Exhibit 10.1


 


LICENSE AND SUPPORT AGREEMENT


 


 


THIS LICENSE AND SUPPORT
AGREEMENT (the “Agreement”) is entered into as of May 15, 2017 (the “Effective Date”) by and between Concurrent
Computer Corporation, a Delaware corporation (“Licensee”) and Real Time, Inc., a Delaware corporation (“Licensor”).


 


WHEREAS, Licensor and
Licensee have entered into an Asset Purchase Agreement dated May 15, 2017 (the “Purchase Agreement”);


 


WHEREAS, capitalized
terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement;


 


WHEREAS, pursuant to
the Purchase Agreement, Licensor is the owner by assignment of certain rights in the marks “REDHAWK” and “NIGHTSTAR”
(collectively, the “Licensed Marks”) used in connection with the RedHawk software product and the NightStar software
product; and


 


WHEREAS, pursuant to
the Purchase Agreement, Licensor and Licensee have agreed to enter into this Agreement on the Closing Date in order to provide
certain software licenses and software maintenance services in connection with the divestiture and sale of the Business from Licensee
to Licensor, upon the terms and subject to the conditions hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual covenants, conditions, and agreements hereinafter expressed, the parties
hereto agree as follows:


 


Section
1.Software & Trademark Licenses.


 


1.1.       RedHawk
Software License Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee during the License
Term a fully-paid, worldwide, non-exclusive right and license to: (a) integrate the software described in Exhibit A (the “RedHawk
Software”) into Licensee’s Aquari product in substantially the same manner as the RedHawk Software was integrated into
the Aquari product immediately prior to the Closing Date; (b) to reproduce and distribute the Proprietary Components of the RedHawk
Software (as defined in Exhibit A) solely as integrated into the Aquari Product, provided, however that the Aquari product
makes no calls to the real-time libraries of the RedHawk Software (including those real-time components listed in Exhibit B) and
does not otherwise make use of, or integrate with, real-time functionality of the RedHawk Software or any other software and (c)
use, and reproduce the Proprietary Components of the RedHawk Software solely for the purpose of testing, developing, demonstrating,
operating and maintaining the Aquari product, including for disaster recovery and back-up purposes, as necessary to effectuate
the licenses granted in (a) and (b) above. The Open Source Components of the RedHawk Software are licensed pursuant to the GPL
or LGPL, which is located in the component's source code and permits Licensee to copy, modify, and redistribute (subject to certain
obligations in some cases) the software component, in both source code and binary code forms. Any use of the Open Source Components
is governed by the terms of the GPL or LGPL, as applicable. Notwithstanding the licenses granted in the Proprietary Components,
in the event that any third party software provided along with the Proprietary Components is associated with a separate end-user
license agreement, such third party software is licensed under the terms of that license agreement and not this one.


 






     


     


    

 


1.2.       NightStar
Software License Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee during the License
Term, a fully-paid, worldwide, non-exclusive right and license to use, execute, store, and duplicate the software specified in
Exhibit C, in object code format (“NightStar Software”) (the RedHawk Software and NightStar Software, collectively
referred to as the “Software”) solely for Licensee’s internal use and not for the benefit of any third party.


 


1.3.       Trademark
License Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a revocable fully-paid, worldwide,
non-exclusive right and license to use the Licensed Marks solely in connection with Licensee’s marketing, sales, and commercial
exploitation of the Aquari product and solely in a manner that provides Licensor the branding agreed upon by the parties. Any use
of the Licensed Marks must be approved in writing by Licensor prior to any distribution of such use, such approval not to be unreasonably
withheld, delayed or conditioned. Once the Licensor approves a specific use of the Licensed Mark (e.g., marketing brochure for
the Aquari product), the Licensor’s approval shall apply to all future distributions by Licensee of the approved material
in identical form, size and medium. Licensee acknowledges that it does not receive any benefit of or rights to any goodwill generated
by Licensee’s use of the Licensed Marks, which shall inure solely to the benefit of Licensor. All uses of the Licensed Marks
by Licensee shall be consistent with Licensor’s trademark usage guidelines and standards of and reputation for quality and
shall be of such high quality and standards as to protect and maintain the value and integrity of the Licensed Marks.


 


1.4.       Restrictions
on Use.


 


1.4.1       The
licenses granted in Sections 1 and 3 are: (a) non-transferable (except as provided in Section 9.4) and (b) may not be sublicensed
except that Licensee may sublicense its rights hereunder to: (i) any wholly-owned subsidiary, (ii) to any third party performing
services on behalf of Licensee, but only to the extent necessary to perform such services, and (iii) for the Proprietary Components
of the RedHawk Software and related Documentation, to end users, to the extent necessary to use the Aquari product in accordance
with the Documentation, and (iv) with respect to the Proprietary Components of the RedHawk Software, related Documentation and
the Licensed Marks, to third party distributors of the Aquari product, to the extent necessary to use, demonstrate, distribute,
market and license the Aquari product. Licensee will be liable for any acts or omissions of its sublicensees to the same extent
that any such acts or omissions were performed (or failed to be performed) by Licensee’s employee. Notwithstanding the License
Term, during the one-year period following the Effective Date, sublicenses granted by Licensee under Section 1.4.1(iii) may be
perpetual in scope.


 






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1.4.2       Prior
to making any Software, Documentation or the Licensed Marks available to any sublicensee, Licensee will first enter into:


 


(a) with respect to each Sublicensee that
is a vendor, a vendor agreement (the “Vendor Agreement”) that is binding, valid and enforceable against the vendor
by both Licensee and Licensor, that provides Licensor the same or greater protections in its intellectual property and Confidential
Information as this Agreement and pursuant to which Licensor is a third party beneficiary;


 


(b) with respect to the RedHawk Software and
Documentation made available to End Users, an end user license agreement between Licensee and such End User (the “End User
License Agreement”) that is binding, valid and enforceable against the End User by both Licensee and Licensor, that is approved
by Licensor, contains flowdown provisions that protect Licensee, the RedHawk Software and Documentation to the same extent that
Licensor and the Aquari product are protected, and pursuant to which Licensee is an intended third party beneficiary and


 


(c) with respect to the RedHawk Software,
Documentation and Licensed Marks made available to distributors of the Aquari product, a distributor agreement between Licensee
and such distributor (the “Distributor License Agreement”) that is binding, valid and enforceable against the distributor
by both Licensee and Licensor, that is approved by Licensor, contains flowdown provisions that protect Licensee, the RedHawk Software,
the Documentation and the Licensed Marks to the same extent that Licensor, the Aquari product and Licensor’s own trademarks
are protected, and pursuant to which Licensee is an intended third party beneficiary.


 


1.4.3       Except
as otherwise expressly stated herein, Licensee will not: (a) assign, sublicense, transfer, lease, rent or distribute any of its
rights in the Software; (b) reverse assemble, decompile, reverse engineer, translate or otherwise attempt to derive or obtain the
source code (except where Licensee obtains such source code from Licensor under this Agreement in connection with the Open Source
Software), the underlying ideas, algorithms, structure or organization of the Software; (c) use the Software for the benefit of
any third party including as part of any software as a service offering, hosted solution or managed service; or (d) publish any
benchmark testing results regarding the Software, without Licensor’s written consent.


 


1.5.       Other
than the express rights and licenses granted herein, Licensor reserves all right, title and interest in the Software and Documentation,
including all intellectual property rights.


 


Section
2.License Fees. The licenses are fully-paid. No further license fees will be payable by Licensee to
Licensor hereunder.


 


Section
3.Documentation. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee
a fully-paid, worldwide right and license to use, store, duplicate, modify, distribute, and create derivative works of all operating
manuals, user manuals, guides, product descriptions, product specifications, technical manuals, supporting materials, and other
information relating to the Software and made available to Licensee by Licensor (collectively, the “Documentation”)
solely for the purpose of exercising the licenses granted in Section 1(a) above. Licensee will use and operate the Software solely
in accordance with the Documentation.


 






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Section
4.Support. 


 


4.1.       Technical
Support. During the License Term, Licensor will provide Licensee technical support and maintenance in accordance with Licensee’s
standard technical support and maintenance policies for the applicable Software , at no charge to Licensee, with the understanding
that Licensor will make available to Licensee updates and upgrades that constitute bug fixes, error corrections or performance
deficiencies, but Licensor is not required to provide any update or upgrades that provide additional features or functions.


 


4.2.       Operational
Support. Licensor will provide to Licensee operational and technical support assistance necessary to cause the Software to
perform in substantial accordance with the unmodified Documentation or to integrate improvements as desired by Licensee, and any
remedial support necessary to provide a by-pass or temporary fix to a Defect until the Defect can be permanently corrected. Licensor
will provide up to 300 hours of support per year, as measured from the Effective Date, at no cost to Licensee. In the event that
Licensee needs additional hours of support in excess of the 300 hours in any one year, Licensor will provide such services as the
Licensee may reasonably request at a price and for a period to be agreed upon after good faith negotiations between the Parties.


 


4.3.       NightStar
Software Training. Notwithstanding Licensor’s obligations in Sections 4.1 and 4.2 above, within the 12 months following
the Effective Date, at Licensee’s request, Licensor will provide up to 40 hours of operational training for the NightStar
Software for up to 40 persons identified by Licensee. For the avoidance of doubt, none of the up to 40 hours of operational training
to be provided under this Section 4.3 will be counted towards the up to 300 hours of Software support to be provided by Licensor
under Section 4.2.


 


Section
5.Proprietary Rights and Restrictions. All proprietary rights in all intellectual property contained
in the Software and Documentation that are owned or developed by Licensor, and any updates, changes, alterations, or modifications
made by Licensor to such intellectual property, will be and remain the property of Licensor.


 


Section
6.Confidential Information.


 


6.1.       “Confidential
Information” means any information, technical data or know-how, including without limitation, that which relates to Software,
Documentation, the Aquari product, specifications, source code, object code, research, inventions, processes, designs, drawings,
engineering, products, services, benchmark tests, markets, prices, or finances, which is identified as confidential either orally
or in writing at the time of disclosure, or, in the alternative, should reasonably be considered Confidential Information. Confidential
Information will not include any information that: (1) has been or is obtained by the receiving party from an independent source
without obligation of confidentiality, (2) is or becomes publicly available other than as a result of an unauthorized disclosure
by the receiving party or its personnel, or (3) is independently developed by the receiving party without reliance in any way on
the Confidential Information disclosed.


 






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6.2.       Nondisclosure
Obligations. All Confidential Information exchanged between the parties pursuant to this Agreement: (a) except as permitted
under the licenses and rights in Sections 1 and 3, will not be copied or distributed, disclosed, or disseminated in any way or
form by the receiving party to anyone except its own employees, agents, contractors, or sublicensees who have a reasonable need
to know the Confidential Information; (b) will be treated by the receiving party with the same degree of care as is used with respect
to the receiving party's own information of like importance, but with no less than reasonable care; (c) will not be used by the
receiving party for its own purposes or any other purpose except as set forth in this Agreement, without the express written permission
of the disclosing party; and (d) will remain the property of and be returned to the disclosing party (along with all copies thereof)
within thirty (30) days of receipt by the receiving party of a written request from the disclosing party setting forth the Confidential
Information to be returned or upon expiration or termination of this Agreement. Notwithstanding the above, the receiving party
will disclose Confidential Information to agents and contractors only if such agent or contractor has signed a nondisclosure agreement
that requires the agent or contractor to protect the Confidential Information in the same manner as required of the receiving party.
The receiving party is jointly and severally liable for the acts and omissions of any of its agents or contractors.


 


6.3.       Compelled
Legal Disclosure. In the event the receiving party becomes legally compelled to disclose any Confidential Information, the
receiving party will provide the disclosing party with prompt prior written notice of such requirement and the receiving party
will reasonably cooperate in any effort by the disclosing party to petition the authority compelling such disclosure for an order
that such disclosure not occur or that it occur pursuant to terms and conditions designed to ensure continued confidentiality or
minimized disclosure.


 


Section
7.Warranties; Disclaimers and Limitations on Remedies.


 


7.1.       Licensee
represents and warrants that it will use, market and distribute the RedHawk Software, as contained in the Aquari product, in accordance
with all applicable laws, including laws regarding deceptive trade practices and activities intended to prohibit bribery.


 


7.2.       THE
SOFTWARE AND SERVICES AND ANY OTHER LICENSOR PERFORMANCE PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” AND WITH ALL
FAULTS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LICENSOR ON BEHALF OF ITSELF AND ITS LICENSORS, DISTRIBUTORS
AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SECURITY, NONINFRINGEMENT, QUIET ENJOYMENT, COURSE OF DEALING OR USAGE OF TRADE.


 



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7.3.       NEITHER
PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES
OR LIABILITIES OF ANY KIND OR FOR LOSS OF DATA, LOSS OF PROFITS, REVENUE, BUSINESS OR OTHER LOSS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, THE SOFTWARE OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
CLAIM BY ANY OTHER PARTY. LICENSOR WILL NOT BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR SOFTWARE. IN NO EVENT WILL
LICENSOR’S CUMULATIVE LIABILITY EXCEED THE GREATER OF: (A) TEN THOUSAND DOLLARS ($10,000) AND (B) THE FEES PAID BY LICENSEE
TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE.


 


7.4.       The
disclaimers and limitations on liabilities and remedies specified in Section 7.2 and 7.3 will not limit a party’s liability
resulting from a misappropriation of the other party’s intellectual property that is the subject of this Agreement or a breach
of the provisions of Section 7 (Confidential Information) or any indemnification obligation.


 


7.5.       Allocation
of Risk. Both parties understand and agree that the warranties, indemnities, limitations on liability and the remedies provided
therein are exclusive and allocate risk between the parties to the extent authorized by applicable law. Both parties acknowledge
that Licensor would not have entered into this Agreement but for the allocation of risk set forth herein.


 


Section
8.Indemnification. To the maximum extent allowed by law, Licensee (the “Indemnitor”) will
indemnify and hold harmless Licensor and its members, directors, officers, employees, agents, Representatives and customers (the
“Indemnitees”), from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and
expenses (collectively referred to as “Claims”), including attorneys’ fees incurred in responding to such Claims,
that the Indemnitees may suffer or incur arising out of or in connection with Indemnitor’s breach of this Agreement, the
Aquari product, or any modification or derivative work made to the Software by or on behalf of Indemnitor.


 






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Section
9.Miscellaneous.


 


9.1.       Notices.
All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally or by
e-mail, or sent by certified, registered or express air mail, postage prepaid, and shall be deemed given when so delivered personally,
or upon confirmation of delivery if delivered by e-mail, or if mailed, two (2) days after the date of mailing, as follows (or at
such other address for a Party as shall be specified upon like notice):


 


If to Licensee:


  


Concurrent Computer Corporation


4375 River Green Parkway, Suite 100


Duluth, Georgia 30096


Attn: Davina Furnish, General Counsel


Email: davina.furnish@ccur.com


Facsimile: 678.258.3962


 


with a copy, which shall not constitute notice, to:


 


King & Spalding LLP


1180 Peachtree Street, N.E.


Atlanta, Georgia 30309


		Attn:	Keith M. Townsend



Michael R. Miller


		Email:	ktownsend@kslaw.com



mmiller@kslaw.com


Facsimile: 404.572.3517


 


If to Licensor:


 


Real Time, Inc.


c/o Battery Ventures


1 Marina Park Drive, Suite 1100


Boston, Massachusetts 02210


Attention: Russell Fleischer; Lizette Perez-Deisboeck


 


with a copy, which shall not constitute notice, to:


 


Cooley LLP


500 Boylston Street, 14th Floor


Boston, MA 02116


		Attn:	Alfred L. Browne III, Esq.



Matthew W. Ruderman


		Email:	abrowne@cooley.com



mruderman@cooley.com


 


9.2.       Counterparts.
This Agreement may be executed in one or more counterparts for the convenience of the parties hereto, each of which shall be deemed
an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or via portable document format (pdf) shall be effective as delivery of a mutually executed
counterpart to this Agreement.


 


9.3.       Entire
Agreement; Parties in Interest. This Agreement (a) constitutes the entire agreement and understanding among the Parties with
respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, among the
Parties with respect to such subject matter; and (b) are not intended to confer upon any other Person any rights or remedies hereunder,
except as expressly provided in Section 9.4.


 






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9.4.       Assignment.
This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors and permissible assigns of
the Parties. This Agreement and any rights and obligations hereunder will not be assigned, hypothecated, or otherwise transferred
by any Party hereto by operation of law or otherwise without the prior written consent of the other Party; provided, however, notwithstanding
the foregoing, Licensor may assign its rights and obligations under this Agreement without such consent to (i) one or more of its
Affiliates, (ii) in connection with a sale, merger or other transaction involving a transfer of substantially all of its assets
and (iii) in connection with the sale, merger or other transaction involving a transfer of substantially all of the assets of the
business related to the Software; provided that such assigning party shall remain liable for its obligations hereunder.


 


9.5.       Severability.
The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions hereof. If it is
ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction
shall be enforced to the maximum extent permitted by Legal Requirement.


 


9.6.       Conflict
with the Purchase Agreement. In the event of any conflict between any provision in the Purchase Agreement and any provision
in this Agreement, the provision in the Purchase Agreement will prevail. For the avoidance of doubt, the parties agree that nothing
in this Agreement is intended to limit Licensee’s liability pursuant to the Purchase Agreement.


 


9.7.       Governing
Law. All issues and questions concerning the construction, validity, enforcement, and interpretation of this Agreement and
the exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect
to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal
law of the State of Delaware shall control the interpretation and construction of this Agreement (and all exhibits hereto), even
though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily apply.


 


9.8.       Jurisdiction
and Venue. Each Party submits to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware
in any Proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the Proceeding may be heard
and determined in any such court and agrees not to bring any Proceeding arising out of or relating to this Agreement in any other
court. Each Party waives any defense of inconvenient forum to the maintenance of any Proceeding so brought and waives any bond,
surety, or other security that might be required of any other party with respect thereto. Each Party agrees that service of summons
and complaint or any other process that might be served in any Proceeding may be made on such Party by sending or delivering a
copy of the process to the Party to be served at the address of the Party and in the manner provided for the giving of notices
in Section 8 hereof. Nothing in this Section 8, however, shall affect the right of any Party to serve legal process in any
other manner permitted by Legal Requirement. Each Party agrees that a final, non-appealable judgment in any Proceeding so brought
shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Legal Requirement, including
in any court of competent jurisdiction.


 






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9.9.       Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES, AND COVENANTS
THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY
ISSUE, CLAIM, DEMAND, PROCEEDING, OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH
THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT
OR OTHERWISE. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.8 WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


9.10.
Amendment; Waiver. 9.10.1


 


9.10.1       
This Agreement may not be amended except by an instrument in writing signed on behalf of the Licensor and the Licensee. Any waiver
of any of the terms or conditions of this Agreement must be in writing and must be duly executed by or on behalf of the party to
be charged with such waiver.


 


9.10.2       
No waiver of any provision of this Agreement is binding unless it is in writing and signed by the Party granting such waiver. Except
as expressly set forth in this Agreement, the delay or failure of a Party to exercise any of its rights hereunder or to insist
upon strict adherence to any term or condition hereof on any one occasion shall not be construed as a waiver of, or acquiescence
in, any breach of any representation, warranty, or agreement herein, nor will it deprive that Party of the right thereafter to
insist upon strict adherence to the terms and conditions of this Agreement at a later date, nor will any single or partial exercise
of any such right preclude any other or further exercise thereof or of any other right. Further, no waiver of any of the terms
and conditions of this Agreement shall be deemed to or shall constitute a waiver of any other term or condition hereof (whether
or not similar).


 


9.11.       This
Agreement is expressly made subject to any U.S. government laws, regulations, and other restrictions regarding export from the
U.S. or re-export of computer software and technology. Licensee agrees not to export or re-export any Software or derivative thereof
in contradiction to any such applicable export restriction or to use the Software in a manner prohibited by an export restriction
including, without limitation for nuclear, chemical or biological weapons proliferation. Licensee agrees to obtain all licenses,
permits or approvals required by any government at Licensee’s sole cost and expense.


 


9.12.       Headings.
The headings contained in this Agreement are inserted only for reference as a matter of convenience and in no way define, limit,
or describe the scope or intent of this Agreement, and will not affect in any way the meaning or interpretation of this Agreement.


 


9.13.       Term
and Survival.


 


9.13.1       
Term. The term of this Agreement shall extend for three years from the Effective Date (the “License Term”).


 


9.13.2       
Survival. The provisions contained in this Agreement that by their context are intended to survive termination will survive, including
without limitation, Sections 5, 6, 7, 8 and 9.


 






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[Signature Block Next Page]


  




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IN WITNESS WHEREOF,
the Parties have executed and delivered, or caused this Agreement to be executed and delivered, by each of them or their respective
officers thereunto duly authorized, all as of the date first written above.


 


 


Licensee: 


 


CONCURRENT COMPUTER CORPORATION


 


 


Signature: /s/ Derek Elder


 


Printed Name: Derek Elder


 


Title: President and CEO


 


Date: May 15, 2017


 


 


 


Licensor:


 


REAL TIME, INC.


 


 


Signature: /s/ Russell Fleischer


 


Printed Name:  Russell Fleischer


 


Title: President


 


Date: May 15, 2017


 




    
[Signature Page to License and Support Agreement]



     


    

 


EXHIBIT A


 


RedHawk operating system, version 7.0.3, et seq., comprised
of


 


Open Source:


•            
CentOS Linux distribution


•            
RedHawk Linux Operating System (kernel)


•            
RedHawk Cluster Manager


•            
RedHawk High-Performance Math Package


•            
RedHawk Global File System


•            
RedHawk High Availability NFS


•            
RedHawk Target Licenses


 


Proprietary:


•            
RedHawk Frequency Based Scheduler (FBS)


•            
Real time libraries listed in Exhibit B


  




     


     


    

 


EXHIBIT B


 


Real-time libraries of the RedHawk Software:


 


		1.	libccur_rt.so



 


		2.	libccur_fbsched.so



 


		3.	libF77rt.so



 


		4.	libccur_math.so



 




     


     


    

 


EXHIBIT C


 


 


The following NightStar Tools for software development and debugging:


 


		1.	NightView



 


		2.	NightTrace



 


		3.	NightSim



 


		4.	NightProbe



 


		5.	NightTune