Exhibit 10.116

Certain portions of this exhibit have been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

SOUTHWALL TECHNOLOGIES INC.        DISTRIBUTION AGREEMENT

This Agreement is made and entered into in the City of Palo Alto (California, U.S.A.) as of January 1, 2002 by and between Globamatrix Holdings
Pte. Ltd. ("LICENSEE") and Southwall Technologies Inc. ("SOUTHWALL").

WITNESSETH

WHEREAS,
SOUTHWALL produces and manufactures the Film (as defined below), which is used in the manufacturing of the Product (as defined below);

WHEREAS,
SOUTHWALL is the owner of the patents registered in the US Patent and Trademark Office, which are further described in Exhibit 1hereto, as well as of the trademarks described inExhibit 1hereto, including,
without limitation, Solis®;

WHEREAS,
LICENSEE wishes to obtain the exclusive right to distribute SOUTHWALL's Product worldwide on the terms and subject to the conditions set forth herein;

WHEREAS,
LICENSEE has requested and SOUTHWALL has agreed to provide LICENSEE with certain minimum amounts of Product each year during the term of this Agreement;

WHEREAS,
the parties acknowledge that such a commitment by SOUTHWALL places a substantial production risk on SOUTHWALL and requires SOUTHWALL to make a substantial investment (in dollars
and lost opportunities) to dedicate a material portion of its production capacity and other resources to the manufacture of such Product on behalf of LICENSEE, and, accordingly, that LICENSEE's option
herein to perform its obligations by either purchasing specified levels of Product hereunder or making payment therefor is in consideration of SOUTHWALL's making available such
production capacity and other resources; and

WHEREAS,
the parties acknowledge that the commitment by LICENSEE to purchase minimum amounts of Product requires LICENSEE and its appointed master franchisees and distributors to invest
and employ substantial resources (human and capital) to market and build increased demand to consume the Product in the Territory and places LICENSEE at substantial risk (in dollars, loss of goodwill
and damages), that SOUTHWALL's commitment to perform its obligations and in particular make timely deliveries of good quality Product to the specified levels hereunder or making payment
therefor is in consideration of LICENSEE's reciprocal commitment to purchase agreed minimum amounts of Product;

NOW,
THEREFORE, in consideration of the mutual covenants set forth below, the parties hereto agree as follows:

For
purpose of this Agreement:



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2

---











3

---



4

---





5

---



6

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| | Wherein: | A = Amount ordered (square feet)
| | -------- | --------------------------------
| |          | B = Amount shipped (square feet)
| |          | P = Price of product type       

7

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8

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9

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10

---







11

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12

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13

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[The remainder of this page is left blank intentionally.]

14

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

|SOUTHWALL TECHNOLOGIES INC.
1029 Corporation Way
Palo Alto, CA 94303
U.S.A.
Facsimile No.: 650-962-0182 |  | GLOBAMATRIX HOLDINGS PTE. LTD.
3 Science Park Drive
02-16, Singapore 118223
Facsimile No.: 65-67747377
|------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------
|By:                                                                                                     |  |                                                                                                       
|                                                                                                        |  | Name: Thomas G. Hood
Title: President and CEO                                                         

15

---

|EXHIBIT 1 |  | PATENTS AND TRADEMARKS
|--------- |  | ----------------------

|Country of
Registration      |  | Patent Title                                                                              |  | Patent Number 
|---------------------------- |  | ----------------------------------------------------------------------------------------- |  | --------------
|United States (US)           |  | Color-Corrected Heat-Reflecting Composite Films and Glazing Products Containing the Same  |  | 5,071,206     
|United States (US)           |  | Heat-Reflecting Composite Films and Glazing Products Containing the Same (Re-examination) |  | 4,799,745     
|Canada (CA)                  |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 1,335,086     
|Korea (KR)                   |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 123,162       
|Australia (AU)               |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 625,754       
|(BR)                         |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | PI-8,907,876-4
|European Patent
Office (EPO) |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     
|Japan (JP)                   |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 290,176       
|Austria (AT)                 |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     
|Belgium (BE)                 |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     
|France (FR)                  |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     
|Germany (DD)                 |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 68,924,853.9  
|Great Britain (GB)           |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     
|Netherlands (NL)             |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     
|Italy (IT)                   |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     
|Sweden (SE)                  |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     
|China (CH)                   |  | Multi-Layer Heat-Reflecting Composite Films and Glazing Products Containing the Same      |  | 0,454,666     

---

|Trademark |  | Country             |  | Registration Date      
|--------- |  | ------------------- |  | -----------------------
|Solis     |  | Canada              |  | 3/12/2001              
|Solis     |  | Mexico              |  | Filed 2/26/1998 Pending
|Solis     |  | United States       |  | 9/17/1996              
|XI R      |  | Canada              |  | 8/23/1996              
|XIR       |  | China P.R.          |  | 11/14/1994             
|XIR       |  | Community Trademark |  | 5/07/2001              
|XIR       |  | France              |  | 6/17/1993              
|XIR       |  | Hong Kong           |  | 3/15/1996              
|XIR       |  | Indonesia           |  | 5/22/1993              
|XIR       |  | Italy               |  | 10/17/1995             
|XIR       |  | Japan               |  | 10/28/2000             
|XIR       |  | Malaysia            |  | 5/08/2000              
|XIR       |  | Singapore           |  | 5/14/1993              
|XIR       |  | Taiwan              |  | 1 /16/1995             
|XIR       |  | Thailand            |  | 8/05/1993              
|XIR       |  | United States       |  | 4/23/1991              

---

Exhibit 2

  
Film and Product

---

|EXHIBIT 2 |  | FILM AND PRODUCT
|--------- |  | ----------------

XIR
- SOLIS - MS-65
Film and Products

Films
XI R-70
XIR-75
MS-65

Products
V-KOOL 30 (aka Huper Drei)
V-KOOL 40
V-KOOL 60 (aka Huper Sech)
V-KOOL 60
V-KOOL 70
V-KOOL 75 (aka Huper Acht)

---

Exhibit 3
   
Form of Purchase Order Confirmation

---

|EXHIBIT 3 |  | FORM OF PURCHASE ORDER CONFIRMATION
|--------- |  | -----------------------------------

The
following is a description of the front side of the Form of Purchase Order: The Form of Purchase Order contains the customer billing address and the customer ship-to
address. In the form of a table, the following information is included: Order Date, Sales Order No., Customer P.O. No., Customer Contact information, Carrier Terms, Salesperson, Customer No., Item
No., Quantity Ordered, Product No., Product Description, U/M, Scheduled Ship Date, Balance Open, Unit Price and Extension. The purchase order that serves as the exhibit to the agreement contains
portions for which confidential treatment has been requested. These portions have been filed separately with the Commission. The reverse side of the Form of Purchase Order contains the following terms
and conditions:

SOUTHWALL TECHNOLOGIES INC.
STANDARD TERMS AND CONDITIONS

This
document sets forth the terms and conditions of the agreement between Buyer and Southwall Technologies Inc. ("Southwall") for the purchase of Southwall's products.

1.SCOPE.    The terms and conditions set forth herein apply to all of Buyer's purchases of products from Southwall
pursuant to this contract. Southwall expressly rejects and does not accept any inconsistent or additional terms set forth in any writing by Buyer preceding or succeeding the date hereof except for a
written agreement succeeding this document executed by an authorized representative of Southwall. Southwall's agreement to sell products to Buyer is expressly conditioned upon Buyer's assent to the
terms set forth herein.

2.DELIVERY.    Delivery will be FOB Southwall's plant. Buyer shall pay all freight, insurance, packing and
comparable charges relating to such delivery. Southwall shall ship the products in Southwall's standard shipping packages to buyer at Buyer's address set forth on Buyer's Purchase Order. Unless
otherwise instructed in writing by Buyer, Southwall will select the carrier. Title and risk of loss to products purchased under this Agreement shall pass to Buyer upon delivery thereof to the carrier.
Shipping dates, if any, set forth in Southwall's Purchase Order Acknowledgement are approximate only and merely represent Southwall's estimate of the time required to make shipment. Southwall shall
not be liable for any loss or expense (consequential or otherwise) incurred by Buyer as a result of any delay in delivery for any reason other than arbitrary refusal of Southwall to perform. Southwall
may deliver any product in installments. Buyer acknowledges and agrees that Southwall's fulfillment of Buyer's order may vary by as much as 10% and Buyer agrees: (i) that any shipment of
product within such range shall fulfill Buyer's Purchase Order and (ii) Buyer shall pay based on the amount actually shipped.

3.ACCEPTANCE FOR HEAT MIRROR PRODUCTS.    Buyer shall inspect all products and may, in accordance
with the procedures set forth in Section 7Quality Assurance of the Heat Mirror Manual, reject any products which fail in any significant respect to meet Southwall's
current acceptance specifications set forth in Appendix IV of the Heat Mirror Manual.

ACCEPTANCE
FOR NON HEAT MIRROR PRODUCTS. Buyer shall inspect all products promptly upon receipt thereof at the shipping destination and may reject any products which fail in
any significant respect to meet Southwall's current acceptance specifications or any specifications set forth in writing and signed by both parties in the purchase agreement between Southwall and
Buyer. Products not rejected by written notice, together with a request for a Return Material Authorization (RMA) number, within fourteen (14) days of receipt shall be deemed to have been
accepted. Buyer's rejection shall not be effective unless the rejected products are returned freight prepaid to a site designed by Southwall in the original shipping cartons with Southwall's RMA
number displayed on each carton within ten (10) days of receipt of said RMA number. As promptly as possible, but not later than thirty (30) days after receipt of such rejected product,
Southwall shall determine if the product was properly rejected. Southwall shall either repair or replace, at its option and expense, properly

---

rejected products and shall prepay transportation charges back to Buyer if the products were not properly rejected. Buyer shall pay transportation charges in both directions.

4.PAYMENT.    Payment terms are cash in advance except where open account credit is established and maintained to
the satisfaction of Southwall in which cash payment terms are net thirty (30) days from date of shipment. The amount of credit or terms of payment may be changed or credit withdrawn by
Southwall at any time and for any reason or no reason. Payment shall be made for the products
without regard to whether Buyer has made or may make any inspection or use of the products. Any invoiced amount which is not paid when due will bear interest at the rate of the lesser of the rate of
one and one-half percent per month or the highest rate then permitted by applicable law with respect to such obligation.

5.TAXES.    Buyer shall bear all applicable federal state municipal and other taxes (such as sales use value added
or similar taxes) all customs, duties, imports, and similar charges and all personal property taxes assessible on the products after delivery to the carrier at Southwall's designated site. Unless
Buyer provides Buyer's resale permit or certificate with its order, Buyer will be invoiced for the appropriate sales and use taxes.

6.SECURITY INTEREST.    Southwall retains a purchase money security interest in the products (and replacements)
and all proceeds and products thereof until the full purchase price therefor (including taxes and additional charges) has been paid. Southwall shall have with respect to such items the rights of a
secured party pursuant to the California Uniform Commercial Code, including the right to repossess and remove such items without prejudice to any other rights Southwall may have at law or in equity.

7.LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES FOR HEAT MIRROR PRODUCTS.    The sole warranty
provided by Southwall to Buyer with respect to Heat Mirror products is that contained in the Heat Mirror Limited Warranty set forth in Appendix III of the Heat
Mirror Manual. THE HEAT MIRROR LIMITED WARRANTY DOES NOT EXTEND TO ANY HEAT MIRROR PRODUCTS SEPARATELY OR AS PART OF AN ASSEMBLY THAT HAVE BEEN SUBJECT TO
MISUSE, ACCIDENT OR IMPROPER STORAGE, INSTALLATION OR APPLICATION, OR TO HEAT MIRROR PRODUCTS THAT HAVE BEEN ALTERED OR REPAIRED TO ANY LABOR CHARGES OR APPLICATION, OR PROPERTY DAMAGE
FOR PHYSICAL REMOVAL OR REPLACEMENT OF THE DEFECTIVE PRODUCT.

THE
HEAT MIRROR WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AND EXCLUDES WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE AND OF ANY OTHER SIMILAR OBLIGATION ON THE PART OF SOUTHWALL.

LIMITED
WARRANTY AND DISCLAIMER OF WARRANTIES FOR NON HEAT MIRROR PRODUCTS. Southwall warrants to Buyer for a period of sixty (60) days from the date of original
shipment of Buyer that products delivered by Southwall to Buyer pursuant to this Agreement shall substantially comply with Southwall's product specification, except that Buyer shall have the exclusive
responsibility for materials furnished by Buyer. Southwall's obligation under this warranty is limited to replacing or repairing, at its option and expense, any product found by Southwall to be
defective. The procedure for returning defective products shall be the same as that for returning rejected products set forth in Article 3 "Acceptance".

THIS
LIMITED WARRANTY DOES NOT EXTENT TO ANY PRODUCTS THAT HAVE BEEN SUBJECT TO MISUSE, ACCIDENT OR IMPROPER STORAGE, INSTALLATION OR APPLICATION TO PRODUCTS THAT HAVE BEEN ALTERED OR
REPAIRED, TO ANY LABOR CHARGES FOR PROPERTY DAMAGE FOR PHYSICAL REMOVAL OR REPLACEMENT OF THE DEFECTIVE PRODUCT.

THIS
LIMITED WARRANTY IS IN LIEU OF ALL WARRANTIES, EITHER EXPRESS OR IMPLIED AND EXCLUDES WITHOUT LIMITATION ANY IMPLIED WARRANTY OR

---

MERCHANT FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT AND OF ANY OTHER SIMILAR OBLIGATION ON THE PART OF SOUTHWALL.

8.TERMINATION.

(a)Termination for Default.    Failure to make any payment when due in accordance with the terms hereof shall
constitute a default. Any other material breach of this contract by either party shall constitute a default if not cured within thirty (30) days after written notice of such breach is given.
Upon default by either party, the other party may terminate this contract on ten (10) days written notice.

(b)Termination for Insolvency.    Either party may terminate this contract immediately upon written notice if the
other party is insolvent or has made any assignment by operation of law or otherwise of this contract or any of its rights hereunder for the benefit of creditors.

9.Buyer Changes.    Termination and Delays.

(a)  Order
agreements pursuant to this quotation may be changed or terminated by the Buyer only with the specific approval of Southwall, and shall be subject to change or
termination charges which shall include, among other things, compensation for specific expenses and commitments already incurred or made in connection with the orders and a reasonable allowance for
overhead general and administration expenses and profit, determined in accordance with Southwall's standard accounting practices. A minimum of 10% cancellation fee will be applicable to orders
cancelled after 48 hours. Change orders may also necessitate a revision in shipment dates.

(b)  If
the Buyer causes a delay in contract completion or requests that shipment be delayed, Southwall shall have the right to submit invoices for products after giving
notice to the Buyer that the products are ready for shipment, which invoices are due and payable within thirty (30) days. Risk of loss shall pass to the Buyer on the date the
ready-for-shipment notice is given and the Buyer shall pay all
necessary storage charges incurred thereafter. Southwall shall be equitably compensated for any additional costs it may incur by reason of such delay.

10.LIMITATION OF LIABILITY.    ANY PROVISION HEREIN TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL SOUTHWALL
BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL THE LIABILITY OF SOUTHWALL ARISING IN CONNECTION WITH ANY PRODUCTS SOLD HEREUNDER OR WITH
THE DELIVERY, INSTALLATION, USE, REPAIR OR PERFORMANCE OF THE SAME (WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED ON CONTRACT, WARRANTY, TORT OR OTHERWISE) EXCEED THE ACTUAL AMOUNT PAID BY BUYER TO
SOUTHWALL FOR THE PRODUCT OR PRODUCTS DELIVERED HEREUNDER UPON WHICH THE CLAIM IS BASED.

11.FORCE MAJEURE.    If the performance of this Agreement or of any obligation hereunder (except payment of monies
due) is prevented, restricted or hindered with by reason of fire or other casualty or accident, strike or labor disputes, inability to procure raw materials, power or supplies, war or other violence,
any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency or intergovernmental body or any other act or condition whatsoever beyond the reasonable control
of the parties hereto, the party so affected upon giving notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.

12.PROPRIETARY INFORMATION, PROPRIETARY TECHNICAL MATERIALS.    Proprietary Information shall include all
technology concepts, equipment techniques, know-how, processes or inventions (whether or not patented or patentable; embodied in or related to the products or the manufacturing of the
same. "Proprietary Technical Materials" shall mean all writings including documentation, manuals, instructions, correspondence or other data relating to the products or the Proprietary Information.
All Proprietary Information and Proprietary Technical Material provided by or attributable to Southwall under this Agreement was the property of and are proprietary to Southwall. Except to the extent
Buyer uses or sells a product hereunder (which use or sale shall not include any

---

duplication thereof) which incorporates any Proprietary Information, Buyer shall not copy or reproduce or transfer, assign, sub-license, loan, disclose or otherwise make available all or
any Proprietary Information to any person or other entity without the prior written consent of Southwall to the specific act to be taken. Any and all Proprietary Technical Materials which Southwall
may furnish shall be in Buyer's possession pursuant only to a restrictive non-transferable, non-exclusive license under which Buyer may use such Proprietary Technical Materials
solely for the purpose of installing, using, servicing and repairing the products and for no other purpose.

13.MISCELLANEOUS.

(a)Assignment.    The rights of a Buyer under any order may not be assigned in whole or in part by operation of
law or otherwise without the prior express written consent of Southwall and any attempted assignment of any rights, duties or obligations hereunder without such consent shall be void.

(b)No Waiver.    Failure on any occasion by either party to enforce any terms of this Agreement shall not prevent
enforcement on any other occasions.

(c)Notices.    All notices and other communications hereunder shall be in writing and shall be mailed by first
class mail, postage prepaid, to the parties hereto at their respective addresses specified herein subject to the right of either party to change its address by written notice.

(d)Expenses of Suit.    If suit is commenced to enforce the performance of any obligation of a party hereto, the
prevailing party shall be paid by the other party reasonable attorney's fees and expenses.

(e)Governing Law.    The contract shall be governed in all respects by the laws of the State of California as if
they apply to contracts between residents of California made and to be performed entirely in California.

(f)Further Assurances.    Each party agrees at any time to do or cause to be done, executed and delivered, such
further acts and instruments as the other party may reasonably request to carry out the terms and intent of this contract.

(g)Government Contracts.    Without limiting the generality of paragraph 1, hereof, no provisions
(including but not limited to contract clauses) of the Federal Acquisition Regulation (FAR), the Department of Defense Supplement to FAR or the NASA Supplement to FAR, or any predecessor or successor
to such regulations shall apply tot his Agreement unless the text of such provision is expressly set forth in writing in an addendum, made a party of this Agreement and executed by a duly authorized
officer of Southwall. The force and effect of the preceding sentence shall apply and control notwithstanding the fact that any such provisions including in or incorporated or otherwise contained by
reference in any purchase order, contract or commitment issued or executed by the U.S. Government or any contractor directly or indirectly under contract with the U.S. Government to which this
Purchase Order Confirmation and Agreement relates. In addition, Southwall is under no obligation to and will not provide and Buyer will not require or accept delivery of, any Technical Data (as
defined in the Department of Defense Supplement to FAR 52.227-7013(a)) and Southwall is under no obligation to and will not conduct, and Buyer will not require any research developmental,
or experimental work under this Agreement.

Buyer
hereby agrees and acknowledges that Southwall is a "small business concern" for purposes of governmental procurement and subcontracting as described in 13 C.F.R. Part 121.
In addition, Buyer
hereby agrees and acknowledges that any purchase hereunder is exempt from submission of cost or pricing data in accordance with FAR 15.804-3.

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Exhibit 4

Licenses Previously Granted by Southwall

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|EXHIBIT 4 |  | LICENSES PREVIOUSLY GRANTED BY SOUTHWALL
|--------- |  | ----------------------------------------

|Southwall Technologies Inc.
Heat Mirror, Heat Mirror Laminate, and Automotive XIR Licensees
|-------------------------------------------------------------------------------------------
|
|[***]                                                                                      

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Exhibit 5

Product Specifications

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|REV. |  | DESCRIPTION OF CHANGE                                                                                         |  | DATE     |  | APPROVED  
|---- |  | ------------------------------------------------------------------------------------------------------------- |  | -------- |  | ----------
|A    |  | Release of new product specification for MS-65 per ECN 8251.                                                  |  | 12/27/01 |  | M. Carlson
|B    |  | Remove Rvis and Rsol values that are yet to be determined in section 4.1.1 Spectral Performance per ECN 8273. |  | 2/11/02  |  | M. Carlson
|     |  |                                                                                                               |  |          |  |           
|     |  |                                                                                                               |  |          |  |           
|     |  |                                                                                                               |  |          |  |           
|     |  |                                                                                                               |  |          |  |           
|     |  |                                                                                                               |  |          |  |           
|     |  |                                                                                                               |  |          |  |           
|     |  |                                                                                                               |  |          |  |           

|DRN. BY INITIALS: CP |  | DATE: 2/11/02 |  | SOUTHWALL TECHNOLOGIES
|-------------------- |  | ------------- |  | ----------------------
|DOCUMENT TITLE:      |  |               |  |                       
|MS-65                |  |               |  |                       
|                     |  |               |  | Form # 001-0007/ Rev.A

---

Southwall Technologies
MS-65

|1.0 | PURPOSE                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The purpose of this product specification is to detail the product characteristics including performance, construction, and uses that are agreed upon by Southwall Technologies, Inc. (STI) and GMX (Customer).
|2.0 | RELATED DOCUMENTS                                                                                                                                                                                              
|    | 2.1                                                                                                                                                                                                            
|    | 2.2                                                                                                                                                                                                            
|3.0 | OWNER                                                                                                                                                                                                          
|    | Technical/Product Manager                                                                                                                                                                                      
|4.0 | PRODUCT SPECIFICATION                                                                                                                                                                                          
|    | 4.1                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                

Characteristic

Min

Max

Method or Definition

Notes[***]

[***]

[***]

[***]

[***][***]

[***]

[***]

[***]

[***][***]

[***]

[***]

[***]

[***]


|      | 4.2 | MECHANICAL PERFORMANCE                                                                                                                                                                                                  
|----- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     | [***]                                                                                                                                                                                                                   
|      |     | 4.2.4                                                                                                                                                                                                                   
|      |     |                                                                                                                                                                                                                         
|      |     | 4.2.5                                                                                                                                                                                                                   
|      |     | 4.2.6                                                                                                                                                                                                                   
|      |     |                                                                                                                                                                                                                         
|      | 4.3 | CONSTRUCTION                                                                                                                                                                                                            
|      |     | 4.3.1                                                                                                                                                                                                                   
|      |     | 4.3.2                                                                                                                                                                                                                   
|[***]
|      | 4.4 | PHYSICAL DEFECTS                                                                                                                                                                                                        
|      |     | Installed film on glass surfaces is not expected to have the same level of visual quality as glass. The following physical defect criteria apply only to the installed film and not to any defect inherent in the glass.
|      |     | 4.4.1                                                                                                                                                                                                                   
|      |     |                                                                                                                                                                                                                         
|      |     |                                                                                                                                                                                                                         
|      |     |                                                                                                                                                                                                                         
|      |     |                                                                                                                                                                                                                         

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[***]

|5.0 | SHIPPING/PACKAGING                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------
|    | Shipping and Packaging guidelines are specified in specific Customer Requirement Sheets (CRS) for each customer.

---

|REV. |  | DESCRIPTION OF CHANGE                                             |  | DATE     |  | APPROVED  
|---- |  | ----------------------------------------------------------------- |  | -------- |  | ----------
|A    |  | Release of new product specification for V-Kool® 30 per ECN 8251. |  | 12/27/01 |  | M. Carlson
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           

|DRN. BY. INITIALS: CP |  | DATE: 12/27/01 |  | SOUTHWALL TECHNOLOGIES
|--------------------- |  | -------------- |  | ----------------------
|DOCUMENT TITLE:       |  |                |  |                       
|V-Kool® 30            |  |                |  |                       
|                      |  |                |  | Form # 001-0007/ Rev.A

---

Southwall Technologies
V-Kool® 30

|1.0 | PURPOSE                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The purpose of this Product Specification is to detail the product characteristics including performance, construction, and uses that are agreed upon by Southwall Technologies, Inc. (STI) and GMX (Customer).
|2.0 | RELATED DOCUMENTS                                                                                                                                                                                              
|    | 2.1                                                                                                                                                                                                            
|    | 2.2                                                                                                                                                                                                            
|3.0 | OWNER                                                                                                                                                                                                          
|    | Technical/Product Manager                                                                                                                                                                                      
|4.0 | PRODUCT SPECIFICATION                                                                                                                                                                                          
|    | 4.1                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                

Characteristic

Min

Max

Method or Definition

Notes[***]

[***]

[***]

[***]

[***]


| | 4.2 | MECHANICAL PERFORMANCE
| | --- | ----------------------
| |     | [***]                 
| |     | 4.2.4                 
| |     |                       
| |     | 4.2.5                 
| |     | 4.2.6                 
| |     |                       
| | 4.3 | CONSTRUCTION          
| |     | [***]                 
| | 4.4 | PHYSICAL DEFECTS      
| |     | [***]                 
| |     |                       
| |     |                       

---

|5.0 | SHIPPING/PACKAGING                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------
|    | Shipping and Packaging guidelines are specified in specific Customer Requirement Sheets (CRS) for each customer.

---

|REV. |  | DESCRIPTION OF CHANGE                                             |  | DATE     |  | APPROVED  
|---- |  | ----------------------------------------------------------------- |  | -------- |  | ----------
|     |  |                                                                   |  |          |  |           
|A    |  | Release of new product specification for V-Kool® 40 per ECN 8251. |  | 12/27/01 |  | M. Carlson
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           

|DRN. BY INITIALS: CP |  | DATE: 2/27/02 |  | SOUTHWALL TECHNOLOGIES
|-------------------- |  | ------------- |  | ----------------------
|DOCUMENT TITLE:      |  |               |  |                       
|V-Kool® 40           |  |               |  |                       
|                     |  |               |  | Form # 001-0007/ Rev.A

---

|Southwall Technologies
V-Kool® 40 |  | PS-0103 ECN 8251
Rev. A 12/27/01
|--------------------------------- |  | --------------------------------

|1.0 | PURPOSE                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The purpose of this Product Specification is to detail the product characteristics including performance, construction, and uses that are agreed upon by Southwall Technologies, Inc. (STI) and GMX (Customer).
|2.0 | RELATED DOCUMENTS                                                                                                                                                                                              
|    | 2.1                                                                                                                                                                                                            
|    | 2.2                                                                                                                                                                                                            
|3.0 | OWNER                                                                                                                                                                                                          
|    | Technical/Product Manager                                                                                                                                                                                      
|4.0 | PRODUCT SPECIFICATION                                                                                                                                                                                          
|    | 4.1                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                

Characteristic

Min

Max

Method or Definition

Notes[***]

[***]

[***]

[***]

[***]


| | 4.2 | MECHANICAL PERFORMANCE
| | --- | ----------------------
| |     | [***]                 
| |     | 4.2.4                 
| |     |                       
| |     | 4.2.5                 
| |     | 4.2.6                 
| |     |                       
| | 4.3 | CONSTRUCTION          
| |     | [***]                 
| | 4.4 | PHYSICAL DEFECTS      
| |     | [***]                 
| |     |                       
| |     |                       

---

|5.0 | SHIPPING/PACKAGING                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------
|    | Shipping and Packaging guidelines are specified in specific Customer Requirement Sheets (CRS) for each customer.

---

|REV. |  | DESCRIPTION OF CHANGE                                                                             |  | DATE     |  | APPROVED  
|---- |  | ------------------------------------------------------------------------------------------------- |  | -------- |  | ----------
|     |  |                                                                                                   |  |          |  |           
|A    |  | Release of new product specification for V-Kool® 70 per ECN 8251.                                 |  | 12/27/01 |  | M. Carlson
|B    |  | Revise Rb* value from -4<Rb*<1.0 to -5.0 <0.0 in section 4.1.1 Spectral Performance per ECN 8273. |  | 2/11/02  |  | M. Carlson
|     |  |                                                                                                   |  |          |  |           
|     |  |                                                                                                   |  |          |  |           
|     |  |                                                                                                   |  |          |  |           
|     |  |                                                                                                   |  |          |  |           
|     |  |                                                                                                   |  |          |  |           
|     |  |                                                                                                   |  |          |  |           

|DRN. BY. INITIALS: CP |  | DATE: 2/11/02 |  | SOUTHWALL TECHNOLOGIES
|--------------------- |  | ------------- |  | ----------------------
|DOCUMENT TITLE:       |  |               |  |                       
|V-Kool® 70            |  |               |  |                       
|                      |  |               |  | Form # 001-0007/ Rev.A

---

Southwall Technologies
V-Kool® 70

|1.0 | PURPOSE                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The purpose of this Product Specification is to detail the product characteristics including performance, construction, and uses that are agreed upon by Southwall Technologies Inc. (STI) and GMX (Customer).
|2.0 | RELATED DOCUMENTS                                                                                                                                                                                             
|    | 2.1                                                                                                                                                                                                           
|    | 2.2                                                                                                                                                                                                           
|3.0 | OWNER                                                                                                                                                                                                         
|    | Technical/Product Manager                                                                                                                                                                                     
|4.0 | PRODUCT SPECIFICATION                                                                                                                                                                                         
|    | 4.1                                                                                                                                                                                                           
|    |                                                                                                                                                                                                               

Characteristic

Min

Max

Method or Definition

Notes[***]

[***]

[***]

[***]

[***][***]

[***]

[***]

[***]

[***][***]



[***]

[***]

[***][***]

[***]

[***]

[***]

[***][***]

[***]

[***]

[***]

[***][***]

[***]

[***]

[***]

[***]


| | 4.2 | MECHANICAL PERFORMANCE
| | --- | ----------------------
| |     | [***]                 
| |     | 4.2.4                 
| |     |                       
| |     | 4.2.5                 
| |     | 4.2.6                 
| |     |                       
| | 4.3 | CONSTRUCTION          
| |     | [***]                 
| | 4.4 | PHYSICAL DEFECTS      
| |     | [***]                 
| |     |                       
| |     |                       

---

|5.0 | SHIPPING/PACKAGING                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------
|    | Shipping and Packaging guidelines are specified in specific Customer Requirement Sheets (CRS) for each customer.

---

|REV. |  | DESCRIPTION OF CHANGE                                                             |  | DATE     |  | APPROVED  
|---- |  | --------------------------------------------------------------------------------- |  | -------- |  | ----------
|     |  |                                                                                   |  |          |  |           
|A    |  | Release of new product specification for V-Kool® 60 per ECN 8251.                 |  | 12/27/01 |  | M. Carlson
|B    |  | Revise section 4.2.6.1 to reflect three (3) foot impression maximum per ECN 8273. |  | 2/11/02  |  | M. Carlson
|     |  |                                                                                   |  |          |  |           
|     |  |                                                                                   |  |          |  |           
|     |  |                                                                                   |  |          |  |           
|     |  |                                                                                   |  |          |  |           
|     |  |                                                                                   |  |          |  |           
|     |  |                                                                                   |  |          |  |           

|DRN. BY. INITIALS: CP |  | DATE: 2/11/02 |  | SOUTHWALL TECHNOLOGIES
|--------------------- |  | ------------- |  | ----------------------
|DOCUMENT TITLE:       |  |               |  |                       
|V-Kool® 60            |  |               |  |                       
|                      |  |               |  | Form # 001-0007/ Rev.A

---

|Southwall Technologies
V-Kool® 60 |  | PS-0104 ECN 8273
Rev. B 2/11/02
|--------------------------------- |  | -------------------------------
|                                  |  |                                

|1.0 | PURPOSE                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The purpose of this Product Specification is to detail the product characteristics including performance, construction, and uses that are agreed upon by Southwall Technologies Inc. (STI) and GMX (Customer).
|2.0 | RELATED DOCUMENTS                                                                                                                                                                                             
|    | 2.1                                                                                                                                                                                                           
|    | 2.2                                                                                                                                                                                                           
|3.0 | OWNER                                                                                                                                                                                                         
|    | Technical/Product Manager.                                                                                                                                                                                    
|4.0 | PRODUCT SPECIFICATION                                                                                                                                                                                         
|    | 4.1                                                                                                                                                                                                           
|    |                                                                                                                                                                                                               

Characteristic

Min

Max

Method or Definition

Notes[***]

[***]

[***]

[***]

[***]


| | 4.2 | MECHANICAL PERFORMANCE
| | --- | ----------------------
| |     | [***]                 
| |     | 4.2.4                 
| |     |                       
| |     | 4.2.5                 
| |     | 4.2.6                 
| |     |                       
| | 4.3 | CONSTRUCTION          
| |     | [***]                 
| | 4.4 | PHYSICAL DEFECTS      
| |     | [***]                 
| |     |                       
| |     |                       

---

|5.0 | SHIPPING/PACKAGING                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------
|    | Shipping and Packaging guidelines are specified in specific Customer Requirement Sheets (CRS) for each customer.

---

|REV. |  | DESCRIPTION OF CHANGE                                             |  | DATE     |  | APPROVED  
|---- |  | ----------------------------------------------------------------- |  | -------- |  | ----------
|     |  |                                                                   |  |          |  |           
|A    |  | Release of new product specification for V-Kool® 75 per ECN 8251. |  | 12/27/01 |  | M. Carlson
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           
|     |  |                                                                   |  |          |  |           

|DRN. BY INITIALS: CP |  | DATE: 2/11/02 |  | SOUTHWALL TECHNOLOGIES
|-------------------- |  | ------------- |  | ----------------------
|DOCUMENT TITLE:      |  |               |  |                       
|V-Kool® 75           |  |               |  |                       
|                     |  |               |  | Form # 001-0007/ Rev.A

---

Southwall Technologies
V-Kool® 75

|1.0 | PURPOSE                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The purpose of this Product Specification is to detail the product characteristics including performance, construction, and uses that are agreed upon by Southwall Technologies Inc. (STI) and GMX (Customer).
|2.0 | RELATED DOCUMENTS                                                                                                                                                                                             
|    | 2.1                                                                                                                                                                                                           
|    | 2.2                                                                                                                                                                                                           
|3.0 | OWNER                                                                                                                                                                                                         
|    | Technical/Product Manager                                                                                                                                                                                     
|4.0 | PRODUCT SPECIFICATION                                                                                                                                                                                         
|    | 4.1                                                                                                                                                                                                           
|    |                                                                                                                                                                                                               

Characteristic

Min

Max

Method or Definition

Notes[***]

[***]

[***]

[***]

[***][***]

[***]

[***]

[***]

[***][***]



[***]

[***]

[***][***]

[***]

[***]

[***]

[***][***]

[***]

[***]

[***]

[***][***]

[***]

[***]

[***]

[***]


| | 4.2 | MECHANICAL PERFORMANCE
| | --- | ----------------------
| |     | [***]                 
| |     | 4.2.4                 
| |     |                       
| |     | 4.2.5                 
| |     | 4.2.6                 
| |     |                       
| | 4.3 | CONSTRUCTION          
| |     | [***]                 
| | 4.4 | PHYSICAL DEFECTS      
| |     | [***]                 
| |     |                       
| |     |                       

---

[***]

|5.0 | SHIPPING/PACKAGING                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------
|    | Shipping and Packaging guidelines are specified in specific Customer Requirement Sheets (CRS) for each customer.

---

Exhibit 6

Claim Procedures for Film and Product

---

|REV. |  | DESCRIPTION OF CHANGE                                                                                                                                          |  | DATE    |  | APPROVED 
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | ---------
|A    |  | Release of new Claims Procedure for GMX / V-Kool / Huper Optik per ECN 5171.                                                                                   |  | 8/9/01  |  | J. Clardy
|B    |  | Revise document title on document cover sheet and header, add section 4.1, revise section 4.9 and fix grammatical errors in section 4.5 and 4.10 per ECN 5292. |  | 2/15/02 |  | J. Clardy
|     |  |                                                                                                                                                                |  |         |  |          
|     |  |                                                                                                                                                                |  |         |  |          
|     |  |                                                                                                                                                                |  |         |  |          
|     |  |                                                                                                                                                                |  |         |  |          
|     |  |                                                                                                                                                                |  |         |  |          
|     |  |                                                                                                                                                                |  |         |  |          

|DRN. BY INITIALS: CP                                                                                         |  | DATE: 2/15/02 |  | SOUTHWALL TECHNOLOGIES
|------------------------------------------------------------------------------------------------------------ |  | ------------- |  | ----------------------
|DOCUMENT TITLE:                                                                                              |  |               |  |                       
|Claims Procedure for V-Kool International / V-Kool US / Huper Optik International / Huper Optik Distributors |  |               |  | SA-0009               
|                                                                                                             |  |               |  | Form # 001-0007/ Rev.A

---

|Southwall Technologies                                                                                      |  | SA-009 ECN 5292
|----------------------------------------------------------------------------------------------------------- |  | ---------------
|Claims Procedure for V-Kool International/ V-Kool US /
Huper Optik International / Huper Optik Distributors |  | Rev. B 2/15/02 
|                                                                                                            |  |                

|1.0 | PURPOSE                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | To streamline the claims procedure, allow STI to process the claim and respond more efficiently, and to give the customer(s) feedback on the status of claims.
|2.0 | RELATED DOCUMENTS                                                                                                                                             
|    | 2.1                                                                                                                                                           
|3.0 | OWNER                                                                                                                                                         
|    | Customer Service.                                                                                                                                             
|4.0 | PROCEDURE                                                                                                                                                     
|    | 4.1                                                                                                                                                           
|    | 4.2                                                                                                                                                           
|    | 4.3                                                                                                                                                           
|    | 4.4                                                                                                                                                           
|    | 4.5                                                                                                                                                           
|    | 4.6                                                                                                                                                           
|    | 4.7                                                                                                                                                           
|    | 4.8                                                                                                                                                           
|    | 4.9                                                                                                                                                           
|    |                                                                                                                                                               

---

|    | 4.10        | Claims requiring receipt, analysis, and evaluation of samples will take longer than 72 hours. The length of time to process such claims is dependent upon receipt of the sample and evaluations that are often done at multiple plants and by the
subcontractors. Thus, a typical turn around time cannot be determined in advance.
|--- | ----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.0 | DEFINITIONS
|    | N/A.       

---

Exhibit 7

Form of Credit Memo

---

|Exhibit 7 |  | Form of Credit Memo
|--------- |  | -------------------

The
following is a description of the Form of Credit Memo: The Form of Credit Memo contains the customer billing address and the customer ship-to address. In
the form of a table, the following information is included: Order #, Order Date, Customer #, Salesman #, Partial, FOB, Carrier/Freight terms, Date Shipped, Invoice Date, Customer PO #, Terms, RMA #,
Credit Code, Customer Contact information, Carrier Pro #, # Pieces, Item #, Part #, Description, U/M, Ordered, Shipped, Back Order, Unit Price and Extension. The purchase order that serves as the
exhibit to the agreement contains portions for which confidential treatment has been requested. These portions have been filed separately with the Commission.

---

Exhibit 8

Price Schedule

---

|Exhibit 8 |  | Price Schedule
|--------- |  | --------------

|XIR FILM PART NUMBERS & PRICES
|------------------------------
|
|                              
|901-1089                      
|901-1134                      
|900-0293                      
|                              
|900-0294                      
|900-0295                      

---

|XIR  SOLIS PART NUMBERS & PRICES
|---------------------------------
|
|[***]                            

---

Exhibit 9

Southwall's Terms and Conditions

---

|EXHIBIT 9 |  | SOUTHWALL'S TERMS AND CONDITIONS
|--------- |  | --------------------------------

Southwall
Technologies Inc.
Solis®/V-KOOL® Terms and Conditions

This
document sets forth the terms and conditions of the Agreement between Licensee and Southwall Technologies Inc. ("Southwall") for the purchase of Southwall's
Solis®/V-KOOL® products.

|1 |  |  |  | Scope      |  | The terms and conditions set forth herein apply to all of Licensee's purchases of Solis®/V-KOOL® products from Southwall. Southwall expressly rejects and does not accept any inconsistent or additional terms set
forth in any writing by Licensee preceding or succeeding the date hereof except for a written agreement succeeding this document executed by an authorized officer of Southwall.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- |  |  |  | ---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 |  |  |  | Delivery   |  | Delivery will be F.O.B. to Licensee at the place of shipment. Licensee shall pay all freight, insurance, duty, packing and comparable charges relating to such delivery. Southwall shall ship the products in Southwall's standard shipping packages to
Licensee at Licensee's address set forth on Licensee's Purchase Order. Unless otherwise in writing by Licensee, Southwall will select the carrier. Title and risk of loss to products purchased under this Agreement shall pass to Licensee upon delivery
thereof to the carrier. Shipping dates if any, set forth in Southwall's Purchase Order Confirmation are approximate only and merely represent Southwall's best estimate of the time required to make shipment. Southwall shall not be liable for any loss
or expense (consequential or otherwise) incurred by Licensee as a result of any delay in delivery for any reason other than arbitrary refusal of Southwall to perform. Southwall may deliver any products in installments.
|3 |  |  |  | Acceptance |  | Licensee shall inspect all products and may, in accordance with procedures set forth by Southwall, reject any products which fail in any significant respect to meet Southwall's current acceptance specifications set forth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4 |  |  |  | Payment    |  | Payment terms are open account terms, net [***] days from date of shipment. The amount of credit or terms of payment may be changed or credit withdrawn by Southwall at any time. Payment shall be made for the products without regard to whether
Licensee has made or may make any inspection or use of the products. Any invoiced amount which is not paid when due will bear interest at the lower of the rate one and a half percent per month or the highest rate then permitted by applicable law with
respect to such obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5 |  |  |  | Taxes      |  | Licensee shall bear all applicable federal, state, municipal and other taxes (such as sales, use, value added or similar taxes); all customs duties, impost, and similar charges; and all personal property taxes assessable on the products after
delivery to the carrier at Southwall's designated site. Unless Licensee provides Licensee's resale permit or certificate number with its order, Licensee will be invoiced for the appropriate sales and use taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  |  |  |  |            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

|6 |  |  |  | Security
Interest                             |  | Southwall retains a purchase money security interest in the products Interest (and replacements) and all proceeds and products thereof until the full purchase price thereof (including taxes and additional charges) has been paid. Southwall shall have
with respect to such items the rights of a secured party pursuant to the California Uniform Commercial Code, including the right to repossess and remove such items without prejudice to any rights Southwall may have at law or in equity.                                                                                                                                                                                                      
|- |  |  |  | --------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7 |  |  |  | Limited
Warranty and
Disclaimer of
Warranties |  | The sole warranty provided by Southwall to Licensee with respect to Solis®/V-KOOL® products is that contained in the Solis®/V-KOOL® Limited Warranty set forth in Exhibit 9 of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |  |  |  |                                               |  | THE SOLIS®/V-KOOL® LIMITED WARRANTY DOES NOT EXTEND TO ANY SOLIS®/V-KOOL® PRODUCTS, SEPERATELY OR AS PART OF AN ASSEMBLY, THAT HAVE BEEN SUBJECT TO MISUSE, ACCIDENT OR IMPROPER STORAGE, INSTALLATION OR APPLICATION, OR TO
SOLIS®/V-KOOL® PRODUCTS THAT HAVE BEEN ALTERED OR REPAIRED, TO ANY LABOR CHARGES OR PROPERTY DAMAGE FOR PHYSICAL REMOVAL OR REPLACEMENT OF THE DEFECTIVE FILM.                                                                                                                                                                                                                                                                                                                
|  |  |  |  |                                               |  | THE SOLIS®/V-KOOL® LIMITED WARRANTY IS IN LIEU OF ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND OF ANY OTHER SIMILAR
OBLIGATION ON THE PART OF SOUTHWALL.                                                                                                                                                                                                                                                                                                                                                                                                                    
|8 |  |  |  | Limitation of
Liability                       |  | Any provision herein to the contrary notwithstanding, in no event shall Southwall be liable for loss of profits, loss of use or indirect, incidental or consequential damages. In no event shall the liability of Southwall arising in connection with any
products sold hereunder or with delivery, installation, use, repair or performance of the same (whether such liability arises from a claim based on contract, warranty tort or otherwise) exceed the actual amount paid by Licensee to Southwall for the
Film or products delivered hereunder upon which the claim is based.                                                                                                                    
|9 |  |  |  | Force
Majeure                                 |  | If the performance of this Agreement or of any obligation hereunder (except payment of monies due) is prevented, restricted or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, inability to procure raw
materials, power or supplies, war or other violence; any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency or intergovernmental body, or any other act or condition whatsoever beyond the reasonable
control of the parties hereto, the party so affected, upon giving notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.
|  |  |  |  |                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

|10 |  |   |  | Use of Film        |  | Licensee shall use only Solis®/V-KOOL® Film purchased from Southwall only in accordance with the terms as described by Southwall.                                                                                                                                                       
|-- |  | - |  | ------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11 |  |   |  | Miscellaneous      |  |                                                                                                                                                                                                                                                                                         
|   |  | A |  | Assignment         |  | The rights of a Licensee under any order may not be assigned in whole or in part by operation of law or otherwise without the prior express written consent of Southwall and any attempted assignment of any rights, duties
or obligations hereunder without such consent shall be void.
|   |  | B |  | No Waiver          |  | Failure on any occasion by either party to enforce any terms of this Agreement shall not prevent enforcement on any other occasion.                                                                                                                                                     
|   |  | C |  | Notices            |  | All notices and other communications hereunder shall be in writing and shall be mailed by first class mail, postage prepaid, to the parties hereto at their respective addresses specified herein, subject to the right of either party to changes its
address by written notice.       
|   |  | D |  | Expenses of
Suit   |  | If suit is commenced to enforce the performance of any obligation of a party hereto, the prevailing party shall be paid by the other party reasonable attorney's fees and expenses.                                                                                                     
|   |  | E |  | Governing
Law      |  | The contract shall be governed in all respects by the laws of the State of California as they apply to contracts between residents of California made and to be performed entirely in California.                                                                                       
|   |  | F |  | Further
Assurances |  | Each party agrees at any time to do or cause to be done, executed and delivered, such further acts and instruments as the other party may reasonably request to carry out the terms and intent of this contract.                                                                        

---

Exhibit 10

Southwall's Limited Warranty

---

|EXHIBIT 10 |  | SOUTHWALL'S LIMITED WARRANTY
|---------- |  | ----------------------------

SOUTHWALL'S
PRODUCT WARRANTY

Southwall
Technologies Inc (SOUTHWALL) warrants that Product will maintain its properties without blistering, bubbling, cracking, delaminating, fading, demetalizing, discoloring, or peeling when
properly installed on the interior surface of glass doors and windows for the following periods from the completed installation date:

Installation

Warranty PeriodAutomotive

[***] YearsFlat Glass Architectural  Commercial

[***] YearsFlat Glass Architectural  Residential

[***]


---



In
the event the product is defective under the stipulations of this warranty, as your sole and exclusive remedy SOUTHWALL will replace the defective product and provide, to the authorized dealer, a
standard fee for removal and re-application labor. SOUTHWALL's liability is limited to the replacement and re-installation labor of only such quantity of film
judged to be defective by the manufacturer.

In
the event the product is installed within 100 miles of a saltwater source such as an ocean, gulf, or sea, an industry standard edge seal must be correctly applied extending from the surface of the
film to the glass, covering the slit edge of the film.

DO
NOT WASH FOR AT LEAST THIRTY (30) DAYS AFTER INSTALLATION. This product does not have the hard surface characteristics of glass; therefore, care should be exercised in the selection of
materials for cleaning. A soft clean Turkish towel or clean synthetic sponge is recommended for washing, followed by a soft cloth or a good soft squeegee for drying the window. Common cleaning
solutions such as water, or water alcohol mixtureswhich do not contain abrasive materialsmay be used. DO NOT USE AMMONIA CLEANERS. Note that the hazy appearance is caused by
moisture used in applying the film. After the moisture dries, the hazy appearance will disappear and the film will bond smoothly to the glass.

This
limited warranty applies only to Product installed on the interior surface of glass doors and windows by an authorized Product dealer following all installation practices and guidelines
considered Best Practices by the 6Window Film Industry. There are no warranties which extend beyond the description on the face hereof. There are no warranties of fitness for a particular purpose of
merchantability applicable to Product. Manufacturer's warranty does not cover improper installation. In no event shall SOUTHWALL be liable of responsible for any loss or damage, direct, incidental or
consequential, except as expressly set forth herein. This limited warranty is made in lieu of all warranties, expressed or implied, and is void if the product has been subject to abuse or improper
care. This warranty gives you specific legal rights and you may have other rights which vary from state to state.

This
warranty is valid only if the warranty registration form is received by SOUTHWALL within thirty (30) days from completion of installation and is signed by the customer or their duly
authorized signatory.

Any
owner desiring warranty service on any product covered by this limited warranty, must provide the information contained on this warranty form to the Dealer or SOUTHWALL. Proof of purchase is also
required in order to obtain warranty coverage. It is recommended that the purchaser keep the completed warranty for/installation record and sales receipt together in a safe location.

---

COMMERCIAL &
RESIDENTIAL TWO-YEAR LIMITED
GLASS BREAKAGE AND SEAL FAILURE WARRANTY

Southwall
Technologies Inc. (SOUTHWALL) warrants that Product, when properly installed, will not cause glass failure due to thermal shock or seal failure for a period of two years after the
completed installation date. In the event product is found to have been the sole and direct cause of glass breakage under the "Stipulations & Restrictions for Glass Breakage Warranty" below, as
your sole and exclusive remedy SOUTHWALL will replace the glass panel and the product applied film.

This
limited warranty applies only to Product installed on the interior surface of glass doors and windows by an authorized Product dealer following all installation practices and guidelines
considered Best Practices by the Window Film Industry. There are no warranties which extend beyond the description on the face hereof. There are no warranties of fitness for a particular purpose or
merchantability applicable to Product. Manufacturer's warranty does not cover improper installation.

STIPULATIONS &
RESTRICTIONS FOR GLASS BREAKAGE WARRANTY

Tempered,
heat strengthened or annealed window lites (glass), including the inner (room side) pane of double pane or insulated glass, coated with Product are warranted against glass breakage due to
thermal shock or seal failure for a period of two years after the installation of Product. In the event glass failure due to thermal stress is caused only as a direct result of the application of
Product, SOUTHWALL will:

Terms
and conditions of this coverage are as follows:

a.    The
film applied is not Product.

b.    The
dealer's installation practices do not conform to SOUTHWALL's published installation policies and procedures

c.    Product
is applied to clear glass with thickness greater than 3/8"

d.    Product
is applied to clear glass with thickness greater than 1/4"

e.    Total
solar absorption of unsealed glass with Product exceeds 50%

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f.      Product
is applied to single pane glass larger than 100 square feet

g.    Product
is applied to double pane glass larger than 40 square feet

h.    Two
(2) or more films are applied to the same lite

i.      The
filmed windows are of triple pane construction, laminated glass, textured or wired glass

j.      Film
is applied to any glass on which there is paint, lettering, signs, stickers, or other permanent or temporary ornamentation

k.    The
filmed glass has prior visible damage, is chipped, cracked, has holes in it, or if light is visible between frame and glass

l.      The
film is applied to plastics, acrylics, polycarbonates or non-glass substrates

m.    The
glass is found to have been cracked (either pane) or exhibit evidence of seal failure at the time of window installation

n.    Frames
or sealants are not resilient, such as solid metal or solid wood frames, or any hard internal without resilient expansion seals, or

o.    The
breakage was due to whole or part to forces not involving thermal stress. A partial list of other forces includes stress from impact, poor installation, scratching,
scraping, wind, earthquakes, acts of God, fire, water, invasion, military or civilian hostilities, rebellion, explosion, implosion, storms, wear and tear, internal defects, glazers chips,
pre-existing breakage or failure.

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[***]
Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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