the cover page of thisParticipation Agreement
If to the Alliance:
EnOcean Alliance
c/o Global Inventures
5000 Executive Parkway, Suite 302
San Ramon, CA 94583
Fax: (925) 275-6691
or to such other individual or address as may be specified by either party hereto upon noticegiven to the other.

14. Binding Nature and Assignment; Transfer of Participation Interest
This Participation Agreement shall be binding on the parties and their successors and assigns.
Participant shall not assign or otherwise transfer its participation interest nor this Participation
Agreement, or any part hereof, whether by operation of law, change of control (including amerger, exchange of stock or otherwise) or otherwise, without the prior written consent of the
Alliance. Any assignment or transfer or attempted assignment or transfer by Participant inviolation of the terms of this Section shall be null and void and of no force or effect.

15. Media Releases and Use of Trademarks and Logos
Alliance agrees that Participant shall have the right to list the Alliance's name and logo on
Participant's web site and advertising and promotion materials in accordance with guidelines tobe adopted by the Alliance. Except as provided above or as may be allowed pursuant to written
instructions or guidelines issued by a party, neither party shall use the name or any trademark
or logo of the other party without such other party's prior consent. By executing thisParticipation Agreement, Participant agrees that the Alliance shall have the right to list
Participant's name and logo on the Alliance web site and advertising and promotion materials,
in accordance with written instructions and limitations provided to the Alliance by Participant.

16. Counterparts
This Participation Agreement may be executed in one (1) or more duplicate originals, all ofwhich together shall be deemed one and the same instrument.

17. Severability
If any provision of this Participation Agreement is found by a court of competent jurisdiction
to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or renderunenforceable any other part of this Participation Agreement, but this Participation Agreement
September 28, 20119

shall be construed as not containing the particular provision or provisions held to be invalid or
unenforceable.

18. Waiver
No delay or omission by either party to exercise any right occurring upon any noncomplianceor default by the other party with respect to any of the terms of this Participation Agreement
shall impair any such right or power or be construed to be a waiver thereof. A waiver by eitherof the parties hereto of any of the covenants, conditions or agreements to be performed by theother shall not be construed to be a waiver of any succeeding breach thereof or of any
covenant, condition or agreement herein contained.

19. Governing Law
This Participation Agreement, and all the rights and duties of the parties arising from orrelating in any way to the subject matter of this Participation Agreement or the transaction(s)contemplated by it, shall be governed by, construed and enforced in accordance with the lawsof the State of California (excluding any conflict of laws provisions of the State of California
that would refer to and apply the substantive laws of another jurisdiction).

20. Relationship of Parties
Nothing set forth in this Participation Agreement shall be deemed or construed to render theparties as joint venturers, partners or employers, and employees.

21. Entire Agreement; Modifications
This Participation Agreement, together with the Corporate Documents, sets forth the entire,final and exclusive agreement between the parties as to the subject matter hereof andsupersedes all prior and contemporaneous agreements, understandings, negotiations anddiscussions, whether oral or written, between the parties. This Participation Agreement may be
modified only pursuant to a writing executed by authorized representatives of the Alliance andParticipant.

September 28, 201110

EXHIBIT 1
ARTICLES OF INCORPORATIONAND CORPORATE BYLAWS(SEE ATTACHED)

March 4, 2008

Exhibit 1

1

EXHIBIT 2
ENOCEAN ALLIANCEINTELLECTUAL PROPERTY RIGHTS POLICY
The IPR of the Alliance and its Members for Adopted Specifications shall be governed by thepolicy set forth herein ("IPR Policy"). This IPR Policy has been adopted by the Corporation inaccordance with the Corporate Documents.
Recognizing that the Alliance is an open participation organization whose activities are focused on
encouraging the rapid advancement of Air Interface Specifications (as defined below) for wirelessmonitoring and controlling consumer, commercial, industrial and professional products and devices
for use in and around residential, commercial and industrial buildings, this IPR Policy is designed
to maximize widespread adoption of such Air Interface Specifications.
In furtherance of the objective of widespread adoption, the Alliance and its Members agree thatbarriers to industry use of Adopted Specifications should be limited as much as possible. Capitalized terms used in this Exhibit are defined in Section 6 of this Exhibit or, if not defined in Section
6 of this Exhibit, in the applicable Agreement to which this Exhibit is attached.
1.

General Rule. Except to the extent expressly set forth in this IPR Policy, (i) no Promoter
Member or Participant, and none of their respective Affiliates, is granted any right, title orinterest, express or implied, in or to any IPR held, controlled or owned any other Promoter
Member or Participant, or any of their respective Affiliates, with respect to any inventions,
copyrightable works or any other intellectual property, irrespective of whether suchintellectual property was, is or will be conceived, developed, discovered, created, made,reduced to practice, improved or enhanced by such Promoter Member or Participant, orAffiliate, or their respective collaborators or customers prior to the date when such Promoter
Member or Participant became a Promoter Member or Participant of the Alliance or during
the period during which such Promoter Member or Participant belongs to the Alliance as a
Promoter Member or a Participant, and (ii) no Promoter Member or Participant, and none of
their respective Affiliates, shall be obligated under this IPR Policy, or otherwise by the
Alliance, to license any such IPR held, controlled or owned by such Promoter Member orParticipant, or any of their respective Affiliate, to any other Promoter Member, Participant
or to the Alliance. Except to the extent expressly provided otherwise in this IPR Policy,
ownership of any inventions shall be consistent with inventorship. Inventorship shall be
determined in accordance with applicable law. Except to the extent expressly provided
otherwise in this IPR Policy, ownership of any works shall be consistent with authorship.
Authorship shall be determined in accordance with applicable law.

2.

Optional Disclosure of Necessary Claims. Each Promoter Member and Participant may,
but shall not be required to, disclose whether such Promoter Member or Participant holds
any Necessary Claims (as defined below) (including without limitation, any Necessary
Claims of an Affiliate of a and/or a Non-Member Participant) covering the applicable
Proposed Specifications or Adopted Specifications. If a Promoter Member or Participant

March 4, 2008

Exhibit 2

1

wishes to disclose any Necessary Claims relating to the applicable Proposed Specifications
or Adopted Specifications, the Alliance shall provide him with a declaration form to be usedby such Participant in disclosing the above, which form shall be consistent with the terms ofthis Section 2.
3.

RAND License for Necessary Claims in Air Interface Specifications. Each Promoter
Member and each Participant agrees to grant to each Promoter Member and eachParticipant, any their respective Affiliates, and to cause its Affiliates holding any Necessary
Claims, to grant to each Promoter Member and each Participant, and their respective
Affiliates, a RAND License (as defined below) to the extent required by the licensee to fully
utilize the license to any Necessary Claims covering any Air Interface Specifications uponsuch terms and conditions as may be agreed to between such licensor and licensees. If a
Promoter Member or Participant (“Licensor”) licenses to any other Promoter Member orParticipant (“Licensee”) any Necessary Claims on a fee-based or other royalty-based
arrangement as part of such RAND License, the Licensor agrees that any existing and future
licenses granted to such Licensor by such Licensee with respect to any Necessary Claims
covering any existing or future Air Interface Specifications, including, without limitation,
any Royalty Free Licenses or other non-fee based arrangements, may be converted to a feebased or other royalty-based license arrangement on substantially the same terms as the
RAND License granted by the Licensor to the Licensee as determined by such Licensee.
Notwithstanding any other provisions of this IPR Policy, a Promoter Member’s orParticipant’s licensing obligations under this Section 3 shall extent only to Necessary
Claims covering any Air Interface Specifications, and any Promoter Member and any
Participant, and any of their respective Affiliates, shall have no obligation hereunder togrant any license to any other Promoter Member or Participant, or any of their respective
Affiliate, with respect to any IPR that does not involve Necessary Claims covering any Air
Interface Specifications.

4.

Alliance IPR and IPR Contributed to the Alliance. All right, title and interest in and toany and all IPR, software and documentation created or developed by any Alliance
Employee (as defined below) or Alliance Contractor (as defined below) ("Alliance IPR")
shall solely vest in the Alliance, and the Alliance shall be free to use and publish any
research results, ideas, algorithms, techniques and other information developed for or by the
Alliance as determined by the Board of Directors in its sole discretion. Participants and its
Affiliates shall be granted a Royalty Free License to all Alliance IPR by the Alliance uponsuch terms as determined by the Board of Directors in its reasonable discretion, provided
that the term of any such license to the Participant and its Affiliates shall end upon the
resignation or removal of the Participant from the Alliance or the termination or expirationof the Participant’s Participant Agreement with such Participant. If any IPR is developed
using confidential information of a Promoter Member or Participant, then the Promoter
Member or Participant contributing the confidential information must be the owner of the
IPR.

5.

Joint IPR. Any IPR developed jointly by the Alliance pursuant to, and within the scope of,a separate written agreement between the Alliance and either a Promoter Member and/or
Participant or a contractor acting on behalf and as agent of such Promoter Member and/or
Participant, which agreement defines the scope of the work to be performed by Promoter
Member and/or Participant, shall be jointly owned by the Alliance and such applicable
Promoter Member and/or Participant ("Joint IPR") and title to such Joint IPR shall jointly

March 4, 2008

Exhibit 22

vest in the Alliance and such applicable Promoter Member and/or Participant. Each joint
owner shall be entitled to exercise all rights of ownership as provided by applicable U.S.
law without, however, an obligation of accounting from one to the other. Each such
Promoter Member and/or Participant acknowledges and agrees that the Alliance may license
the use of Joint IPR to other Promoter Members and Participants pursuant to terms andconditions determined by the Board of Directors in its reasonable discretion. For the
purposes of the foregoing, the term "developed jointly" shall mean that at least one Promoter
Member and/or Participant employee or contractor and one Alliance Employee or AllianceContractor qualify as co-inventors as a matter of U.S. patent law, in the case of patentablesubject matter, or qualify as co-authors as a matter of U.S. copyright law, in the case of
copyrightable subject matter.
6.

Definitions.
"Adopted Specifications" means Air Interface Specifications that have been approved or
adopted by the Alliance pursuant to the procedures set forth in the Corporate Bylaws.
“Alliance Contractor” means an individual or entity that has been retained as an independent contractor to provide services to the Alliance pursuant to a written consulting orservices agreement entered into by the Alliance and such individual or entity.
“Alliance Employee” means an individual who is employed by the Alliance pursuant to an
employment agreement by Alliance with such individual and who receives a salary from theAlliance.
"Alliance IPR" is defined in Section 4.
“Air Interface Specifications” means a set of written Air Interface Specifications, including protocols, for radio transmissions over the air between two or more identified
functional entities in a wireless network of information, instructions, messages, message
sequences, or data, including the definition and specifications for such attributes as frequency, channel bandwidth, and modulation scheme, to effect the interoperability of
products or devices that utilize such base stations or terminals by communicating via such
wireless network in accordance with such air interface specifications.
"IPR" means any and all Patent Rights, Technology Rights, or other intellectual property or
proprietary rights which may exist in any intellectual property under applicable state, federal orforeign laws. “Patent Rights” means any patent application or patent having claims covering
any invention, including, but not limited to, all continuations, divisionals, substitutions,reexaminations, reissues, extensions, additions, registrations and all corresponding foreign
patent applications and patents based on such applications or patents.

“Technology Rights” means rights under state and federal or foreign laws, including thelaws of copyright, trade secret, and unfair competition, in unpatented inventions, know-how,software and other technology.
"Joint IPR" is defined in Section 5.

March 4, 2008

Exhibit 2

3

"Necessary Claims" means one or more valid claims of all patents and patent applications
throughout the world, existing now or hereafter issued or filed, that a Promoter Member andParticipant, or any of their respective Affiliates, as applicable, owns, holds or has a right to,and that: (a) cover one or more of the Air Interface Specifications; and would be necessarily
infringed by an implementation of any Air Interface Specifications, where such
infringement could not have been avoided by another commercially reasonable noninfringing implementation of such Air Interface Specifications, and such infringement isnecessary to meet the implementation requirements of the Air Interface Specifications. If
Promoter Member and/or Participant asserts that any claim is not a Necessary Claim on thebasis that there is a commercially reasonable alternative to the infringing implementation of
the Air Interface Specifications such Promoter Member or Participant shall provide theBoard of Directors with documentation that in the reasonable opinion of the Board of
Directors evidences the availability of such a commercially reasonable alternative.
"Non-Member" means any third party which is not a member of the Alliance.
"Participant" means any non-member participant in the Alliance in accordance with the
Bylaws of the Alliance that has executed and entered into, and is bound by, the applicable
EnOcean Alliance Participation Agreement with the Alliance.
“Promoter Member” means a member of the Alliance in accordance with the Bylaws of the
Alliance that has executed and entered into, and is bound by, the applicable EnOcean
Alliance Promoter Member Agreement with the Alliance.
"Proposed Specifications" means draft Air Interface Specifications and/or any draft additions and/or modifications to existing Adopted Specifications (but not the underlying
Adopted Specifications) recommended for review and adoption to the Alliance by the Boardof Directors.
“RAND License” means a worldwide, non-exclusive, non-transferable license to Necessary Claims solely in order to use, implement and/or comply with the Air Interface Specifications and to make, have made, use, import, sell, offer to sell, promote or otherwise
distribute and dispose of the resulting product or technology, (i) that does not include any
right to grant sublicenses, (ii) that may be conditioned on payment of reasonable, nondiscriminatory royalties or fees by the licensee, (iii) that may be conditioned on a grant of areciprocal RAND License to all Necessary Claims owned or controlled by the licensee andits Affiliates, and (iv) that may not impose any further conditions or restrictions on the useof any other intellectual property rights or other technologies, or other restrictions on
behavior of the licensee, but (v) that may include reasonable and customary terms relating tooperation or maintenance of the license relationship.
"Royalty Free License" means a no cost, worldwide, perpetual, non-exclusive, nontransferable, license fee and royalty free license to IPR that does not include any right togrant sublicenses, as applicable, and to make, have made, use, import, sell, offer to sell,license, promote or otherwise distribute and dispose of the resulting product or technology.

March 4, 2008

Exhibit 2

4

EXHIBIT 3
ENOCEAN ALLIANCE
ANTITRUST GUIDELINES
Certain types of activities conducted by industry participants may be subject to scrutiny under
antitrust laws as being anti-competitive. In order to minimize exposure of the Alliance and its
Members to antitrust liability, the Alliance and each Member agrees to abide by the following
guidelines when participating with, for or on behalf of the Alliance:
1.

Neither the Alliance nor any of its committees shall be used for the purpose ofbringing about or attempting to bring about any understanding or agreement, written
or oral, formal or informal, express or implied, among and between competitors withregard to prices, terms or conditions of sale, distribution, volume of production,
territories, customers, credit terms or marketing practices.

2.

The Alliance and its Members shall not discuss, communicate or engage in any otherexchange between Members with regard to prices, pricing methods, production
quotas or other limitations on either the timing, costs or volumes of production orsale, or allocation of territories or customers.

3.

The qualifications for membership or participation in the Alliance are set forth in the
Corporate Documents. No applicant for membership or participation, who otherwise
meets the qualifications set forth therein, shall be rejected for any anti-competitive
purpose or for the purpose of denying such applicant the benefits of membership or
participation.

4.

The Alliance shall not compel or coerce any Member into accepting or complying
with any Adopted Specification.

5.

Adherence to Adopted Specifications or sample implementations shall be voluntaryon the part of the Members of the Alliance and shall in no way be compelled,
directed or coerced by the Alliance, it being solely a voluntary decision on the partof the particular Member of the Alliance as to whether to adhere to or comply withany such Adopted Specifications or sample implementations.

6.

Subject to applicable confidentiality obligations, including without limitation as set
forth in the applicable Promoter Member Agreement or Participation Agreement, if
information, materials or reports of the Alliance for the use of the membership or
participation is significant to third parties or others in the industry, then suchinformation, material and reports will be made available by the Alliance to all such
persons, on such reasonable terms and conditions as it may prescribe, in order tocarry out its purposes.

March 4, 2008

Exhibit 3

1

7.

March 4, 2008

To the extent that the purposes of the Alliance, as set forth in its Corporate
Documents require, for the Alliance's purposes and objectives, joint research anddevelopment by two or more of its Members, or representatives thereof, any suchjoint research and development for the Alliance shall exclude the following
activities:• the exchange of information among competitors relating to costs, sales,
profitability, prices, marketing or distribution of any product, process, or service
that is not reasonably required to conduct the research and development;• any agreement or any other conduct restricting, requiring, or otherwise involving
the production or marketing by any Member of the Alliance of any product,
process or service, other than the production or marketing of proprietary information developed through such joint research and development, such as
patents and trade secrets; and• any agreement or any other conduct restricting or requiring the sale, licensing or
sharing of inventions or developments not developed through such joint researchand development, or restricting or requiring participation by any Member of the
Alliance in other research and development activities, that is not reasonably
required to prevent misappropriation of proprietary information contributed by
any Member of the Alliance, or representative thereof, or of the results of suchjoint research and development.

Exhibit 32