LICENSE
AGREEMENT


 


NATIONAL
AERONAUTICS AND SPACE ADMINISTRATION


 


AND


 


NANOBEAK
INC.


 


(PARTIALLY)
EXCLUSIVE LICENSE AGREEMENT No. DE-


 


LICENSE
COMMENCEMENT DATE: 12/31/13


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.









    	 



    	 



    

TABLE
OF CONTENTS


 





	ARTICLE	 	PAGE
    NO.
	 	Preamble	1
	I	Definitions	2
	II	License Grant  	5
	III	Sublicenses	6
	IV	Term of License	7
	V	Pactical Application	7
	VI	United States
    Manufacture  	8
	VII	Royalty and Payment  	8
	VII	Reports	10
	IX	Audit Rights	12
	X	Marking	13
	XI	Use of the NASA
    Name	13
	XII	Disclaimer of
    Warranties	14
	XIII	Risk Allocation
    and Indemnification	16
	XIV	Patent Validity	17
	XV	Points of Contact	18
	XVI	Notices	19
	XVII	Infringement	19
	XVIII	Dispute or Breach	20
	XIX	Termination or
    Modification	21
	XX	Assignment	24
	XXI	Governing Law	24



 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.



























    	2



    	 



    

LICENSE
AGREEMENT

PREAMBLE


 


This License
Agreement (“AGREEMENT”) is entered into between the National Aeronautics and Space Administration (NASA), an agency
of the United States, hereinafter referred to as LICENSOR, having its headquarters in Washington, D.C., and Nanobeak Inc., a corporation
of the State of California, having its principal place of business at 401 Warren Street, Suite 200, Redwood City, CA 94063, hereinafter
referred to as LICENSEE, as of the date of execution of the last PARTY hereto.


 


WITNESSETH:


 


WHEREAS,
under the authority of 35 U.S.C. § 200 et seq., the U.S. Department of Commerce has issued Licensing Regulations
(37 CFR Part 404) specifying the terms and conditions upon which licenses may be granted for inventions assigned to LICENSOR;
and


 


WHEREAS,
LICENSOR is the assignee of [***].


 


WHEREAS,
LICENSEE, in consideration of the grant of a license under [***].





 


WHEREAS,
[***]will provide the necessary incentive for LICENSEE to achieve the desired early PRACTICAL APPLICATION of the invention
and the granting of such license to LICENSEE will therefore be in the public interest;


 


NOW,
THEREFORE, in accordance with said Patent Licensing Regulations, and in consideration of the foregoing and of the terms hereinafter
contained in this AGREEMENT, the LICENSOR and LICENSEE agree as set forth below:


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.








    	3



    	 



    




ARTICLE
I 

Definitions


 


“ACCOUNTING
PERIOD” shall mean the period for which royalties are calculated. For this AGREEMENT, the period is every twelve (12) months.


 


“BREACH”
shall mean (a) a violation or nonperformance by a PARTY of a MATERIAL term, condition, covenant, or warranty herein, or (b) a
misrepresentation made hereunder or (c) a misrepresentation by LICENSEE to induce LICENSOR to enter into this AGREEMENT (also
see “MATERIAL”).


 


“BREACHING
PARTY” shall mean the PARTY in BREACH, as used in Section 18.2.


 


“GROSS
SALES OF ROYALTY-BASE PRODUCTS” shall mean the sum of: (a) the U.S. dollar value of the total amount invoiced by or for
LICENSEE and any SUBLICENSEES under this AGREEMENT for all disposals (i.e., sales, uses, including uses by LICENSEE, leases, transfers,
etc.) of ROYALTY-BASE PRODUCTS for monetary remuneration; and (b) in the event that some or all of the amount invoiced by or for
LICENSEE is in the form of non-monetary remuneration, the equivalent U.S. dollar value of such remuneration determined in, or
as if in, an arm’s length transaction.


 


“INSOLVENT”
shall mean that LICENSEE has either ceased to pay its debts (which may include failure to pay royalty payments under this AGREEMENT)
in the ordinary course of business or cannot pay its debts as they fall due or is insolvent within the meaning of the Federal
Bankruptcy Code (11 U.S.C. § 101 (31)).


 


“LICENSE
COMMENCEMENT DATE” shall mean the date that the last PARTY has executed this AGREEMENT.


 


“LICENSE
EXPIRATION DATE” shall mean the last day that this AGREEMENT is in effect.


 


“LICENSE
TERM” shall mean the period of time starting with the LICENSE COMMENCEMENT DATE and ending with the LICENSE EXPIRATION DATE.


 


“LICENSED
AREA” shall mean the United States, its territories, and possessions.


 


“LICENSED
FIELDS OF USE” shall mean [***].


 


“LICENSED
INVENTIONS” shall mean the inventions defined by the claims of the LICENSED PATENTS and the inventions described in the
LICENSED PATENT APPLICATIONS and as subsequently defined by the claims of any LICENSED PATENTS, and as may be further limited
by ARTICLE II.


 


“LICENSED
PATENT APPLICATIONS” shall mean [***] and shall include any corresponding continuation or divisional patent applications
(specifically excluding patent applications containing new matter) derived from a LICENSED PATENT APPLICATION.”


 


“LICENSED
PATENTS” shall [***] and any patents maturing from any LICENSED PATENT APPLICATIONS, and shall include any corresponding
reissue patents and modifications of said LICENSED PATENTS by means of certificates of correction or reexamination certificates.


 


“MATERIAL,”
with respect to a particular matter (e.g., a BREACH), shall mean that the matter is shown to effect adversely (a) the rights and
benefits of the other PARTY under this AGREEMENT; or (b) the ability of the other PARTY to perform its obligations hereunder;
and, in either case, to such a degree that a reasonable person in the management of his or her own affairs would be more likely
than not to decline to enter into this AGREEMENT in view of the matter in question.


 


“NET
SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES” shall mean GROSS SALES OF ROYALTY-BASE PRODUCTS, less allowances for returns
and less the following items to the extent not charged to the customer: (a) regular trade and quantity discounts; (b) insurance
and shipping charges from the point of origin; (c) duties, tariffs, and other customs charges; and (d) sales, use, value added,
and similar taxes. In the case of a sale or other disposition of ROYALTY-BASE PRODUCTS AND PROCESSES which are transferred to
a purchaser who does not deal at arm’s length, NET SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES shall be calculated in accordance
with Section 7.5 of this AGREEMENT.


 


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission. 



    	4



    	 



    




“NONBREACHING
PARTY” shall mean the PARTY not in BREACH, as used in Section 18.2.


 


“PARTY”
shall mean a party to this AGREEMENT.


 


“PERSON”
shall mean a natural person; a corporation (for profit or not-for-profit); an association; a partnership (general or limited);
a joint venture; a trust; a government or political department, subdivision, or agency; or any other entity.


 


“PRACTICAL
APPLICATION” shall mean, with respect to the LICENSED INVENTION, to reduce it to practice and to commercialize it, i.e.,
to manufacture it in the case of a composition or product, to practice it in the case of a process or method, or to operate it
in the case of a machine or system; and, in each case, under such conditions as to establish: (a) that a market for the LICENSED
INVENTION has been created, and to the extent practicable, that a market has been created in the United States; (b) that it is
being utilized; (c) that its benefits are, to the extent permitted by law or Government regulations, available to the public on
reasonable terms; and (d) that market demand, at least in the United States, shall be reasonably met.


 


“ROYALTY-BASE
PRODUCTS AND PROCESSES” shall include (i)the components of an item sold, used, leased, transferred, or otherwise disposed
of by LICENSEE that is covered by, included within or made by the LICENSED INVENTION (ii) any and all processes or methods which
employ or are implemented by the practice of the LICENSED INVENTION(S), or (iii) the steps of any processes or method used, leased,
transferred, or otherwise practiced by LICENSEE that is covered by or included within the LICENSED INVENTION(S). For purposes
of this license, ROYALTY-BASE PRODUCTS AND PROCESSES include all products, processes or related services based upon or derived
from the LICENSED INVENTION, including the design development of chemical sensing application tools and/or related services for
[***] as well as development integration tools and/or related services for [***]. ROYALTY-BASE PRODUCTS AND PROCESSES shall also
include other components as well as other processes or method steps that are not covered by, included within, or made by the LICENSED
INVENTION that LICENSEE or SUBLICENSEES would not have sold, used, practiced, leased, transferred, or otherwise disposed of but
for the sale, use, lease, transfer, or other disposition of the LICENSED INVENTION. Therefore, as further negotiated with LICENSEE,
for purposes of this license, implementation and customization services, medical consulting services, integration, implementation,
maintenance, training and other support services for the LICENSED INVENTION also constitute ROYALTY-BASE PRODUCTS and PROCESSES.


 


“SUBLICENSEE”
shall mean any PERSON who has the right, granted by LICENSEE, to make, use, or sell the LICENSED INVENTION.


 


“THIRD
PARTY” shall mean any PERSON other than the LICENSOR and the LICENSEE.


 


ARTICLE
II 

License Grant


 


2.1For
a term of Five (5) years, LICENSOR hereby grants to LICENSEE a terminable, royalty-bearing, exclusive license to practice, i.e.,
to make, have made, use, offer to sell, sell, transfer, or dispose of, the LICENSED INVENTION in accordance with the LICENSED
AREA and LICENSED FIELD(S) OF USE, as defined in ARTICLE I. Unless either PARTY terminates this AGREEMENT in accordance with ARTICLE
XIX at an earlier date, Five (5) years from the LICENSE COMMENCEMENT DATE, the license shall automatically convert to a non-exclusive
license to practice, i.e., to make, have made, use, offer to sell, sell, transfer, or dispose of, the LICENSED INVENTION in accordance
with the LICENSED AREA and LICENSED FIELD(S) OF USE, as defined in ARTICLE I.


 


2.2LICENSOR,
upon request, will use reasonable efforts to grant LICENSEE, in accordance with 37 CFR Part 404, a license to practice any inventions
assigned to LICENSOR, without which license or licenses, the practice of the LICENSED INVENTION


would result
in infringement. The grant of said license or licenses shall be limited, however, to the extent necessary to practice the LICENSED
INVENTION. There will be no such grant where said inventions are licensed exclusively.



  


2.3 Notwithstanding
anything to the contrary in this AGREEMENT, LICENSEE shall take the license granted in this ARTICLE II subject to any outstanding
licenses or other rights in THIRD PARTIES under agreements executed by LICENSOR before the LICENSE COMMENCEMENT DATE.


 


2.4LICENSOR
reserves an irrevocable, royalty-free right to practice and have practiced the LICENSED INVENTION, and any other inventions as
provided in Section 2.2, throughout the world by or on behalf of the Government of the United States and on behalf of any foreign
government pursuant to any existing or future treaty or agreement with the United States.


ARTICLE
III 

Sublicenses


 


3.1Upon
written approval by LICENSOR, LICENSEE may grant a written, royalty-bearing sublicense under the license granted in ARTICLE II
provided that it submits to LICENSOR a written request, in advance, for permission to grant the sublicense, including with said
request a copy of the proposed sublicense. The proposed sublicense shall refer to and be generally consistent with this AGREEMENT
and shall include the rights reserved by LICENSOR under Section 2.4. The proposed sublicense shall include the condition that
the sublicense shall automatically terminate upon the revocation or termination of this AGREEMENT.


 


3.1.1
Subject to the remaining non-approval requirements of Section 3.1, LICENSEE is hereby approved to grant a written, royalty-bearing
sublicense under the license granted in ARTICLE II, to U.S. company, Vantage Health, Inc., a corporation of the State of Nevada.


 


3.2 LICENSEE
shall furnish LICENSOR with a copy of the sublicense, consistent with the proposed sublicense approved by LICENSOR and executed
by both LICENSEE and its SUBLICENSEE, within fifteen (15) calendar days after the grant of the sublicense by LICENSEE.


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.









    	5



    	 



    

3.3 LICENSEE
shall submit to LICENSOR, for advance approval, any proposed modification of a sublicense. LICENSEE shall also submit to LICENSOR
a copy of the sublicense modification (either as an addendum or a new sublicense), consistent with the proposed sublicense modification
and executed by both LICENSEE and its SUBLICENSEE, within fifteen calendar (15) days after the effective date of the sublicense
modification.


 


3.4 The
granting of a sublicense by LICENSEE shall not operate to relieve LICENSEE from any of its obligations under this AGREEMENT.


 


3.5 LICENSEE
shall be responsible for and remit royalties based upon its SUBLICENSEE’s activities as if said activities were its own.


 


ARTICLE
IV


Term
of License


 


4.1Unless
either PARTY terminates this AGREEMENT in accordance with ARTICLE XIX at an earlier date, the license granted in ARTICLE II will
be in effect for a LICENSE TERM that is equal to the unexpired term of the last patent to be in effect of the patent(s) encompassed
under the definition of LICENSED PATENT. Except as may be expressly provided otherwise herein or agreed to in writing by LICENSOR,
the license shall expire automatically at the end of the LICENSE TERM without notice to LICENSEE.


 


4.2Per
Article II, this license is exclusive during the initial Five- (5-) year term of the license. After completion of the initial
term, the license automatically converts to non-exclusivity.


 


ARTICLE
V


Practical
Application


 


5.1LICENSEE
shall achieve PRACTICAL APPLICATION of the LICENSED INVENTION within Twenty Four (24) months of the LICENSE COMMENCEMENT DATE
and in accordance with the schedule set forth in the APPENDIX to this AGREEMENT and incorporated into this AGREEMENT. LICENSEE
shall notify LICENSOR within thirty (30) calendar days of achieving PRACTICAL APPLICATION that PRACTICAL APPLICATION has been
achieved. LICENSEE shall also provide evidence to verify the achievement.





 





5.2LICENSEE,
once PRACTICAL APPLICATION of the LICENSED INVENTION is achieved, shall thereafter maintain it throughout the LICENSE TERM.


 


5.3LICENSEE
shall promptly report to LICENSOR its discontinuance of making the benefits of the LICENSED INVENTION available to the public.


 


ARTICLE
VI


United
States Manufacture


 


6.1In
achieving and maintaining PRACTICAL APPLICATION of the LICENSED INVENTION, LICENSEE agrees that any products embodying the LICENSED
INVENTION or produced through the use of the LICENSED INVENTION shall be reduced to practice and manufactured substantially in
the United States, in accordance with 35 U.S.C. 209(b).


 


6.2LICENSEE
shall make a bona fide attempt to use or sell the LICENSED INVENTION in the United States.


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.








    	6



    	 



    




 


ARTICLE
VII


Royalty
and Payment 


 


7.1In
consideration of the license granted in ARTICLE II, LICENSEE shall remit to LICENSOR a nonrefundable license fee in the amount
of [***] upon the execution of this AGREEMENT by LICENSEE.


 


7.2LICENSEE
agrees to pay LICENSOR a running royalty [***] of the NET SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES for each ACCOUNTING PERIOD


 





7.3LICENSEE
agrees to pay LICENSOR a minimum royalty of [***] at the end of the Second ACCOUNTING PERIOD. LICENSEE agrees to pay LICENSOR
a minimum royalty of [***] at the end of the Third ACCOUNTING PERIOD and at the end of each subsequent ACCOUNTING PERIOD thereafter.
The minimum royalty shall be paid to LICENSOR starting at the end of the Second ACCOUNTING PERIOD after the LICENSE COMMENCEMENT
DATE and each ACCOUNTING PERIOD thereafter.


 


7.4For any particular ACCOUNTING PERIOD, the running royalties specified
in Section 7.2 shall be credited against the minimum royalty specified in Section 7.3.


 


7.5LICENSEE
agrees that in the event any ROYALTY-BASE PRODUCTS AND PROCESSES shall be sold, transferred, or disposed of to a THIRD PARTY in
a transaction that does not represent an arm’s length transaction, then the royalties to be paid under this AGREEMENT for
the ROYALTY-BASE PRODUCTS AND PROCESSES shall be based upon the fair market value of the ROYALTY-BASE PRODUCTS AND PROCESSES in
an arm’s length transaction. When such sale, transfer or disposition is for purposes of resale by a THIRD PARTY, such royalties
shall be based upon the NET SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES by such THIRD PARTY, rather than upon the NET SALES OF
ROYALTY-BASE PRODUCTS AND PROCESSES of the LICENSEE. Examples of transactions that do not represent an arm’s length transaction
include sales, transfers or disposals (a) to any type of organization or individual who owns a controlling interest in LICENSEE
by stock ownership or otherwise; (b) to any type of organization in which LICENSEE shall own, directly or indirectly, a controlling
interest by stock ownership or otherwise; or (c) to any type of organization with which, or individual with whom, LICENSEE, its
stockholders, or associated companies shall have any agreement, understanding, or arrangement (such as, among other things, an
option to purchase stock, an arrangement involving a division of profits, or special rebates or allowances) without which agreement,
understanding, or arrangement, prices paid by such organization or individual for the ROYALTY-BASE PRODUCTS AND PROCESSES would
be higher than the NET SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES reported by LICENSEE, or if such agreement, understanding,
or arrangement results in extending to such organization or individual lower prices for ROYALTY-BASE PRODUCTS AND PROCESSES than
those charged to outside concerns buying similar merchandise in similar amounts and under similar conditions.


 


7.6Under
this AGREEMENT, ROYALTY-BASE PRODUCTS AND PROCESSES will be considered sold when invoiced, when shipped, or upon receipt of payment,
whichever occurs first.


 


7.7Royalties
shall accrue at the end of each ACCOUNTING PERIOD and must be paid by LICENSEE TO LICENSOR within thirty (30) calendar days of
the end of each ACCOUNTING PERIOD. Royalties shall be paid by check, denominated in United States dollars, and made payable to
the National Aeronautics and Space Administration. The check shall be mailed to LICENSOR at the address set forth in ARTICLE XV
of this AGREEMENT concurrently with the report required in ARTICLE VIII of this AGREEMENT. LICENSOR’s acceptance of any
royalty payment does not eliminate LICENSOR’s right to contest the accuracy of such payment in the future. If this AGREEMENT
expires or is terminated before the end of an ACCOUNTING PERIOD, the running royalty defined in paragraph 7.2 due for that ACCOUNTING
PERIOD will accrue on the LICENSE EXPIRATION DATE or termination date and must be paid within thirty (30) calendar days of the
LICENSE EXPIRATION DATE or termination date, as applicable.


 


7.8Payments
due LICENSOR that are not timely paid may be submitted to LICENSOR’S Accounts Receivable Department for collection. LICENSOR
shall assess interest, penalties, and administrative costs in accordance with the Federal Claims Collections Standards, 31 C.F.R.
§§ 900-904, on all payments due LICENSOR which are not timely paid by LICENSEE. In addition to these charges, LICENSOR
is authorized to charge to LICENSEE the costs of collection and any associated reasonable attorney fees.


 


ARTICLE
VIII 

Reports


 





8.1LICENSEE
shall submit to LICENSOR written reports within thirty (30) calendar days of the end of every ACCOUNTING PERIOD whether or not
royalties are due. Each report shall be submitted concurrently with the royalties required by ARTICLE VII. To ensure that any
proprietary information submitted by LICENSEE is protected to the fullest extent of the law, LICENSEE should mark with a proprietary
notice any portions of the report that are considered proprietary to LICENSEE.


 


8.2Each
report shall include the following information applicable to the most recent ACCOUNTING PERIOD:


 


	(a)	With
                                         reference to the schedule set forth in the APPENDIX to this AGREEMENT, a narrative description
                                         of the steps taken or being taken to reduce the LICENSED INVENTION to practice.



 


	(b)	With
                                         reference to the schedule set forth in the APPENDIX to this AGREEMENT, a narrative description
                                         of the steps taken or being taken to create a market demand for the LICENSED INVENTION,
                                         to commercialize the LICENSED INVENTION, and to meet market demand for the LICENSED INVENTION.



 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.









    	7



    	 



    




 


		(c)	A
                                         narrative description of the ROYALTY-BASE PRODUCTS AND PROCESSES currently being offered
                                         for sale by LICENSEE and its SUBLICENSEES. Copies of current sales brochures, promotional
                                         materials, and price lists shall be included with this description.



 


		(d)	A
                                         list of the geographic locations at which the LICENSED INVENTION is being manufactured.



 


		(e)	The
                                         number and type of ROYALTY-BASE PRODUCTS AND PROCESSES sold or disposed of by LICENSEE.



 


		(f)	The
                                         number and type of ROYALTY-BASE PRODUCTS AND PROCESSES sold or disposed of by each SUBLICENSEE
                                         (if any).



 


		(g)	The
                                         number and type of ROYALTY-BASE PRODUCTS AND PROCESSES sold or disposed of by each THIRD
                                         PARTY reseller (if any) of ROYALTY-BASE PRODUCTS AND PROCESSES under Section 7.5.



 


		(h)	LICENSEE’s
                                         GROSS SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES.



 


		(i)	GROSS
                                         SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES for each SUBLICENSEE (if any).



 


		(j)	GROSS
                                         SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES for each THIRD PARTY reseller (if any) of
                                         ROYALTY-BASE PRODUCTS AND PROCESSES under Section 7.5.



 


		(k)	The
                                         amounts deducted from GROSS SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES for each of
                                         items (a) through (d) under the definition of NET SALES.



 


		(l)	LICENSEE’s
                                         NET SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES.



 


		(m)	NET
                                         SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES for each SUBLICENSEE (if any).



 





	(n)	NET
                                         SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES for each THIRD PARTY reseller (if any) of
                                         ROYALTY-BASE PRODUCTS AND PROCESSES under Section 7.5.



 


	(o)	The
                                         amount of royalties due LICENSOR.



 


8.3Each
report shall include a certification by an officer of LICENSEE that the LICENSEE is complying with the terms and conditions of
this AGREEMENT and that the responses to each part of Section 8.2 are accurate and complete.


 


8.4LICENSEE
shall, on an annual basis, submit to LICENSOR an audited balance sheet and an audited income statement. Internal audits are permissible,
but LICENSOR reserves the right to require an independent audit and additionally reserves the right to approve of the auditor.
LICENSOR may conduct an independent audit in accordance with Section 9.2 and LICENSEE shall reimburse LICENSOR in accordance with
Section 9.3.


 


8.5 A
final report shall be submitted to LICENSOR by LICENSEE within thirty (30) calendar days after the termination of this AGREEMENT.


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.








    	8



    	 



    




ARTICLE
IX 

Audit Rights


 





9.1LICENSEE
shall keep full, true, and accurate records for the purpose of LICENSOR verifying LICENSEE’s reports to LICENSOR under ARTICLE
VIII, verifying LICENSEE’s royalty payments to LICENSOR under ARTICLE VII, and for determining LICENSEE’s activities
in general under the AGREEMENT. These records shall include, but are not limited to, ledgers and journals of account, customer
orders, invoices, shipping documents, inventory records, computer records, purchase orders, and tax records. These records, as
a whole, shall include information which will allow, at a minimum, identification of suppliers, customers, items sold or otherwise
transferred, and/or services rendered, as well as whether the LICENSEE is operating within the scope of its license.


 


9.2The
records described in Section 9.1 shall be available for audit by LICENSOR, or by an authorized representative of LICENSOR, at
all reasonable times for the LICENSE TERM and for three (3) calendar years thereafter. In addition, LICENSEE shall permit inspection
by LICENSOR, or by an authorized representative of LICENSOR, of LICENSEE’s assembly facilities and of LICENSEE’s inventory
of ROYALTY-BASE PRODUCTS AND PROCESSES, including parts, works-in-progress, and finished goods, during any audit by LICENSOR.








 


9.3If
LICENSOR, as a result of an audit, discovers an error in payment of royalties that exceeds the greater of five percent of royalties
due for any ACCOUNTING PERIOD or Two Thousand Five Hundred Dollars ($2,500), then LICENSEE shall reimburse LICENSOR for the cost
of the audit, including all related costs of performing the audit (e.g., travel, food, lodging, cost of professional services,
etc.), in addition to any penalties assessed pursuant to Section 7.8, within thirty (30) calendar days of written notice from
LICENSOR to LICENSEE of the underpayment. Any underpaid royalties, regardless of amount, discovered as a result of an audit shall
be due within thirty (30) calendar days of written notice from LICENSOR to LICENSEE of the underpayment.


 


ARTICLE
X 

Marking


 


10.1LICENSEE
and all SUBLICENSEES shall mark all ROYALTY-BASE PRODUCTS AND PROCESSES, or products incorporating ROYALTY-BASE PRODUCTS AND PROCESSES,
in accordance with the statutes of the United States relating to the marking of patented articles (see 35 U.S.C. § 287).
Such marking shall be accomplished by fixing on the article or when, from the character of the article, this cannot be done, by
fixing to it, or to the package wherein one or more of the articles is contained, a label including the notation “Licensed
from the National Aeronautics and Space Administration under U.S Patent Nos. 7,623,972; 7,801,687; 7,968,054; and 8,000,903; other
Patents Pending.” Such marking shall also be included in all literature and/or advertising materials describing the LICENSED
INVENTION.


ARTICLE
XI


Use
of the NASA Name


 


11.1Except
as required by ARTICLE X, LICENSEE may use the name of LICENSOR, or the acronym “NASA,” only in truthful statements
concerning its relationship with LICENSOR. The letters ‘NASA’ may be used in such truthful statements only if they
are:


 





	(a)	used
                                         in their normal typed or printed form;



 


	(b)	the
                                         same size, color, and intensity as the rest of the words in a sentence;



 


	(c)	not
                                         used in their stylized version as they appear in the NASA logotype or NASA insignia;
                                         and



 


	(d)	not
                                         used to indicate that NASA endorses the LICENSEE’s products, processes, etc.



 


11.2Uses
of the letters ‘NASA’, other than those required by ARTICLE X or specified in Section 11.1, shall require the express
written approval of LICENSOR. Approval by LICENSOR shall be based on applicable law (i.e., 51 U.S.C. §§ 20141, 20111-20113;
and 14 CFR § 1221.100 et seq.) and NASA policy governing the use of the letters ‘NASA’ and the
words ‘National Aeronautics and Space Administration’ and shall not be unreasonably withheld.


 


11.3LICENSEE
agrees to make copies of its marketing literature available to LICENSOR so that LICENSOR can determine that such use is in accordance
with the terms of this ARTICLE.


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.








    	9



    	 



    




ARTICLE
XII


Disclaimer
of Warranties


 


12.1LICENSOR
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY MATTER WHATSOEVER.


 


12.2ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED HEREUNDER.


 


12.3In
particular, nothing in this AGREEMENT shall be construed as:


 


	(a)	A
                                         warranty or representation by LICENSOR as to the validity or scope of any LICENSED PATENT;
                                         or



 


	(b)	A
                                         warranty or representation that anything made, used, sold, or otherwise disposed of under
                                         any license granted in this AGREEMENT is or will be free from infringement of any type,
                                         including patent infringement, copyright infringement, and trademark infringement; or



 


	(c)	A
                                         requirement that LICENSOR shall file any patent application, secure any patent, or maintain
                                         any patent in force, other than the LICENSED PATENT; or



 


	(d)	An
                                         obligation to bring or prosecute actions or suits against THIRD PARTIES for infringement;
                                         or



 


	(e)	An
                                         obligation to furnish any manufacturing or technical information; or, if any such information
                                         is supplied, a warranty or representation that such information is accurate; or



 


	(f)	Conferring
                                         a right to use in advertising, publicity or otherwise the name of any inventor of the
                                         LICENSED INVENTION or the NASA name, seal, insignia, logotype or any other adaptation
                                         without the prior written consent of LICENSOR (except as otherwise provided in ARTICLE
                                         XI); or



 


	(g)	Precluding
                                         the export from the United States of ROYALTY-BASE PRODUCTS AND PROCESSES on which royalties
                                         shall have been paid as provided in ARTICLE VII, provided that the item can be exported
                                         under the export control laws of the United States; or



 


	(h)	Granting
                                         by implication or estoppel, any licenses or other rights under any patent of LICENSOR
                                         or any other PERSON in the United States or any foreign country; or



 


	(i)	Granting
                                         by implication, estoppel, or otherwise, any licenses or rights under patents or patent
                                         applications of LICENSOR other than the LICENSED INVENTION, regardless of whether such
                                         other patents or patent applications are dominant, subordinate, or an improvement to
                                         the invention or inventions as claimed, of the LICENSED PATENT or LICENSED PATENT APPLICATION,
                                         nor to other applications that did not claim the invention.



 





	(j)	Conferring
                                         upon any PERSON (1) any immunity from or defenses under the antitrust laws, (2) any immunity
                                         from a charge of patent misuse, or (3) any immunity from the operation of Federal, State,
                                         or other law.



 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission. 






    	10



    	 



    




 


ARTICLE
XIII


Risk
Allocation and Indemnification


 


13.1LICENSOR
makes no representation, extends no warranties of any kind, either express or implied, and assumes no responsibility whatsoever
with respect to use, sales, or other disposition by LICENSEE or its vendees or other transferees of products incorporating or
made by the use of (a) the LICENSED INVENTION or (b) information, if any, furnished under this AGREEMENT.


 


13.2LICENSEE
shall indemnify LICENSOR, its officers and employees, and hold them harmless against all liabilities, demands, damages, expenses,
or losses including, but not limited to, attorney’s fees, court costs, and the like, arising (a) out of the use by LICENSEE
or its transferees of the LICENSED INVENTION or information furnished under this AGREEMENT, or (b) out of any sale, use, or other
disposition by LICENSEE or its transferees of products, processes, or compositions, made by use of such inventions or information.


 


13.3It
shall be the sole responsibility of the LICENSEE to ensure that any and all embodiments of the LICENSED INVENTION are safe under
all circumstances.


 


13.4Independent
of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this AGREEMENT, other
than as provided in Sections 13.1 and 13.2, or other than for infringement of one PARTY’s intellectual property rights by
another PARTY, (including any engagement in licensable activities by licenses beyond the scope of the license provided by this
AGREEMENT), neither PARTY will be liable to the other PARTY (nor to any THIRD PARTY claiming rights derived from the other PARTY’s
rights) for incidental, consequential, special, punitive, or exemplary damages of any kind, including lost profits, loss of business,
or other economic damage, and further including injury to property, as a result of breach of any warranty or other term of this
AGREEMENT, regardless of whether the PARTY liable or allegedly liable was advised, had reason to know, or in fact knew of the
possibility thereof.





 





ARTICLE
XIV


Patent
Validity


 


14.1If,
in any proceeding in which the validity, infringement, or priority of invention of any claim of the LICENSED PATENT to LICENSEE
is in issue, a judgment or decree is entered which becomes final (below referred to as an “final judgment”), the construction
placed upon any such claim by such final judgment shall thereafter be followed, not only as to such claim but as to all claims
to which such construction applies, with respect to subsequently occurring acts. If such final judgment holds any claim invalid,
LICENSEE shall be relieved prospectively (a) from including in its reports ROYALTY-BASE PRODUCTS AND PROCESSES sold or otherwise
disposed of covered only by such claim or any broader claim to which such final judgment is applicable, and (b) from the performance
of those other acts which may be required by this AGREEMENT only because of any such claim. However, if there are two or more
conflicting final judgments with respect to the same claim based on the same grounds or where the same issues were raised, the
decision of the higher tribunal shall be followed, but if the tribunals be of equal dignity, then the decision more favorable
to the claim shall be followed.


 


14.2In
the event evidentiary material comes to the attention of the LICENSEE that, in the judgment of the LICENSEE, bears on the validity
or scope of any LICENSED PATENT, the LICENSOR will in good faith discuss with the LICENSEE whether such evidentiary material so
affects the validity or scope of the LICENSED PATENT to which it is asserted to apply that the terms of the license in respect
to such LICENSED PATENT should be modified.


 


14.3The
LICENSEE, after the LICENSE COMMENCEMENT DATE, may assert the invalidity of any claim in any LICENSED PATENT, if coupled with
or followed by:


 


	(a)	Withholding,
                                         or notice of intention to withhold, or denial of obligation to pay, royalties otherwise
                                         payable under this AGREEMENT in respect to the LICENSEE’s operations under such
                                         claim; or



 





	(b)	Initiation
                                         or participation in a suit challenging or denying the validity of such claim in reference
                                         to LICENSEE’s operations under this AGREEMENT, that may, at the option of the LICENSOR,
                                         be conclusively presumed to constitute LICENSEE’s termination, as of the earliest
                                         provable date of such withholding, notice, denial, initiation, or participation, of its
                                         AGREEMENT including its obligation for payment of royalties due from the date of the
                                         termination.






 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission. 



    	11



    	 



    




ARTICLE
XV


Points
of Contact


 


15.1The
following PERSONS are designated as the points of contact for their respective PARTY and are responsible for keeping this information
current by providing updated information as warranted. These points of contact are the principal representatives of the PARTIES
involved in the performance of this AGREEMENT.


 





	LICENSOR

         
	LICENSEE
	Name:
                                         [***]

         
	Name:
    [***]
	Title:
                                         [***]

         
	Title:
    Chairman and CEO
	Address:
                                         NASA Ames Research Center

        Mail
        Stop 202A-4

        Bldg.
        202A, Rm. 113, 

        P.O
        Box 1

        Moffett
        Field, CA 94035-0001

         
	[***]

        [***]

        [***]

	Title:
                                         [***]

         
	 
	Address:
                                         NASA Ames Research Center

        Mail
        Stop 202A-3

        Bldg.
        202A, Rm. 213

        P.O.
        Box 1

        Moffett
        Field, CA 94035-0001

         
	 







 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.












    	12



    	 



    

ARTICLE
XVI


Notices


 


16.1All
notices hereunder will be in writing and will be delivered and effective as follows:


 


	(a)	Every
                                         notice required or contemplated by this AGREEMENT to be given either PARTY may be delivered
                                         in person or may be sent by commercial courier or U.S. mail, addressed to the PARTY for
                                         whom it is intended, at the address specified in ARTICLE XV.



 


	(b)	Any
                                         notice will be effective on the date that it is hand delivered or on the fifth business
                                         day after it was deposited with the commercial courier or the U.S. mail.



 


	(c)	As
                                         used in this ARTICLE, a reference to a particular date means the date itself, if a business
                                         day, otherwise the first business day after the date.



 


ARTICLE
XVII 

Infringement 


 


17.1If
LICENSEE becomes aware of an infringement or has reasonable cause to believe that there has been an infringement of any
LICENSED PATENT, LICENSEE shall notify LICENSOR in writing concerning LICENSEE’s knowledge of any infringement or of
the reasonable cause for belief of infringement. Such notice should include: an analysis of how the claims of any LICENSED
PATENT read-on the allegedly infringing articles; the identity of the alleged infringers; a statement as to whether the
alleged infringers are making, using, or selling the allegedly infringing articles; a statement describing the extent of the
alleged infringement; and a statement which describes and quantifies the harm being suffered by the LICENSEE as a result of
the alleged infringement. If such notice and information are furnished, LICENSOR may volunteer its opinion as to whether
reasonable cause exists to believe that there has been an infringement. Only during the Five- (5-)Year period of exclusivity,
LICENSEE is authorized under the provisions of Chapter 29 of Title 35, United States Code, or other statutes, (a) to
bring suit in its own name, at its own expense, and on its own behalf, for infringement of the LICENSED PATENT, and (b) in
any such suit, to enjoin infringement and to collect for its use, damages, profits and awards of whatever nature, recoverable
from such infringement, subject to payment of royalties due to LICENSOR, and further, (c) to settle any claim or suit for
infringement of the LICENSED PATENT, as by granting a sublicense under this AGREEMENT. With respect to the royalties due to
LICENSOR from LICENSEE’s successful infringement action, the parties agree to enter into good faith negotiations to
arrive at the appropriate amount of royalties due to LICENSOR. The authority to bring suit is subject to the continuing right
of the United States to bring suit itself or to intervene in LICENSEE’s suit; and, in either event, LICENSEE shall give
LICENSOR reasonable notice and assistance.







 


ARTICLE
XVIII


Dispute
or Breach


 


18.1All
disputes concerning the interpretation or application of this AGREEMENT shall be discussed mutually between the PARTIES. Any disputes
that are not disposed of by mutual agreement shall be decided by the NASA Agency Counsel for Intellectual Property, or designee,
who shall reduce the decision to writing and mail or otherwise deliver a copy thereof to LICENSEE. LICENSEE may respond to such
notice of a dispute decision in accordance with the procedures set forth in Section 19.7.


 


18.2In
the event of a BREACH of any provision of this AGREEMENT, the NONBREACHING PARTY shall give the BREACHING PARTY notice describing
the BREACH and stating that the BREACHING PARTY has thirty (30) calendar days after notice of the BREACH to cure the BREACH or
show cause why the AGREEMENT should not be terminated.


 


18.3If
a provision of this AGREEMENT sets forth a cure period for the BREACH in question other than thirty (30) calendar days, then that
provision shall take precedence over the cure period set forth in Section 18.2.


 


18.4No
cure period is required, except as may be otherwise provided in this AGREEMENT, if:


 





	(a)	this
                                         AGREEMENT sets forth specific deadline dates for the obligation allegedly breached; or



 


	(b)	this
                                         AGREEMENT otherwise states that no cure period is required in connection with the termination
                                         in question.



 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission. 



    	13



    	 



    




18.5The
BREACHING PARTY will be deemed to have cured such BREACH if within the cure period it takes steps reasonably adequate to alleviate
any damage to the NONBREACHING PARTY resulting from the BREACH and to prevent a similar future BREACH.


 


ARTICLE
XIX


Termination
or Modification


 


 19.1 The PARTIES may terminate or modify this AGREEMENT by mutual consent upon such terms as they may agree in writing.




 


19.2Either
PARTY may terminate this AGREEMENT upon the discovery by one PARTY of any intentional MATERIAL false statement or misrepresentation
made or submitted by the other PARTY which BREACHES any obligation under the terms of this AGREEMENT or upon the discovery by
one PARTY that the other PARTY has committed a MATERIAL breach of a provision of the AGREEMENT.


 


19.3LICENSEE
may prospectively terminate this AGREEMENT upon ninety (90) calendar days written notice to LICENSOR. Unless otherwise agreed
to by the PARTIES in accordance with Section 19.1, such prospective termination will become effective ninety (90) calendar days
after the effective date of the notice as determined in accordance with Section 16.1.


 


19.4This
AGREEMENT may be terminated by LICENSOR, in whole or in part, if:


 


	(a)	LICENSOR
                                         determines that LICENSEE has failed or will fail to meet milestones in accordance with
                                         the schedule set forth in the APPENDIX to this AGREEMENT and incorporated into this AGREEMENT,
                                         or to achieve or maintain PRACTICAL APPLICATION of the LICENSED INVENTION as provided
                                         by ARTICLE V.



 


	(b)	LICENSOR
                                         determines that LICENSEE has failed or will fail to reduce to practice or substantially manufacture
the LICENSED INVENTION in the United States as provided by Section 6.1.






 


	(c)	LICENSOR
                                         determines that LICENSEE has failed or will fail to meet market demand for the LICENSED
                                         INVENTION.



 


	(d)	LICENSEE
                                         fails to pay royalties or submit reports as provided by ARTICLES VII and VIII.



 


	(e)	LICENSOR
                                         determines that such action is necessary to meet the requirements for public use specified
                                         by Federal regulations issued after the date of the license and such requirements are
                                         not reasonably satisfied by LICENSEE.



 


	(f)	LICENSEE
                                         commits a BREACH of a covenant contained in this AGREEMENT.



 


19.5LICENSOR
may terminate this AGREEMENT if LICENSEE becomes INSOLVENT. LICENSEE must notify LICENSOR within thirty (30) calendar days after
becoming INSOLVENT. LICENSEE’s failure to conform to this requirement shall be deemed a MATERIAL, incurable BREACH.


 


19.6LICENSEE
must promptly inform LICENSOR of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention
to file an involuntary petition in bankruptcy. LICENSOR may terminate this AGREEMENT upon receiving notice of intention to file.
LICENSEE’s filing without conforming to this requirement shall be deemed a MATERIAL, pre-petition incurable BREACH.


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.








    	14



    	 



    




 


19.7Before
LICENSOR unilaterally modifies or terminates this AGREEMENT for any cause, LICENSOR will deliver to LICENSEE and all
SUBLICENSEES of record a written notice stating LICENSOR’s intention to modify or terminate the AGREEMENT and the
reasons therefor. LICENSEE and SUBLICENSEES of record will be allowed thirty (30) calendar days after: (a) such notice of
intention to modify or terminate the AGREEMENT to remedy any BREACH of the AGREEMENT or show cause why the AGREEMENT should
not be unilaterally modified or terminated; or, (b) a notice of a dispute decision, rendered in accordance with Section 18.1,
to rebut such decision. A response to a notice regarding modification or termination or to a notice of a dispute decision
should be addressed to the General Counsel, National Aeronautics and Space Administration, Washington, DC 20546. The General
Counsel will render a determination based on the LICENSEE’s or SUBLICENSEES’ response within a reasonable
time.


 


19.8If
no response under Section 19.7(a) is provided by LICENSEE or any SUBLICENSEE to a notice regarding modification or termination,
the AGREEMENT will be unilaterally modified or will terminate, effective thirty-one calendar(31) days from the notice of modification
or termination, with no right to appeal under Section 19.9. If no response under Section 19.7(b) is provided by LICENSEE or any
SUBLICENSEE to a notice of a dispute decision provided under Section 18.1, the decision by the Agency Counsel for Intellectual
Property will be final, effective thirty-one (31) calendar days from the dispute decision, with no right to appeal under Section
19.9.


 


19.9
LICENSEE may appeal in writing to the NASA Administrator, any determination rendered by the General Counsel in accordance
with Section 19.7, within thirty (30) calendar days of notice of such determination. The notice of appeal and all supporting documentation
should be addressed to the Administrator, National Aeronautics and Space Administration, Washington, DC 20546. LICENSEE shall
be afforded an opportunity to be heard and to offer evidence in support of its appeal. The decision on the appeal shall be made
by the NASA Administrator or designee, which shall be the final agency decision from which there will be no further right of administrative
appeal. Nothing in this Article shall be interpreted as precluding actions at law.


 


19.10If
no action is taken under Section 19.9, then the determination rendered by the General Counsel shall become final within thirty-one
(31) calendar days after delivery of the notice of such determination.


 


19.11All
royalties and reports due up to and including the date of termination of this AGREEMENT are due within thirty (30) calendar days
of the date of termination. As such, the following rights and obligations survive any termination to the extent necessary to permit
their complete fulfillment or discharge:


 


	(a)	LICENSEE’S
                                         obligation to supply a final report as specified in Section 8.5 of this AGREEMENT;



 


	(b)	LICENSOR’S
                                         right to receive or recover and LICENSEE’S obligation to pay royalties accrued
                                         or accruable
for payment at the time of any termination; and






 


	(c)	LICENSEE’s
                                         obligation to maintain records and LICENSOR’S right to conduct a final audit in
                                         accordance with ARTICLE IX of this AGREEMENT.



 







ARTICLE
XX 

Assignment 


 


20.1Upon
written approval by LICENSOR, LICENSEE may assign this AGREEMENT provided that LICENSEE submits to LICENSOR, in advance, a written
request for permission to grant the assignment, information that LICENSOR considers necessary to evaluate the proposed assignment,
and a copy of the proposed assignment. If LICENSOR approves the assignment as being consistent with the Government’s interests,
the PARTIES and the assignee will be required to execute a novation agreement. At a minimum, the novation agreement will provide
that LICENSEE waives all rights under the license, the assignee assumes all obligations under the AGREEMENT, and that LICENSOR
recognizes the assignee as the successor in interest to the AGREEMENT.


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission. 



    	15



    	 



    




ARTICLE
XXI 

Governing Law


 


21.1This
AGREEMENT will be interpreted and enforced in accordance with United States federal law.


ARTICLE
XXII


Independent
Entities


 


22.1The
Parties are separate and independent entities. Except as may be expressly and unambiguously provided in this AGREEMENT, no partnership
or joint venture is intended to be created by this AGREEMENT, nor any principal-agent or employer-employee relationship.


 


22.2Except
to the extent expressly provided in this AGREEMENT, neither PARTY has, and neither PARTY shall attempt to assert, the authority
to make commitments for or to bind the other PARTY to any obligation.





 


ARTICLE
XXIII


Effect
of Partial Invalidity


 


23.1
If any one or more of the provisions of this AGREEMENT should be ruled wholly or partly invalid or unenforceable by a court
or other government body of competent jurisdiction, and as long as the fundamental objectives of the AGREEMENT can be carried
out, then:


 


	(a)	the
                                         validity and enforceability of all provisions of this AGREEMENT not ruled to be invalid
                                         or unenforceable will be unaffected;



 


	(b)	the
                                         provision(s) held wholly or partly invalid or unenforceable will be deemed to be amended,
                                         and the court or other government body is authorized to reform the provision(s), to the
                                         minimum extent necessary to render them valid and enforceable in conformity with the
                                         PARTIES’ intent as manifested herein; and



 


	(c)	if
                                         the ruling, and/or the controlling principle of law or equity leading to the ruling,
                                         is subsequently overruled, modified, or amended by legislative, judicial, or administrative
                                         action, then the provision(s) in question, as originally set forth in this AGREEMENT,
                                         will be deemed to be valid and enforceable to the maximum extent permitted by the new
                                         controlling principle of law or equity.



 


ARTICLE
XXIV 

Nonwaiver


 


24.1The
failure of either PARTY at any time to require performance by the other PARTY of any provisions of this AGREEMENT shall in no
way affect the right of such PARTY to require require future performance of that provision. Any waiver by either PARTY of any
BREACH of any provision of this AGREEMENT shall not be construed as a waiver of any continuing or succeeding BREACH of such provision,
a waiver of the provision itself, or a waiver of any right under this AGREEMENT.


 





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission. 



    	16



    	 



    




ARTICLE
XXV


Entire
Agreement 


 


25.1Except
as may be expressly provided otherwise herein, this AGREEMENT constitutes the entire agreement between the PARTIES concerning
the subject matter thereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise,
between the PARTIES with reference thereto will be of any force or effect. This AGREEMENT may only be modified by written agreement
of the PARTIES.


 







ARTICLE
XXVI


Article
Headings 


 


26.1The
Article Headings contained in this AGREEMENT are for reference purposes only and shall not in any way control the meaning or interpretation
of this AGREEMENT.


 


ARTICLE
XXVII 

Counterparts


 


27.1
This AGREEMENT may be executed in separate counterparts, each of which so executed and delivered shall constitute an original,
but all such counterparts shall together constitute one and the same instrument. Any such counterpart may comprise one or more
duplicates or duplicate signature pages, any of which may be executed by less than all of the PARTIES, provided that each PARTY
executes at least one such duplicate or duplicate signature page. The PARTIES stipulate that a photostatic copy of an executed
original will be admissible in evidence for all purposes in any proceeding as between the PARTIES.





 


ARTICLE
XXVIII 

Acceptance 





28.1In
witness whereof, each PARTY has caused this AGREEMENT to be executed by its duly authorized representatives:





	LICENSOR:	LICENSEE:
	National
    National Aeronautics and Space Administration	Nanobeak,
    Inc.
	By:
    /s/ Dr. S. Pete Worden	By:
    /s/ Jeremy Barera
	Dr.
                                         S. Pete Worden

        Center
        Director

        Ames
        Research Center

         
	Jeremy
                                         Barera 

        Chief
        Executive Officer

	Date:	Date:







Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.



    	17



    	 



    

APPENDIX

Milestones


 


[***]







Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.



    	18