Oxford Instruments Nanotechnology Tools Limited: End User Software Licence Agreement (EULA)For Software Licences Sold on the Oxford Instruments E-Commerce Website

BY ACTIVATING OR INSTALLING YOUR SOFTWARE YOU ARE AGREEING TO THE TERMS OF THE END USER SOFTWARELICENCE AGREEMENT SET OUT BELOW. IF YOU DO NOT OR CANNOT AGREE TO THE LICENCE TERMS, DO NOT ACTIVATEYOUR SOFTWARE.
READ THIS END USER LICENCE AGREEMENT BEFORE INSTALLING, ACTIVATING OR USING THE SOFTWARE. BY INSTALLING,ACTIVATING, USING OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS AND CONDITIONS CONTAINED HEREIN,YOU AS A LICENSEE CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMSCONTAINED HEREIN, THEN DO NOT INSTALL, ACTIVATE OR USE THE SOFTWARE. YOU MAY CONTACT LICENSORREGARDING THE LICENCE TERMS AT ANY TIME.

1 Definitions and Licence“Agreement” means this end user software licence agreement between Licensee and Licensor;“Documentation” means documentation associated with the Software;“Dongle” means a universal serial bus device containing a hardware-based Protection Key issued by Licensor for use with the Software;"Licensed Product" means the Software and the Documentation and one or more Protection Keys if provided;"Licensee" or “you” means the person or organisation that originally purchased the applicable licence(s) for use with the Licensed Productfrom Licensor;"Licensor" means Oxford Instruments Nanotechnology Tools Limited trading as Oxford Instruments Nanoanalysis;"Licensor Equipment" means equipment, hardware, or product purchased by Licensee from Licensor or a Licensor authorised reseller ordistributor;“Offline Licence” means a licence provided for the express purpose of authorising the use of the Software by Licensee on equipment
other than Licensor Equipment;“Protection Key” means a software-based or hardware-based activation method issued to Licensee by Licensor that authorises the use ofthe Software;“Seller” means ModusLink B.V, located at Wapenrustlaan 11-31, Apeldoorn, Netherlands; and"Software" means the computer program which is licenced to the Licensee by the Licensor in accordance with the terms of this Agreement
following Licensee’s purchase of a licence to use it from the Seller.
In accordance with the terms and conditions of this Agreement and in consideration of the mutual conditions contained herein, Licensor
grants Licensee a non-exclusive, non-transferable licence without the right to sub-license to use the Software in object code form only inaccordance with the number of licences and/or users set out in an acknowledgment of an order issued by Seller.
Product purchase documents, paper or electronic user documentation, and/or the particular licence purchased by Licensee may specify
limits to Licensee’s use of the Licensed Product. Fees are dependent on Licensed Product type, and these will be determined via the Seller
and paid following issuance of an invoice by the Seller.

2 Limitations of Use
Notwithstanding the licence granted in clause 1, the licence provided herein does not permit Licensee to, and Licensee agrees not to andshall not:a) modify, unbundle, reverse compile, reverse engineer or create derivative works based on the Licensed Product;b) copy or distribute the Licensed Product, except that Licensee may produce one copy of the Software for the sole purpose of backup, aslong as all copyright, confidentiality and other notices are reproduced and included on backup copies;c) rent, sell, lease, transfer, sub-license or grant any rights in and to any copy of the Licensed Product in any form to any third party;d) remove any proprietary notices, labels, or marks on or in any copy of the Licensed Product or any product in which the Software isembedded;e) use the Licensed Product in any manner that extends or is broader than the uses purchased by Licensee from Seller;f) use the Software on equipment that is not Licensor Equipment unless an Offline Licence has been purchased by Licensee, or use theSoftware on any equipment (including Licensor Equipment) on which the Software was not intended for use;g) use the Software (or make it available for use) on Licensor Equipment that Licensee did not originally purchase from Licensor or an
authorised Licensor reseller or distributor;h) disclose results of testing or benchmarking of the Software to any third party without the prior written consent of Licensor; andi) use the Licensed Product in any manner other than as expressly provided herein.

3 Audit
Licensee shall maintain accurate records as necessary to verify compliance with this Agreement. Upon request by Licensor, Licensee shallfurnish such records to Licensor and certify its compliance with this Agreement.

4 Ownership

Oxford Instruments Nanotechnology Tools Limited. All rights reserved.

July 2020

Oxford Instruments Nanotechnology Tools Limited: End User Software Licence Agreement (EULA)For Software Licences Sold on the Oxford Instruments E-Commerce WebsiteLicensor retains ownership of all right, title and interest (including but not limited to copyright) in and to the Licensed Product, and all copiesof the Licensed Product. Nothing in this Agreement constitutes a transfer or conveyance of any right, title or interest in the Licensed Productor a sale of the Licensed Product or copies of the Software.

5 Third Party Software
Any licensor of Licensor whose software is embedded in the Software and any supplier of Licensor whose product or technology isembedded in (or services are accessed by) the Software shall be a third party beneficiary with respect to this Agreement, and such licensor
or supplier of Licensor shall have the right to enforce this Agreement in its own name as if it were Licensor. In addition, certain third party
software may be provided with the Software and is subject to the accompanying licence(s), if any, of its respective owner(s).

6 TermAny breach of this Agreement or failure by Licensee to pay any applicable fees due shall result in automatic termination of the licencegranted herein. Upon such termination, Licensee shall return the Licensed Product to Licensor, and further destroy all backups, copies orworks derived from the Licensed Product. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability,remedies, or damages, and Licensor's proprietary rights shall survive termination, and Licensor shall still be entitled to all fees accrued.

7 Limited Warranty
Licensor warrants only to Licensee that the Software shall perform substantially in accordance with the accompanying documentation undernormal use for a period of NINETY (90) DAYS from the purchase date. The entire and exclusive liability and remedy for breach of this limited
warranty shall be at Licensor's option, either (1) return of the purchase price of the Licensed Product, or (2) replacement or rectification ofthe defective Licensed Product provided a Licensor representative is granted access to the Licensed Product to perform such replacement
or rectification.
EXCEPT AS PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCTIS WITH LICENSEE.
The above warranty DOES NOT apply to any Dongle if lost or damaged by Licensee, any beta software, any software, including but notlimited to the Software made available for testing or demonstration purposes, any temporary software modules or any software for which
Licensor does not receive a licence fee.

8 Limitation of Liability
Licensor’s sole obligation or liability under this Agreement is according to the limited warranty in clause 7 and shall be capped at a sumequal to the purchase price of the Licensed Product. In no event shall Licensor be liable for any loss which is or which represents loss ofprofit, revenue, benefit, anticipated savings, goodwill, loss of use of any asset, loss of data, business interruption, management costs, third
party liability or any consequential, incidental or indirect loss arising out of or in connection with this Agreement, save that nothing in thisAgreement shall limit or exclude any liability which cannot be limited or excluded in law.

9 Support
Additional support services for the Software are conditional upon Licensee executing a separate written support services agreement withLicensor. In the event that Licensee loses a Dongle, such loss must be reported to Licensor as soon as possible and Licensor reserves theright to charge the list price of the Software for any replacement Dongle.

10 Export
Licensee acknowledges and agrees that the Licensed Product is subject to restrictions, laws and regulations (”Export Control Laws”) andmay be subject to the export laws of other countries. You agree and certify that neither the Licensed Product nor any part or direct productthereof is being or will be acquired, shipped, transferred or exported, directly or indirectly, outside the United Kingdom, the United States
and/or the country in which the Software was provided to you by Licensor or an authorised distributor/reseller of the Software, or is being
or will be used for any purpose prohibited by the Export Control Laws.

11 General
Any attempt to sub-license, assign or transfer any of the rights, duties or obligations hereunder is void. This Agreement shall be governedby and interpreted under the laws of England and Wales and the English courts shall have exclusive jurisdiction over settling any disputesor claims arising out of or in connection with this Agreement or its subject matter or formation.
LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITSTERMS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENTOF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND SUPERSEDE ANY PROPOSAL OR PRIOR AGREEMENT, ORAL
OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

Oxford Instruments Nanotechnology Tools Limited. All rights reserved.

July 2020