In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
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Question: Exhibit 10.14

EXECUTION VERSION

[***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

MASTER OPERATION AND MAINTENANCE AGREEMENT

by and between

DIAMOND STATE GENERATION PARTNERS, LLC

and

BLOOM ENERGY CORPORATION

dated as of April 13, 2012

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





TABLE OF CONTENTS Page

ARTICLE 1 DEFINITIONS 2

Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions 11

ARTICLE 2 SYSTEM SERVICES 12

Section 2.1 In General 12 Section 2.2 Operation and Maintenance Services 12 Section 2.3 Service Fees 13 Section 2.4 System Services Warranty 13 Section 2.5 System Service Warranty Claims 13 Section 2.6 Performance Warranty 14 Section 2.7 Efficiency Warranty 14 Section 2.8 Gas Payment Shortfall 15 Section 2.9 Exclusions 15 Section 2.10 No Duplication of Terms 16 Section 2.11 Title 16 Section 2.12 Record-Keeping Documentation 16 Section 2.13 Remote Monitoring 17 Section 2.14 Permits 17 Section 2.15 Intentionally deleted 17 Section 2.16 Performance Standards 17 Section 2.17 Rights to Deliverables 18 Section 2.18 Appointment of Service Provider 18 Section 2.19 Operating Budget 18

ARTICLE 3 TERM 18

Section 3.1 Term 18

ARTICLE 4 TERMINATION 19

Section 4.1 Default 19 Section 4.2 Termination of Warranties 20 Section 4.3 Replacement of Agreement 20

ARTICLE 5 DATA ACCESS 21

Section 5.1 Access to Data and Meters 21 i

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





ARTICLE 6 INDEMNITY 21

Section 6.1 Indemnification of Operator by Owner 21 Section 6.2 Indemnification of Owner by Operator 21 Section 6.3 Indemnity Claims Procedure 22 Section 6.4 No Duplication of Claims 22

ARTICLE 7 LIMITATIONS ON LIABILITY 22

Section 7.1 Aggregate Limit of Liability 22 Section 7.2 No Duplication of Claims 23

ARTICLE 8 REPRESENTATIONS AND WARRANTIES 24

Section 8.1 Representations and Warranties of Owner 24 Section 8.2 Representations and Warranties of Operator 25

ARTICLE 9 MISCELLANEOUS 26

Section 9.1 Amendment and Modification 26 Section 9.2 Waiver of Compliance; Consents 26 Section 9.3 Notices 27 Section 9.4 Assignment 27 Section 9.5 Dispute Resolution; Governing Law 27 Section 9.6 Governing Law, Jurisdiction, Venue 27 Section 9.7 Counterparts 28 Section 9.8 Interpretation 28 Section 9.9 Appendices and Exhibits 28 Section 9.10 Entire Agreement 28 Section 9.11 Construction of Agreement 28 Section 9.12 Severability 29 Section 9.13 Attorneys' Fees 29 Section 9.14 Further Assurances 29 Section 9.15 Independent Contractors 29 Section 9.16 No Contract for the Sale of Goods 29 Section 9.17 Time of Essence 29 Section 9.18 Confidentiality 29 Section 9.19 Force Majeure 31 Section 9.20 Right of Offset 31 Section 9.21 No Liens 31 Section 9.22 Insurance 31

Exhibit A Service Fees Exhibit B Efficiency Bank Operation Example Calculation ii

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Appendix A [Intentionally Omitted] Appendix B Minimum Power Product Example Calculation Appendix C Facilities Appendix D Power Performance Warranty Claim Example Calculation Appendix E Efficiency Warranty Claim Example Calculation Appendix F Gas Payment Shortfall Claim Example Calculation iii

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





MASTER OPERATION AND MAINTENANCE AGREEMENT

This MASTER OPERATION AND MAINTENANCE AGREEMENT (this Agreement), dated as of April 13, 2012, between BLOOM ENERGY CORPORATION, a Delaware corporation (BE or, in its capacity as operator hereunder, Operator), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (Owner) (each, a Party, and together, the Parties), covers (i) the Portfolio of on-site solid oxide fuel cell power generating systems capable of being powered by renewable fuels, having an aggregate Nameplate Capacity of up to 30 MW (each a Bloom System, and together the Bloom Systems) and (ii) the BOF installed by BE pursuant to the MESPA, in each case to the extent set forth herein.

WHEREAS, Owner is a company formed at the direction of BE for the purpose of purchasing and owning Bloom Systems for the generation of electricity and sale of electricity and capacity generated by the Bloom Systems into the PJM Grid;

WHEREAS, the customer base of Delmarva Power & Light Company (DPL), an investor owned utility company regulated by the Delaware Public Service Commission (DPSC), will be subject to a charge to be collected on behalf of Owner by DPL under the REPS Act and the Tariffs, and DPL has agreed to provide natural gas service and to serve as the collection and disbursement agent of Owner pursuant to the Tariffs and the DPL Agreements;

WHEREAS in 2011, Owner purchased from Operator pursuant to the December 30 Bill of Sale certain Bloom Systems and other parts and equipment to be incorporated into the Bloom Systems, and Owner presently owns such Bloom Systems and other parts and equipment;

WHEREAS, Operator has entered into that certain Master Energy Server Purchase Agreement dated as of the date hereof (the MESPA) with Owner, under the terms of which Owner will purchase additional Bloom Systems and the BOF from BE in order for Owner to provide electricity and capacity generated by the Bloom Systems into the PJM Grid;

WHEREAS, pursuant to REPS Act Section 352(16), BE will be a Qualified Fuel Cell Provider (QFCP), and pursuant to the QFCP-RC Tariff, Owner will be a QFCP Generator (QFCP Generator), and pursuant to REPS Act Section 352(17) the Facilities shall constitute a Qualified Fuel Cell Provider Project (Qualified Fuel Cell Provider Project); and

WHEREAS, Operator has agreed to provide certain operation and maintenance services to Owner subject to the conditions of this Agreement.

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

ARTICLE 1 DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, capitalized terms not otherwise defined shall have the meanings set forth below:

Actual kWh means the actual energy output in kWh produced by each Bloom System and aggregated together.

Administrative Services Agreement means the Administrative Services Agreement dated as of April 13, 2012 among BE, Owner and Diamond State Generation Holdings, LLC.

Affiliate of any Person means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

Agreement means this agreement.

Annual Reports is defined in Section 2.12.

Base Case Model is defined in the ECCA.

BE is defined in the recitals.

Bloom System or Bloom Systems is defined in the introductory paragraph hereof.

BOF means, for each Site, the Electrical Interconnection Facilities, the natural gas supply facilities, the water supply facilities, the data communications facilities, the foundations for the Bloom Systems, and any other ancillary facilities and equipment installed in connection with the Facility at each Site.

BOF Work is defined in the MESPA.

Business Day means a day other than a Saturday, Sunday or other day on which banks in New York, New York, or San Francisco, California, are authorized or required to close.

Claiming Party is defined in Section 9.19.

Code means the Internal Revenue Code of 1986, as amended.

Commencement of Operations means, with respect to any Bloom System, the completion and the performance of all of the following activities:

(a) such Bloom System has been Placed in Service; 2

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





(b) such Bloom System (i) has been attached to the load at the Site and (ii) is performing at the Warranty Specifications (measured over a 24 hour period and not over the Look Back Period or on a Portfolio basis as referenced in the definition of Warranty Specifications; provided that for this purpose the percentage in Minimum Power Product shall be deemed to be 100% rather than 85%);

(c) such Bloom System has satisfied the conditions precedent for Facility Commercial Operation Date and the Initial Delivery Date (each as defined in the QFCP-RC Tariff) and Operator has performed and successfully completed all necessary acts under the Interconnection Agreements (including performance testing) and has obtained written permission from the applicable Person granting Owner permission to interconnect with the PJM Grid pursuant thereto;

(d) Operator shall have furnished a written certification from Operator addressed to Owner certifying, without any qualification, that Operator has installed such Bloom System in accordance with Performance Standards; and

(e) Operator shall have furnished a written certification from the Independent Engineer addressed to Owner certifying, without any qualification, that (i) such Bloom System's commissioning has been successfully completed and (ii) such Bloom System has achieved commercial operation (and if such Bloom System is the first Bloom System installed at such Facility then the Independent Engineer must also certify, without qualification, that Operator has installed all BOF Work necessary for the operation of that Facility).

Company LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, dated as of April 13, 2012, between Clean Technologies II, LLC and Mehetia Inc.

Confidential Information is defined in Section 9.18(a).

Credit Agreement has the meaning set forth in the ECCA.

Credit Documents has the meaning set forth in the ECCA.

DDOT means the Delaware Department of Transportation.

DDOT Site Lease means the Lease Agreement between DDOT and Owner dated as of July, 2011, as it may be amended to extend the term or otherwise.

December 30 Bill of Sale means the Bill of Sale and Agreement, effective as of December 30, 2011, between BE and Owner pursuant to which Safe Harbor Systems and Safe Harbor Equipment were sold by BE to Owner for purposes of meeting the 5% safe harbor for Grant eligibility under the Guidance. 3

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Delivery Date has the meaning provided in the MESPA.

DPL has the meaning provided in the recitals.

DPL Agreements means the service applications between Owner and DPL with respect to the REPS Act and the Tariffs, whereby DPL shall (a) serve as the agent for collection of amounts due from Owner (if any) and for disbursement of amounts due to Owner under the QFCP-RC Tariff and (b) sell to Owner natural gas under the Gas Tariff.

DPL Site Lease means the Lease Agreement between DPL and Owner dated as of February 10, 2012.

DPSC has the meaning provided in the recitals.

ECCA means the Equity Capital Contribution Agreement with respect to Diamond State Generation Holdings, LLC, among Clean Technologies II, LLC, Diamond State Generation Holdings, LLC, Owner and Mehetia Inc., dated as of March 16, 2012.

Efficiency means the quotient of E/F, where E = the electricity produced by the Portfolio, measured in BTUs (British Thermal Units) at a conversion rate of 3,412 BTUs per kWh, and F = the fuel consumed by the Portfolio, measured in BTUs on a Lower Heating Value basis.

Efficiency Bank means banked volumes of natural gas which the Owner is permitted to accrue in a tracking account under the QFCP-RC Tariff Section C.(5) and which are available to offset any Efficiency Warranty shortfall. An example of the operation of the Efficiency Bank is attached as Exhibit B.

Efficiency Warranty has the meaning provided in Section 2.7.

Efficiency Warranty Period has the meaning provided in Section 2.7.

Electrical Interconnection Facilities means the equipment and facilities required to safely and reliably interconnect a Facility to the PJM Grid or the transmission system of another Transmitting Utility in whose territory the Facility is located, as applicable, including the collection system between each Bloom System, transformers and all switching, metering, communications, control and safety equipment, including the facilities described in any applicable Interconnection Agreement.

Energy means three-phase, 60-cycle alternating current electric energy constituting the Actual kWh.

Facility means the Bloom Systems and the BOF at a Site.

Facility Meter means the revenue quality electricity generation meter to be located at the metering point (the proposed location of which is to be identified in the Interconnection Agreement), which Facility Meter shall register all Energy produced by a Facility and delivered to the Interconnection Point. 4

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Facility Service Warranty is defined in Section 2.4.

Facility Services is defined in Section 2.1.

FERC means the Federal Energy Regulatory Commission and any successor.

Force Majeure Event means any event or circumstance that (a) prevents a Party from performing its obligations under this Agreement; (b) was not foreseeable by such Party; (c) was not within the reasonable control of, or the result of the negligence of such Party; and (d) such Party is unable to reasonably mitigate, avoid or cause to be avoided with the exercise of due diligence. It shall include failure or interruption of performance due to: an act of God, civil or military authority, war, civil disturbances, terrorist activities, fire, explosions, the elements, the gas supplier's failure to comply with gas delivery, quality or pressure requirements, the external power delivery system (a/k/a the grid) being out of the required specifications or total failure (a/k/a brownout or blackout), PJM or other electric grid curtailment, or failure of equipment not utilized by or under the control of the Party claiming the Force Majeure Event (or any Affiliate or subcontractor of such Party). Force Majeure Event does not include the lack of economic resources of a Party or Operator's failure to design and construct the Bloom Systems and the BOF so as to meet the respective warranties hereunder.

Gas Payment Shortfall means the cost of natural gas, in any billing period under the QFCP-RC Tariff, for the quantity of natural gas used by the Owner that exceeds the quantity of natural gas that would have been utilized at the Target Heat Rate (as defined in the QFCP-RC Tariff) and the Efficiency Bank does not have a positive balance available to offset such excess.

Gas Tariff means DPL's Service Classification LVG-QFCP-RC filed for gas service applicable to REPS Qualified Fuel Cell Provider Projects and approved by the DPSC in Order no. 8062 dated October 18, 2011, as adopted and supplemented by DPSC's Findings, Opinion and Order No. 8079, dated December 1, 2011.

Governmental Approvals means (a) any authorizations, consents, approvals, licenses, rulings, permits, tariffs, rates, certifications, variances, orders, judgments, decrees by or with a relevant Governmental Authority and (b) any required notice to, any declaration of, or with, or any registration or filing by, or with, any relevant Governmental Authority.

Governmental Authority means any foreign, federal, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, court, tribunal, arbitrating body or other governmental authority.

Grant is defined in the Company LLC Agreement. 5

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Guidance is defined in the ECCA.

Indemnifiable Loss means any claim, demand, suit, loss, liability, damage, obligation, payment, cost or expense (including the cost and expense of any action, suit, proceeding, assessment, judgment, settlement or compromise relating thereto and reasonable attorneys' fees and reasonable disbursements in connection therewith).

Indemnified Party is defined in Section 6.3.

Indemnifying Party is defined in Section 6.3.

Independent Engineer is defined in the MESPA.

Interconnection Agreement means an agreement among Owner, DPL and/or PJM regarding interconnection of the Facility to the transmission or distribution system of the Transmitting Utility.

Interconnection Point is defined in the QFCP-RC Tariff.

kW means kilowatt.

kWh means kilowatt-hour.

Legal Requirement means any law, statute, act, decree, ordinance, rule, directive (to the extent having the force of law), tariff (including the Tariffs), order, treaty, code or regulation or any interpretation of any of the foregoing, as enacted, issued or promulgated by any Governmental Authority, including all amendments, modifications, extensions, replacements or re-enactments thereof, in each case applicable to or binding upon such Person or any of its properties or to which such Person or any of its property is subject.

Letter Agreement means that certain Letter Agreement dated October 10, 2011 between Operator and the State of Delaware, as may be amended from time to time.

Liens means any lien, security interest, mortgage, hypothecation, encumbrance or other restriction on title or property interest.

Look Back Period means each calendar year following the Commencement of Operations for a Bloom System (or, in the case of the calendar year in which the Delivery Date for a Bloom System has occurred, the portion of such calendar year commencing on the date such Bloom System achieved Commencement of Operations), but excluding with respect to each relevant Bloom System any period during such calendar year when such Bloom System was (a) subject to a Force Majeure Event, (b) not delivering Energy to the PJM Grid because of a failure to perform by DPL under the DPL Agreements or PJM under the PJM Agreements, or (c) required to be disconnected from the PJM Grid or otherwise required not to deliver Energy to the PJM Grid as the result of a Legal Requirement or action by or a directive from the applicable electric utility or PJM with respect to such Bloom System (e.g., due to a grid event). 6

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Material Adverse Change means a fact, event or circumstance that, alone or when taken with other events or conditions occurring or existing concurrently with such event or condition, (a) has or is reasonably expected to have a material adverse effect on the business, operations, condition (financial or otherwise), assets, liabilities, prospects, or properties of a Person; (b) has or is reasonably expected to have any material adverse effect on the validity or enforceability of this Agreement; (c) materially impairs or is reasonably expected to materially impair the ability of a Person to meet or perform its obligations under this Agreement; or (d) has or is reasonably expected to have any material adverse effect on a Person's rights under this Agreement.

Maximum Liability means, with respect to Operator, the aggregate Residual Value of the Portfolio as of such date, and with respect to Owner, One Million Dollars ($1,000,000); provided that a reduction in the Maximum Liability of Operator shall never result in a requirement for Owner or any Owner Indemnitee to return any money to Operator. Maximum Liability will be determined on an aggregate basis between this Agreement and the MESPA.

MESPA is defined in the Recitals to this Agreement.

Minimum Efficiency Level means fifty percent (50%) Efficiency while a Bloom System is operating at Nameplate Capacity, measured over the Efficiency Warranty Period.

Minimum kWh means the product of (x) the number of hours in the applicable Power Performance Warranty Period minus the number of hours for each Bloom System in the Portfolio as of the last day of the applicable Power Performance Warranty Period when each such Bloom System (i) was subject to a Force Majeure Event, (ii) was not delivering Energy to the PJM Grid because of a failure to perform by DPL under the DPL Agreements or PJM under the PJM Agreements, or (iii) was required to be disconnected from the grid or otherwise required not to deliver Energy to the PJM Grid as the result of a Legal Requirement or action by or a directive from the applicable electric utility or PJM with respect to such Bloom System (e.g., due to a grid event), and (y) the Minimum Power Product for the applicable Power Performance Warranty Period.

Minimum Power Product means the aggregate Nameplate Capacity of the Bloom Systems in the Portfolio in kW for the applicable Power Performance Warranty Period multiplied by (1) eighty-five percent (85%) when this term is used for the One-Month Power Performance Warranty or (2) ninety-five percent (95%) when this term is used for the One-Year Power Performance Warranty. An example of a calculation of the Minimum Power Product is set forth in Appendix B.

MW means megawatt.

MWh means megawatt-hour. 7

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Nameplate Capacity means the maximum rated output of a generator, prime mover, or other electric power production equipment under specific conditions designated by the manufacturer.

One-Month Power Performance Warranty Period is defined in Section 2.6.

One-Year Power Performance Warranty Period is defined in Section 2.6.

Operator is defined in the introductory paragraph hereof.

Operator Indemnitee is defined in Section 6.1.

Owner is defined in the introductory paragraph hereof.

Owner Indemnitee is defined in Section 6.2.

Owner's Lender means any Person providing senior or subordinated construction, debt or equity financing or refinancing for or in connection with the development, construction, purchase, or installation of the Facility or any part thereof, including any equity and tax investor providing financing or refinancing in connection therewith, and any trustee or agent acting on their behalf, and any Person providing interest rate protection agreements to hedge any of the foregoing debt obligations.

Party or Parties is defined in the introductory paragraph hereof.

Performance Standards is defined in Section 2.16.

Permits means all Governmental Approvals that are necessary under applicable Legal Requirements, this Agreement, or the MESPA to have been obtained at such time in light of the stage of development of the Portfolio to site, construct, test, operate, maintain, repair, lease, own or use each Facility as contemplated in this Agreement, the MESPA, or the ECCA, to sell electricity from the Portfolio or for a Party to enter into this Agreement or to consummate any transaction contemplated hereby, in each case in accordance with all applicable Legal Requirements.

Person means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, or governmental entity or any department or agency thereof.

PJM means PJM Interconnection, LLC, a regional transmission organization.

PJM Agreements is defined in the QFCP-RC Tariff.

PJM Grid means the system of transmission lines, distribution lines, and associated facilities that have been placed under PJM's operational control. 8

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Placed in Service means, with respect to any Bloom System, the completion and performance of all of the following activities: (1) obtaining the necessary licenses and permits for the operation of such Bloom System and the sale of power generated by the Bloom System, (2) completion of critical tests necessary for the proper operation of such Bloom System, (3) synchronization of such Bloom System onto the electric distribution and transmission system of the relevant local utility and/or the PJM Grid and (4) the commencement of daily operation of such Bloom System.

Portfolio means, on an aggregate basis, all Bloom Systems owned by Owner that were purchased pursuant to the MESPA or the December 30 Bill of Sale and that have achieved Commencement of Operations.

Portfolio Warranty means the warranty provided for under Section 8.1 of the MESPA.

Power Performance Warranty is defined in Section 2.6.

Power Performance Warranty Period is defined in Section 2.6.

Prudent Electrical Practices means those practices, methods, equipment, specifications and standards of safety and performance, as the same may change from time to time, as are commonly used by a significant portion of the grid-tied electrical generation industry operating in the United States as good, safe and prudent engineering practices in connection with the design, construction, operation, maintenance, repair and use of electrical and other equipment, facilities and improvements of such electrical generating facility, including any applicable practices, methods, acts, guidelines, standards and criteria of FERC, PJM, and all applicable Legal Requirements.

Purchase Order is defined in the MESPA.

Purchase Price is defined in the MESPA.

QFCP is defined in the recitals.

QFCP Generator is defined in the recitals.

QFCP-RC Tariff' means DPL's Service Classification QFCP-RC for REPS Qualified Fuel Cell Provider Projects as approved by the DPSC in Order no. 8062 dated October 18, 2011, as adopted and supplemented by DPSC's Findings, Opinion and Order No. 8079, dated December 1, 2011.

Qualified Fuel Cell Provider Project is defined in the recitals.

Representatives of a Party means such Party's authorized representatives, including its professional and financial advisors. 9

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





REPS Act means the Renewable Energy Portfolio Standards Act, as amended by S.B. 124, enacted July 10, 2011 (Title 26, Chap. 1, section 351 et seq. of the Code of the State of Delaware).

Residual Value means, for any Bloom System, [***] of the Purchase Price for such Bloom System until [***], declining by [***] [***] on each anniversary of such date thereafter. (For example, on the fifth anniversary of Commencement of Operations, the Residual Value will be [***] of the Purchase Price).

Safe Harbor Equipment means all parts and equipment to be used in Bloom Systems sold by BE to Owner pursuant to the December 30 Bill of Sale.

Safe Harbor Systems means all Bloom Systems sold by BE to Owner pursuant to the December 30 Bill of Sale.

SCADA means the supervisory control and data acquisition systems.

Section 8.2(b) Warranty is defined in the MESPA.

Service Fees is defined in Section 2.3.

Service Provider means an operation and maintenance contractor appointed by Operator and approved by Owner pursuant to Section 2.18.

Service Technicians is defined in Section 2.2(c).

Site means, as applicable, (a) the parcel of land leased from DPL to Owner under the DPL Site Lease and all easements appurtenant, easements in gross, license agreements and other rights running in favor of Owner which provide access to the applicable Facility, or (b) the parcel of land leased from the DDOT to Owner under the DDOT Site Lease and all easements appurtenant, easements in gross, license agreements and other rights running in favor of Owner which provide access to the applicable Facility, in each case on which BE shall install a Facility pursuant to the MESPA.

Site Leases means, collectively, the DPL Site Lease and the DDOT Site Lease.

Tariffs means the QFCP-RC Tariff and the Gas Tariff.

Term is defined in Section 3.1.

Third Party Claim means any claim, action, or proceeding made or brought by any Person who is not (a) a Party to this Agreement, (b) an Affiliate of a Party to this Agreement or (c) Mehetia Inc. or an Affiliate of Mehetia Inc. (and that is not a claim based on breach by the Indemnified Party of its obligations under this Agreement). [***] Confidential Treatment Requested 10

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Training Materials is defined in Section 2.17.

Transaction Documents means this Agreement, the Company LLC Agreement, the ECCA, the MESPA and the Administrative Services Agreement.

Transmitting Utility has the meaning set forth in the QFCP-RC Tariff.

Warranty Period means, (i) for each Bloom System, the period beginning on the day following the date that the Warranty Period for such Bloom System under and as defined in the MESPA has expired and ending on the twenty-first (21st) anniversary of the date of Commencement of Operations for such Bloom System and (ii) for the BOF, the period beginning on the day following the date that the Section 8.2(b) Warranty for such BOF has expired and ending on the twenty-first (21st) anniversary of such starting date.

Warranty Specifications means (a) that the Portfolio has (i) achieved the Minimum kWh as provided in Section 2.6 and (ii) performed at no less than the Minimum Efficiency Level as provided in Section 2.7 and (b) that Operator is in compliance with Section 2.8.

Section 1.2 Other Definitional Provisions.

(a) As used in this Agreement and in any certificate or other documents made or delivered pursuant hereto or thereto, financial and accounting terms not defined in this Agreement or in any such certificate or other document, and financial and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, will have the respective meanings given to them under GAAP. To the extent that the definitions of financial and accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Agreement or in any such certificate or other document will control.

(b) The words hereof', herein, hereunder, and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. Section references contained in this Agreement are references to Sections in this Agreement unless otherwise specified. The term including will mean including without limitation.

(c) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(d) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means (unless otherwise indicated herein) such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

(e) Any references to a Person are also to its permitted successors and assigns. 11

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





ARTICLE 2 FACILITY SERVICES

Section 2.1 In General. During the Warranty Period, Operator shall provide services to Owner so that the Portfolio meets the Warranty Specifications and so that the BOF will not cause the Portfolio to fail to perform in accordance with the Warranty Specifications, as more fully set forth in this Article 2 (such services, collectively, the Facility Services). The Facilities covered under this Agreement are set forth in Appendix C hereto, which may be amended from time to time by written agreement between the Parties.

Section 2.2 Operation and Maintenance Services. Operator is hereby granted the right and authority (and, to the extent necessary to carry out its functions hereunder, a limited power of attorney) and agrees, for the benefit of Owner, to operate safely and reliably the Facilities and to maintain during the Warranty Period in accordance with the terms of this Agreement each Facility in good condition and repair in accordance with the Warranty Specifications and Prudent Electrical Practices. During the Warranty Period, the specific responsibilities of Operator under this Agreement shall include the following:

(a) Facility Operations. Operator shall ensure that all Facility components are operated and maintained in a manner designed to meet the Efficiency Warranty and the Power Performance Warranty with a goal of achieving the performance levels assumed in the Base Case Model (as defined in the Company LLC Agreement).

(b) Facility Maintenance. Operator shall perform, or cause to be performed, all scheduled and unscheduled maintenance required on each Facility in order to meet the Warranty Specifications. In that regard, Operator's responsibilities hereunder shall include, without limitation, promptly correcting any Bloom System or BOF malfunctions, either by (i) recalibrating or resetting the malfunctioning Bloom System or BOF, or (ii) repairing or replacing Bloom System or BOF components which are defective, damaged, worn or otherwise in need of replacement.

(c) Personnel. Operator shall ensure that all operations and maintenance functions contemplated by this Section are performed by technically competent and qualified personnel (the Service Technicians). Operator shall ensure that all Service Technicians: (i) participate in a maintenance training program and receive confirmation of having achieved the requisite level of proficiency for the tasks they are assigned to perform, and (ii) attend periodic refresher training programs. The Operator shall at all times retain an operations manager who shall be dedicated to the overall supervision and management of performance of its obligations under this Agreement.

(d) Spare Parts. Operator shall establish and maintain an adequate spare parts inventory, to be located at one or both Sites to serve exclusively the Facilities. 12

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





(e) Programs and Procedures. Prior to the date of the Commencement of Operations for the first Bloom System in the Portfolio, Operator shall have adopted and implemented programs and procedures intended to ensure safe and reliable operation of the Facilities.

The rights and obligations in this Section 2.2 are without duplication of the rights and obligations of Owner and Operator as Buyer and Seller under, and as defined in, the MESPA.

Section 2.3 Service Fees.

(a) Owner shall compensate Operator for the Facility Services for each Facility, on an annual basis at the rate specified in Exhibit A hereto (the Service Fees). With respect to each year of such Facility's Warranty Period, the Service Fees shall be invoiced not later than thirty (30) days prior to the end of the calendar month in which the anniversary of the date of Commencement of Operations for such Bloom System occurred, and shall be payable within thirty (30) days of invoice. Interest shall accrue daily on the Service Fees not paid when due, at the lesser of the monthly rate of one and five-tenths percent (1.5%) or the highest rate permissible by law on such unpaid balance. Operator shall be under no obligation to provide or perform services hereunder for any Bloom System whose Service Fee has not been paid in full for the then-current warranty year.

(b) In connection with Facility Services for the BOF, Operator shall provide all required labor but shall charge Owner for, and Owner shall reimburse Operator for, the cost of all required spare parts. Billing for such spare parts shall be done in the same manner as Services Fees, as set forth in Section 2.3(a).

Section 2.4 Facility Services Warranty. During the Warranty Period, Operator shall perform the services to the Bloom Systems and the BOF necessary for the Portfolio to perform to the Warranty Specifications (the System Service Warranty). In the event that Owner desires Operator to service the Bloom Systems and the BOF beyond the Warranty Period, the rate for such time-based services will be quoted by Operator to Owner quarterly for the following quarter, and materials will be invoiced at the retail prices for such materials.

Section 2.5 Facility Service Warranty Claims.

(a) If Owner desires to make a Facility Service Warranty claim during the Warranty Period, Owner must notify Operator of the defect or other basis for the claim in writing.

(b) In the case of a claim relating to the Power Performance Warranty for a One-Month Power Performance Period or the Efficiency Warranty, upon receipt of such notice and verification by Operator that such One-Month Power Performance Warranty or Efficiency Warranty is applicable, Operator (or its designated subcontractor) or the Service Provider (or its designated subcontractor) will promptly repair or replace, at Operator's sole option and discretion, any Bloom System whose repair or replacement is required in order for the Portfolio to perform consistent with the Power Performance Warranty or the Efficiency Warranty, as applicable. Owner is hereby notified that refurbished parts may be used in repair or replacement, 13

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but any such refurbished parts will have passed the same inspections and tests performed by Operator on its new parts of the same type before such refurbished parts are used in any repair. If such repair or replacement is not possible (as determined at Operator's sole option and discretion), Operator will refund the Purchase Price of any such Bloom System to Owner notwithstanding Section 7.1. in which case Operator shall be deemed to have taken title to such Bloom System, and such Bloom System shall be deemed to no longer constitute a portion of the Portfolio. Operator shall make such determination as promptly as practicable, but in any event within 90 days of Operator's receipt of notice of the claim unless the specific nature of the problem requires a longer period in which to make such determination. If it is determined that a Bloom System will be removed pursuant to this Section 2.5. Operator shall at its sole cost and expense remove the Bloom System and any other ancillary equipment (including the concrete pad and any other improvements to the Site to extent required under the Site Lease) from the Site, restoring the Site to its condition before the installation, including closing all utility connections in the manner required by all applicable Legal Requirement and Site Lease.

(c) In the case of a claim relating to the Power Performance Warranty for a One-Year Power Performance Warranty Period, upon receipt of such notice and verification that such One-Year Power Performance Warranty is applicable, Operator shall make a payment to Owner in an amount to be calculated pursuant to Section 2.6; provided that the cumulative aggregate amount of Operator's liability for all claims under this Section 2.5(c) shall not exceed [***] of the aggregate Purchase Price of all Bloom Systems in the Portfolio during the applicable period and the purchase price under the December 30 Bill of Sale (inclusive of any amounts paid or for which a pending claim has been made under the Power Performance Warranty or the Section 8.2(b) Warranty, as applicable, under the MESPA).

Section 2.6 Power Performance Warranty. During the Warranty Period, Operator shall determine (i) for each full calendar month (the One- Month Power Performance Warranty Period) within five (5) Business Days after the end of such month and (ii) for the most recent Look Back Period (the One-Year Power Performance Warranty Period, and, together with the One-Month Power Performance Warranty Period, each a Power Performance Warranty Period), whether the Bloom Systems in the Portfolio during such Power Performance Warranty Period have delivered to the Interconnection Point the Minimum kWh during such Power Performance Warranty Period (the Power Performance Warranty). If such Power Performance Warranty calculation indicates that the Actual kWh of the Bloom Systems was less than the Minimum kWh during such Power Performance Warranty Period, then Operator shall so notify Owner in writing of the basis of its determination and Owner may make a claim under Section 2.5. An example of a Power Performance Warranty calculation for purposes of a Section 2.5 claim is attached as Appendix D.

Section 2.7 Efficiency Warranty. During the Warranty Period, Operator shall determine for each full calendar month (the Efficiency Warranty Period) within five (5) Business Days after the end of such month whether the Portfolio has performed at the Minimum Efficiency Level (the Efficiency Warranty); provided that the Efficiency Bank shall be utilized to the extent necessary to meet the Efficiency Warranty. If the Minimum Efficiency Level has [***] Confidential Treatment Requested 14

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not been met during such Efficiency Warranty Period, then Operator shall so notify Owner in writing of the basis of its determination and Owner may make a claim under Section 2.5. An example of an Efficiency Warranty calculation for purposes of a Section 2.5 claim is attached as Appendix E.

Section 2.8 Gas Payment Shortfall. During the Warranty Period, Operator shall perform such services on the Bloom Systems as shall cause the Efficiency Bank to maintain a positive balance at all times. If the Efficiency Bank reaches a balance of less than zero during the Warranty Period, Operator shall reimburse Owner for any Gas Payment Shortfall that Owner incurs within ten (10) days after Owner provides notice to Operator of such shortfall amount; provided that Operator's cumulative aggregate liability under this Section 2.8 plus any payments required to be made by Operator under Section 2.5(c) shall not exceed an amount equal to (i) one hundred percent (100%) of the aggregate Purchase Price of all Bloom Systems in the Portfolio during the applicable period and the purchase price under the December 30 Bill of Sale (inclusive of any amounts paid or for which a pending claim has been made for under the Gas Payment Shortfall under the MESPA), less (ii) the aggregate of all amounts paid by Operator (or claimed against Operator in the case of any claims that are pending at the time of such calculation) with respect to claims under Section 2.5(c) hereunder or Sections 8.2(b) and 8.3(c) of the MESPA. An example of a Gas Payment Shortfall calculation for purposes of a Section 2.8 claim is attached as Appendix F.

Section 2.9 Exclusions. The Facility Service Warranty shall not cover any obligations on the part of Operator caused by or arising from (a) Owner's (as opposed to Operator, Operator's Affiliate, the Service Provider or subcontractor acting as operator under this Agreement) failure to properly protect the Bloom Systems from vandalism or other third-party's actions or omissions, (b) Owner's (as opposed to Operator, Operator's Affiliate, the Service Provider or subcontractor acting as operator under this Agreement) failure to use the specified input fuel; (c) Owner's (as opposed to Operator, Operator's Affiliate, the Service Provider or subcontractor acting as operator under this Agreement) removal of any safety devices, (d) any conditions caused by unforeseeable movement in the environment in which the Bloom Systems are installed, (e) accidents, abuse, neglect, improper third party testing, vandalism, Force Majeure Events or acts of third parties, (f) DPL's failure to comply with Operator's gas delivery, quality or pressure requirements, (g) installation, operation, repair or modification of the Bloom Systems by anyone other than Operator or (h) any defect in construction materials or workmanship of the BOF or any deficiency in design of the BOF by BE, provided that the exclusions in this clause (h) shall not extend to any Portfolio Warranty claim to the extent caused by or arising from (A) any defect in construction materials or workmanship of the BOF or (B) any deficiency in design of the BOF by BE, in each case during the period while either the Section 8.2(b) Warranty or the warranty under Section 2.5(c) is in effect. OPERATOR SHALL HAVE NO OBLIGATION UNDER THE FACILITY SERVICE WARRANTY AND MAKES NO REPRESENTATION AS TO FACILITIES WHICH HAVE BEEN OPENED OR MODIFIED BY OWNER OR ANYONE OTHER THAN OPERATOR, OPERATOR'S AFFILIATE, THE SERVICE PROVIDER OR SUBCONTRACTOR, ACTING AS OPERATOR UNDER THIS AGREEMENT, ANY PERSON ACTING AS AN OPERATOR UNDER THIS AGREEMENT (OR ANY SUCCESSOR AGREEMENT TO THIS AGREEMENT) OR ANY OF SUCH PERSON'S REPRESENTATIVES. 15

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Section 2.10 No Duplication of Terms. Notwithstanding anything to the contrary in this Agreement, to the extent that all or any portion of the Facility Service Warranty, a Gas Payment Shortfall payment or any other warranty, guarantee or indemnification provision set forth herein is duplicative of any warranty, guarantee or indemnification coverage provided under the MESPA, the Parties acknowledge and agree that Owner shall be entitled to make only a single claim under either this Agreement or the MESPA, as applicable, and that limitations of liability set forth in each such agreement are to be calculated on an aggregate basis taking into account all claims for indemnification, warranty or otherwise (if any) made under this Agreement and the MESPA.

Section 2.11 Title. Title to all items, parts, materials and equipment supplied under or pursuant to this Agreement to Owner shall transfer to Owner upon installation or inclusion in a Facility.

Section 2.12 Record-Keeping Documentation.

(a) Operator shall ensure that operation, service and maintenance records concerning Operator's activities hereunder are properly created and maintained at all times. Such records shall include, but not be limited to, the following:

(i) a separate Maintenance Specification Log for each Bloom System in a paper or electronic format (with entries made for each inspection, including any discrepancies found during such inspection), a copy of which shall be submitted, in paper or electronic format, to Owner along with the corresponding Annual Reports;

(ii) a Site service report completed in respect of each inspection, repair, replacement, service or other activity or observation made by Operator in connection with its responsibilities hereunder, detailing the nature of the problems detected and the specifics of the problem resolution and submitted to Owner within ten (10) Business Days of the date when a service technician is dispatched to the site in response to a Bloom System or BOF fault or routine inspection or service;

(iii) an annual report submitted to Owner within forty-five (45) Business Days after the end of each calendar year (Annual Report) containing sufficient information, detail and documentation as may be requested by Owner relating to the operating performance of the Bloom System for the preceding calendar year; and

(iv) all records and data that must be timely produced and turned over to (A) DPL pursuant the QFCP-RC Tariff (including without limitation, the Heat Rate calculations as set forth in QFCP-RC Tariff Section C., and monthly documentation of PJM Revenues as set forth in QFCP-RC Tariff Section H.) and the DPL Agreements, (B) PJM pursuant to the PJM Agreements or (C) the Owner's Lender pursuant to the Credit Documents; and 16

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(v) such other reports and/or documentation prepared by Operator concerning its activities hereunder as may be reasonably required of an Operator of a Qualified Fuel Cell Project under the REPS Act and the QFCP-RC Tariff or as requested by Owner from time to time.

(b) All such records required to be created and maintained pursuant to Section 2.12(a) shall be kept available at the Operator's office and made available for the Owner's inspection upon request at all reasonable times. Any documentation prepared by Operator during the Term for the purposes of this Agreement, excluding the Training Materials, shall be directly prepared for Owner's benefit and immediately become Owner's property. Any such documentation shall be stored by Operator on behalf of Owner until its final delivery to Owner. Operator may retain a copy of all records related to each Facility for future analysis.

Section 2.13 Remote Monitoring. For purposes of determining when repair services are necessary, Operator shall monitor and evaluate the information gathered through remote monitoring of each Facility as well as the maintenance and inspection Site visits.

Section 2.14 Permits.

(a) Operator shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform the Facility Services under this Agreement;

(b) Owner agrees to cooperate with and assist Operator in obtaining all Permits.

Section 2.15 Intentionally deleted.

Section 2.16 Performance Standards. For the purpose of this Agreement, the Operator shall perform under this Agreement in accordance and consistent with each of the following (unless the context requires otherwise): (A) permitted plans and specifications applicable to each Facility; (B) the manufacturer's recommendations with respect to all equipment and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the manufacturer, provided they are consistent with generally accepted practices in the fuel cell industry; (C) the requirements of all applicable insurance policies; (D) preserving all rights to any incentive payments, warranties, indemnities or other rights or remedies, and enforcing or assisting with the enforcement of the applicable warranties, making or assisting in making all claims with respect to all insurance policies; (E) all Legal Requirements and Permits/Governmental Approvals, (F) the PJM Agreements and the DPL Agreements; (G) any applicable provisions of the Site Leases, including any landlord rules and regulations, and (H) Prudent Electrical Practices (collectively, the Performance Standards); provided, however, that meeting these requirements shall not relieve Operator of its other obligations under this Agreement. 17

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Section 2.17 Rights to Deliverables. Owner agrees that Operator shall retain all rights, title and interest, including intellectual property rights, in any Training Materials in connection with the services performed hereunder. Operator grants to Owner the limited right to use any Training Materials which are provided under this Agreement, and Owner agrees that upon termination of this Agreement for any reason, Owner shall return all Training Materials, including any copies, to Operator. Owner will not make copies nor will it permit its employees, contractors, affiliates, or representatives to make copies of any Training Materials without Operator's prior written consent. Training Materials means any and all materials, documentation, notebooks, forms, diagrams, manuals and other written materials and tangible objects, describing how to maintain the Facilities, including any corrections, improvements and enhancements thereto to the Bloom Systems which are delivered by Operator to Owner, but excluding any data and reports delivered to Owner.

Section 2.18 Appointment of Service Provider. Operator may appoint an unrelated third party, who is appropriately qualified, licensed, and financially responsible, to operate and maintain the Facilities throughout the Term (a Service Provider). Operator shall submit such appointment of any Service Provider to Owner for its prior written approval, which approval shall not be unreasonably withheld or delayed, and if applicable, to PJM and/or DPL. No such appointment nor the approval thereof by Owner, however, shall relieve Operator of any liability, obligation, or responsibility resulting from a breach of this Agreement.

Section 2.19 Operating Budget. Operator shall operate and maintain the Portfolio, or cause the Portfolio to be operated and maintained, within amounts for (a) any Operating Budget Category (as defined in the Credit Documents) that is applicable to the Facility Services not to exceed 110% (on a year-to-date basis) and (b) for all Operating Budget Categories (or such Operating Budget Categories applicable to the Facility Services) not to exceed 105% (on a year- to-date basis), in each case of the amounts budgeted therefor as set forth in the then-current Annual Operating Budget (as defined in the Credit Documents).

ARTICLE 3 TERM

Section 3.1 Term. The term of this Agreement (the Term) (a) shall commence on the first day of the Warranty Period for the first Bloom System to achieve Commencement of Operation and (b) shall, unless terminated earlier under Section 4.1 of this Agreement or unless extended by mutual agreement of the Parties, terminate on the date that is the last day of the Warranty Period for the last Bloom System to achieve Commencement of Operation. 18

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ARTICLE 4 TERMINATION

Section 4.1 Default.

(a) Operator Default. Any of the following shall constitute an Operator Default:

(i) If Operator: (a) admits in writing its inability to pay its debts generally as they become due; (b) files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) makes an assignment for the benefit of creditors; (d) consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; or if (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Operator's assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Operator's assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control;

(ii) unless due to a Force Majeure Event, the failure of Operator to perform or cause to be performed any other obligation required to be performed by Operator under this Agreement, or the failure of any representation and warranty set forth herein to be true and correct in all material respects as and when made; provided, however, that if such failure by its nature can be cured, then Operator shall have a period of thirty (30) days after receipt of written notice of such failure to cure the same and a Operator Default shall not be deemed to exist during such period; provided, further, that if Operator commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for sixty (60) additional days; or

(iii) a Force Majeure Event occurs which prevents Operator from performing its material obligations under this Agreement for a continuous period of at least one hundred eighty (180) days and Owner reasonably concludes such prevention is not reasonably likely to be remedied within a further period of one hundred eighty (180) days.

(b) Owner Default. Any of the following shall constitute an Owner Default:

(i) The failure of Owner to pay any amounts owing to Operator on or before the day following the date on which such amounts are due and payable under the terms of this Agreement and Owner's failure to cure each such failure within ten (10) days after Owner receives written notice from Operator of each such failure; or

(ii) unless due to a Force Majeure Event, the failure of Owner to perform or cause to be performed any other obligation required to be performed by Owner under this Agreement, or the failure of any representation and warranty set forth herein to be true and correct in all material respects as and when made; provided, however, that if such failure by its nature can be cured, then Owner shall have a period of thirty (30) days after receipt of written notice of such failure to cure the same and an Owner Default shall not 19

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be deemed to exist during such period; provided, further, that if Owner commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for sixty (60) additional days.

(c) Owner's Remedies Upon Occurrence of a Operator Default. If an Operator Default has occurred under Section 4.1(a)(i) or (a)(iii), Owner may terminate this Agreement by written notice, and assert all rights and remedies available to Owner under Legal Requirements subject to the limitations of liability set forth in Section 7.1. If an Operator Default has occurred under Section 4.1(a)(ii), Owner may terminate this Agreement only with respect to those Bloom Systems for which such Operator Default occurred (unless such Operator Default relates to ten (10) or more Bloom Systems, in which case Owner may terminate this Agreement with respect to all Bloom Systems) by written notice, and assert all rights and remedies available to Owner under Legal Requirements (other than the termination or suspension of this Agreement in its entirety, except where ten (10) or more Bloom Systems are involved), subject to the limitations of liability set forth in Section 7.1.

(d) Operator's Remedies Upon Owner Default.

(i) If an Owner Default has occurred under Section 4.1(b)(i) or (b)(ii), Operator may terminate this Agreement only with respect to those Bloom Systems for which such Owner Default occurred (unless such Owner Default relates to ten (10) or more Bloom Systems, in which case Operator may terminate this Agreement with respect to all Bloom Systems) by written notice, and assert all rights and remedies available to Operator under Legal Requirements (other than the termination or suspension of this Agreement in its entirety, except where ten (10) of more Bloom Systems are involved), subject to the limitations of liability set forth in Section 7.1.

(e) Preservation of Rights. Termination of this Agreement shall not affect any rights or obligations as between the Parties which may have accrued prior to such termination or which expressly or by implication are intended to survive termination whether resulting from the event giving rise to termination or otherwise.

Section 4.2 Termination of Warranties. Notwithstanding anything to the contrary in this Agreement or the MESPA, each of the Facility Service Warranty, the Efficiency Warranty, and the Power Performance Warranty shall terminate with respect to a Bloom System immediately upon termination of the Warranty Period for such Bloom System; provided that any claims under this Agreement that accrued before such termination shall survive such termination until the resolution of those claims. Operator shall be under no obligation for any Facility Service Warranty, Efficiency Warranty or Power Performance Warranty for a Bloom System during any period for which such Bloom System's Service Fees have not been paid in full.

Section 4.3 Replacement of Agreement. Notwithstanding anything to the contrary in this Agreement and in furtherance of continuing qualification under the QFCP-RC Tariff, in the event of the early termination of this Agreement pursuant to Article 4 hereof, BE and Operator agree to use commercially reasonable efforts to cooperate with Owner to facilitate Owner 20

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entering into a new agreement with a third party operator governing operation and maintenance services to be provided to Owner on terms substantially similar to the terms of this Agreement, so that such replacement Operator shall be deemed a QFCP.

ARTICLE 5 DATA ACCESS

Section 5.1 Access to Data and Meters. Throughout the Term, and thereafter to the extent relevant to calculations necessary for periods prior to the end of the Term and subject to any confidentiality obligation owed to any third party and/or any restrictions on the disclosure of information which may be subject to intellectual property rights restricting disclosure:

(a) Owner shall grant Operator access to all data relating to the electricity production of each Bloom System, it being understood that it is Operator's responsibility to determine the performance of the Bloom System, and any other calculations as required under this Agreement, and that it is Owner's responsibility to handle all accounting and invoicing activities; and

(b) Owner shall allow Operator access to all data from all Facility Meters.

Operator shall be entitled to use the foregoing data for its internal purposes and make such data available to third parties for analysis.

ARTICLE 6 INDEMNITY

Section 6.1 Indemnification of Operator by Owner. Owner shall indemnify, defend and hold harmless Operator, its officers, directors, employees, shareholders, Affiliates and agents (each, a Operator Indemnitee) from and against any and all Indemnifiable Losses asserted against or suffered by any Operator Indemnitee arising out of any Third Party Claims against a Operator Indemnitee to the extent arising out of or in connection with (i) Owner's breach of its representations, warranties or covenants in this Agreement, (ii) the negligent or intentional acts or omissions of Owner or its subcontractors, agents or employees or others under Owner's control or (iii) a breach by Owner of its obligations hereunder, provided that Owner shall have no obligation to indemnify Operator for any negligence, fraud or willful misconduct of any Operator Indemnitee or the breach by Operator of any Operator Indemnitee of its covenants and warranties under this Agreement or any other Transaction Document.

Section 6.2 Indemnification of Owner by Operator. Operator shall indemnify, defend and hold harmless Owner, its members, managers, officers, directors, employees, Affiliates and agents (each, an Owner Indemnitee) from and against any and all Indemnifiable Losses asserted against or suffered by any Owner Indemnitee arising out of any Third Party Claims against an Owner Indemnitee to the extent arising out of or in connection with (i) Operator's breach of its representations, warranties or covenants in this Agreement, (ii) the negligent or intentional acts or omissions of Operator or its subcontractors, agents or employees or others under Operator's control or (iii) a breach by Operator of its obligations hereunder; provided that 21

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Operator shall have no obligation to indemnify Owner for any negligence, fraud or willful misconduct of any Owner Indemnitee, the breach by Owner of its covenants and warranties under this Agreement or the inability to utilize any tax benefits (for the avoidance of doubt, the Grant is not considered a tax benefit).

Section 6.3 Indemnity Claims Procedure. If any indemnifiable claim is brought against a Party (the Indemnified Party), then the other Party (the Indemnifying Party) shall be entitled to participate in, and, unless in the opinion of counsel for the Indemnifying Party a conflict of interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnifying Party. If the Indemnifying Party does not assume the defense of the Indemnified Party, or if a conflict precludes the Indemnifying Party from assuming the defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party's defense through separate counsel of the Indemnified Party's choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnifying Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder.

Section 6.4 No Duplication of Claims. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that no claiming or indemnified party shall be entitled to a double recovery under the indemnification provisions of this Agreement and the indemnification provisions of the MESPA.

ARTICLE 7 LIMITATIONS ON LIABILITY

Section 7.1 Aggregate Limit of Liability.

(a) Notwithstanding anything to the contrary in this Agreement, in no event shall a Party be liable to the other Party for an aggregate amount in excess of the Maximum Liability; provided that such limitation of liability shall not apply to any liability that is the result of (i) gross negligence, fraud or willful misconduct of a Party, (ii) a Third Party Claim, (iii) the failure to pay the Service Fees (which amount shall not be included in calculating Owner's Maximum Liability), (iv) a claim of Owner against BE or Operator in the event of any breach, default or misrepresentation of any representation and warranty or covenant set forth in Section 8.2(e) or (v) a claim of Owner against BE or Operator under Section 2.8. Subject always to the Maximum Liability limitations set forth in the preceding sentence, except for damages specifically provided for in this Agreement or in connection with the indemnification for damages awarded to a third party under a Third Party Claim, damages hereunder are limited to direct damages, and in no event shall a Party be liable to the other Party, and the Parties hereby waive claims, for (a) indirect, punitive, special or consequential damages or loss of profits; provided, however, that the loss of profits language set forth in this Section 7.1 shall not be interpreted to exclude from Indemnifiable Losses any claim, demand, suit, loss, liability, damage, obligation, payment, cost or expense (including the cost and expense of any action, suit, proceeding, assessment, judgment, settlement or compromise relating thereto and reasonable attorneys' fees and reasonable 22

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disbursements in connection therewith) that would otherwise be included in the definition of Indemnifiable Losses because they result from a reduction in the profits of Owner, Diamond State Generation Holdings, LLC, or both, and (b) losses or liabilities incurred by the officers, directors, members, managers, partners, shareholders or Affiliates of such Party (unless on behalf of Owner).

(b) Notwithstanding anything to the contrary provided herein, in no event shall Operator be liable under this Agreement (including with respect to its obligations related to the Facility Service Warranty, the Power Performance Warranty or Warranty Specification) for (i) any failure of or damage to the Bloom System or (ii) any obligations on the part of Operator (including internal rate of return or other financial metrics or any obligations to deliver power to Owner or service the Bloom System) caused by or arising from (A) Owner's (as opposed to Operator or Operator's Affiliate or subcontractor acting as operator under this Agreement) failure to properly protect the Bloom Systems from vandalism or other third- party's actions or omissions, (B) Owner's (as opposed to Operator or Operator's Affiliate or subcontractor acting as operator under this Agreement) failure to use the specified input fuel; (C) Owner's (as opposed to Operator or Operator's Affiliate or subcontractor acting as operator under this Agreement) removal of any safety devices, (D) Force Majeure Events, (E) installation, operation, repair or modification of the Bloom Systems by anyone other than Operator or Operator's authorized agents or Owner's operator acting pursuant to a operating and maintenance agreement provided such operator is acting in accordance with Prudent Electrical Practices and information or materials supplied by Operator or its Affiliates, or (F) any defect in construction materials or workmanship of the BOF or any deficiency in design of the BOF by BE, provided that the exclusions in this clause (F) shall not extend to any warranty claim to the extent caused by or arising from (1) any defect in construction materials or workmanship of the BOF or (2) any deficiency in design of the BOF by BE, in each case during the period while the MESPA Section 8.2(b) Warranty is in effect. OPERATOR SHALL NOT BE RESPONSIBLE FOR DAMAGE TO BLOOM SYSTEMS OR THEIR COMPONENTS DUE TO THEIR OPENING OR MODIFICATION BY OWNER OR ANYONE OTHER THAN OPERATOR, OPERATOR'S AFFILIATE, THE SERVICE PROVIDER OR SUBCONTRACTOR, ACTING AS OPERATOR UNDER THIS AGREEMENT, ANY PERSON ACTING AS AN OPERATOR UNDER THIS AGREEMENT (OR ANY SUCCESSOR AGREEMENT TO THIS AGREEMENT) OR ANY OF SUCH PERSON'S REPRESENTATIVES. Except for Owner's payment of money to Operator, and subject to Section 9.19 hereof, neither Party shall be liable under any circumstance, nor be deemed to be in breach of this Agreement, for any delay or failure in performance or interruption of service resulting from any Force Majeure Event, or any other cause or causes which are beyond such Party's reasonable control.

Section 7.2 No Duplication of Claims. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that the limitations of liability set forth in this Agreement and the MESPA are to be calculated on an aggregate basis taking into account all claims (if any) made under this Agreement and the MESPA. 23

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ARTICLE 8 REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of Owner. Owner represents and warrants to Operator as follows:

(a) Organization. Owner is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conducted.

(b) Authority. Owner has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Owner of this Agreement and the consummation by Owner of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action required on the part of Owner and this Agreement has been duly and validly executed and delivered by Owner. This Agreement constitutes the legal, valid and binding agreement of Owner, enforceable against Owner in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Consents and Approvals: No Violation. Neither the execution, delivery and performance by Owner of this Agreement nor the consummation by Owner of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate of Formation or the limited liability company agreement of Owner, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Owner is a party or by which any of its assets are bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to Owner.

(d) Legal Proceedings. There are no pending or, to Owner's knowledge, threatened claims, disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, by or against or otherwise affecting Owner which challenges the enforceability of this Agreement or the ability of Owner to consummate the transactions contemplated hereby.

(e) DISCLAIMERS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 8.1 AND THE OTHER TRANSACTION DOCUMENTS, OWNER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT. 24

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Section 8.2 Representations and Warranties of Operator. Operator represents and warrants to Owner as follows:

(a) Incorporation; Qualification. Operator is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its business as currently conducted. Operator is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that its business, as currently being conducted, shall require it to be so qualified, except where the failure to be so qualified would not have a material adverse effect on Operator's ability to perform its obligations under this Agreement.

(b) Authority. Operator has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated thereby. The execution and delivery by Operator of this Agreement and the consummation by Operator of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action required on the part of Operator and this Agreement have been duly and validly executed and delivered by Operator. This Agreement constitutes the legal, valid and binding agreement of Operator, enforceable against Operator in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Consents and Approvals; No Violation. Neither the execution, delivery and performance of this Agreement nor the consummation by Operator of the transactions contemplated thereby will (i) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Operator, (ii) with or without the giving of notice or lapse of time or both, conflict with, result in any violation or breach of, constitute a default under, result in any right to accelerate, result in the creation of any Lien on Operator's assets, or create any right of termination under the conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Operator is a party or by which it, or any material part of its assets may be bound, in each case that would individually or in the aggregate result in a Material Adverse Change with respect to Operator; or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to Operator, which violations, individually or in the aggregate, would result in a Material Adverse Change with respect to Operator.

(d) Legal Proceedings. There are no pending or, to Operator's knowledge, threatened claims, disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, by or against or otherwise affecting Operator which challenges the enforceability of this Agreement or the ability of Operator to consummate the transactions contemplated thereby. 25

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





(e) QFCP Tariff. Operator represents and warrants to Owner that, during the Term, the Portfolio shall not fail to receive full payment and service under the Tariffs for any of the following reasons:

(i) Operator shall not remain a Qualified Fuel Cell Provider throughout the original term of the QFCP Tariff.

(ii) Operator shall take any action which causes or is likely to cause: (i) Owner not to qualify (or lose qualification) for service under the QFCP Tariff or (ii) the Portfolio not to qualify (or lose qualification) as a Qualified Fuel Cell Project.

(iii) Operator shall have not complied with any of its obligations under the Letter Agreement (including, if so required by the State of Delaware, posting the security referred to in the Letter Agreement upon or prior to the Commencement of Operation of the first Bloom System).

(f) DISCLAIMERS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 8.2 AND THE OTHER TRANSACTION DOCUMENTS, OPERATOR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT.

ARTICLE 9 MISCELLANEOUS

Section 9.1 Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of Owner and Operator. To the extent that this Agreement must be modified in order to maintain service under the Tariffs, the Parties shall exercise their commercially reasonable efforts to amend the Agreement to continue such service.

Section 9.2 Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but any such waiver of such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to comply therewith. 26

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Section 9.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when received if delivered personally or by facsimile transmission with completed transmission acknowledgment, or when delivered or when delivery is refused if mailed by overnight delivery via a nationally recognized courier or registered or certified first class mail (return receipt requested), postage prepaid, to the recipient Party at its below address (or at such other address or facsimile number for a Party as shall be specified by like notice; provided; however, that notices of a change of address shall be effective only upon receipt thereof): To Operator: Bloom Energy Corporation 1299 Orleans Drive Sunnyvale, CA 94089-1137 Attention: [***] Telephone: [***] Fax: [***] Email: [***]

To Owner: Diamond State Generation Partners, LLC c/o Bloom Energy Corporation 1299 Orleans Drive Sunnyvale, CA 94089-1137 Attention: [***] Telephone: [***] Fax: [***]

Section 9.4 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including by operation of law), but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided that either Party may collaterally assign its rights under this Agreement to any party providing debt or equity financing to such Party without the consent of the other Party. Notwithstanding the foregoing sentence, Operator shall be entitled to assign its right, title and interest in and to this Agreement to an Affiliate under common ownership with Operator; provided that such assignment will not disqualify or otherwise impair either the Owner or the Portfolio from receiving service under the QFCP-RC Tariff.

Section 9.5 Dispute Resolution: Governing Law. In the event a dispute, controversy or claim arises hereunder, including any claim whether in contract, tort (including negligence), strict product liability or otherwise, the aggrieved Party will promptly provide written notification of the dispute to the other Party within ten (10) days after such dispute arises. Thereafter, a meeting shall be held promptly between the Parties, attended by representatives of the Parties with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If the Parties are not successful in resolving a dispute within twenty-one (21) days, then, subject to the limitations on remedies set forth in Section 4.1 and Article 7, either Party may pursue whatever rights it has available under this Agreement, at law or in equity.

Section 9.6 Governing Law, Jurisdiction, Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION

[***] Confidential Treatment Requested 27

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, NEW YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.

Section 9.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile will be considered original signatures, and each Party shall thereafter promptly deliver original signatures to the other Party.

Section 9.8 Interpretation. The articles, section and schedule headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

Section 9.9 Appendices and Exhibits. Except as otherwise provided in this Agreement, all exhibits and appendices referred to herein are intended to be and hereby are specifically made a part of this Agreement.

Section 9.10 Entire Agreement.

(a) This Agreement, the MESPA and the exhibits, schedules, documents, certificates and instruments referred to herein and therein, embody the entire agreement and understanding of the Parties in respect of the transactions contemplated by this Agreement.

(b) Each Party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those repeated in this Agreement and any other agreement entered into on the date of this Agreement between the Parties) made by or on behalf of any other Party at any time before the signature of this Agreement. Each Party waives all rights and remedies which, but for this clause (b), might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.

Section 9.11 Construction of Agreement. The terms and provisions of this Agreement represent the results of negotiations between Owner and Operator, each of which has been represented by counsel of its own choosing, and neither of which has acted under duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and Owner and Operator hereby waive the application in connection with the interpretation and construction of this Agreement of any rule of law to the effect that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed draft or any earlier draft of this Agreement. 28

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Section 9.12 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

Section 9.13 Attorneys' Fees. If any action or proceeding to enforce this Agreement or any provision hereof is brought by any Party, the prevailing Party shall be entitled to recover from the non prevailing Party its attorneys' fees and its costs and expenses of suit, including actual attorneys' and consultants' fees. In the event that any Party secures a judgment in any proceeding brought to enforce or interpret this Agreement, then any cost of expense incurred in enforcing or in successfully appealing from such judgment, including actual attorneys' fees shall be paid by the Party against whom such judgment has been rendered or against whom an appeal is won, and shall be recoverable separately from and in addition to any other amount included in such judgment.

Section 9.14 Further Assurances. Each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated by this Agreement.

Section 9.15 Independent Contractors. The Parties acknowledge that, save as expressly set out in this Agreement to the contrary, each Party is entering into this Agreement as an independent contractor and nothing in this Agreement shall be interpreted or applied so as to make the relationship of any of the Parties that of partners, joint ventures or anything other than independent contractors.

Section 9.16 No Contract for the Sale of Goods. Both Parties agree that this Agreement relates predominantly to the rendition of services accompanied only by the incidental sale of parts for the Bloom Systems; and therefore, this Agreement is not subject to the Delaware Uniform Commercial Code or any other commercial code for the sale of goods. The Parties expressly disclaim, to the extent permitted under applicable law, any and all provisions of the Uniform Commercial Code of any state or other applicable law relating to the commercial sale of goods.

Section 9.17 Time of Essence. Time is of the essence with respect to all matters contained in this Agreement.

Section 9.18 Confidentiality.

(a) Confidential Information. Subject to the other terms of this Section 9.18. the Parties shall, and shall cause their Affiliates and their respective stockholders, members, Subsidiaries and Representatives to, hold confidential all information they may have or obtain concerning Operator and Owner and their respective assets, business, operations or prospects or this Agreement (the Confidential Information), including, but not limited to, all software, 29

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





documentation, financial, marketing and nonpublic PJM Grid data and other business information, all data related to the internal design and performance of the Bloom Systems and any other material or information that is either marked as confidential or disclosed under circumstances that one would reasonably expect it to be confidential. Furthermore, Owner agrees that the Bloom Systems and services performed hereunder contain Operator's valuable trade secrets, and further, Owner agrees to maintain the secrecy of and not disclose without the express written permission of Operator any trade secrets which Owner may have received from Operator; provided, however, that Confidential Information shall not include information that (A) is or becomes generally available to the public other than as a result of a disclosure by a Party or any of its Representatives or (B) is or becomes available to a Party or any of its Representatives on a nonconfidential basis prior to its disclosure by the other Party or its Representatives.

(b) Legally Compelled Disclosure. Confidential Information may be disclosed (A) as required or requested to be disclosed by a Party or any of its Affiliates or their respective stockholders, members, subsidiaries or Representatives as a result of any applicable Legal Requirement or rule or regulation of any stock exchange, the Financial Industry Regulatory Authority, Inc. or other regulatory authority or self-regulatory authority having jurisdiction over such Party, (B) as required or requested by the IRS, the Department of Justice or the Office of the Inspector General in connection with a Grant, or tax credits relating thereto, including in connection with a request for any private letter ruling, any determination letter or any audit, or (C) as reasonably required by the DPL Agreements, the PJM Agreements or the Tariffs. If a Party becomes compelled by legal or administrative process to disclose any Confidential Information, such Party shall, to the extent permitted by Legal Requirements, provide the other Party with prompt notice so that the other Party may seek a protective order or other appropriate remedy or waive compliance with the non-disclosure provisions of this Section 9.18(b) with respect to the information required to be disclosed. If such protective order or other remedy is not obtained, or such other Party waive compliance with the non-disclosure provisions of this Section 9.18(b) with respect to the information required to be disclosed, the first Party shall furnish only that portion of such information that it is advised, by opinion of counsel, is legally required to be furnished and shall exercise reasonable efforts, at the expense of the Party whose Confidential Information is being disclosed, to obtain reliable assurance that confidential treatment will be accorded such information, including, in the case of disclosures to the IRS described in clause (B) above, to obtain reliable assurance that, to the maximum extent permitted by applicable Legal Requirements, such information will not be made available for public inspection pursuant to Section 6110 of the Code.

(c) Disclosure to Representatives. Notwithstanding the foregoing, a Party may disclose Confidential Information received by it to its actual or potential financing parties and its and their employees, consultants, legal counsel or agents who have a need to know such information; provided that such Party informs each such Person who has access to the Confidential Information of the confidential nature of such Confidential Information, the terms of this Agreement, and that such terms apply to them. The Parties shall use commercially reasonable efforts to ensure that each such Person complies with the terms of this Agreement and that any Confidential Information received by such Person is kept confidential. 30

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





(d) Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party from using such Confidential Information in connection with (i) any claim against another Party and (ii) any exercise by a Party of any of its rights hereunder, (iii) a financing or proposed financing by Operator or Owner or their Affiliates; (iv) a disposition or proposed disposition by Operator or any Affiliate of Operator of all or a portion of such Person's direct or indirect equity interest in Operator and (v) a disposition or proposed disposition by any direct or indirect Affiliate of Owner of all or a portion of such Person's equity interests in Owner; provided that, in the case of items (iii), (iv) and (v), the potential purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate acquisitions before any such information may be disclosed and such confidentiality agreement has been provided to the non-disclosing Party.

Section 9.19 Force Majeure. If either Party is rendered wholly or partially unable to perform any of its obligations under this Agreement by reason of a Force Majeure Event, that Party (the Claiming Party) will be excused from whatever performance is affected by the Force Majeure Event to the extent so affected; provided, however, that: (i) the Claiming Party, within a reasonable time after the occurrence of such Force Majeure Event gives the other Party notice describing the particulars of the occurrence; (ii) the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (iii) no liability of either Party for an event that arose before the occurrence of the Force Majeure Event shall be excused as a result of the Force Majeure Event; (iv) the Claiming Party shall exercise commercially reasonable efforts to correct or cure the event or condition excusing performance and resume performance of all its obligations; and (v) when the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall promptly give the other Party notice to that effect and shall promptly resume performance.

Section 9.20 Right of Offset. Owner at its sole option is hereby authorized to setoff any amounts owed Owner under the MESPA or this Agreement, as applicable, against any amounts owed by Owner to Operator under the MESPA or this Agreement. The rights provided by this paragraph are in addition to and not in limitation of any other right or remedy (including any right to set-off, counterclaim, or otherwise withhold payment) to which a Owner may be entitled (whether by operation of law, contract or otherwise).

Section 9.21 No Liens. To the extent that Operator has actual knowledge that any of its subcontractors has placed any Lien on a Bloom System or the Site for such Bloom System, then Operator shall promptly cause such Liens to be removed or bonded over in a manner reasonably satisfactory to Owner.

Section 9.22 Insurance. At all times during the Term without cost to Owner, Operator shall maintain in force the following insurance, which insurance shall not be subject to cancellation, termination or other material adverse changes unless the insurer delivers to Owner 31

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





written notice of the cancellation, termination or change at least thirty (30) days in advance of the effective date of the cancellation, termination or material adverse change:

(a) Worker's Compensation Insurance as required by the laws of the state where Operator's facilities are located;

(b) Employer's liability insurance with limits not less than One Million Dollars ($1,000,000); and

(c) Commercial General Liability Insurance, including bodily injury and property damage liability including premises operations, contractual liability endorsements, products liability and completed operations with limits not less than Five Million Dollars ($5,000,000).

Operator shall cause Owner (and such additional parties as Owner designates in writing) to be named additional insured(s), must be written as primary policy not contributing to or in excess of any policies carried by the Owner, and each contain a waiver of subrogation endorsement, in form and substance reasonably satisfactory to the Owner, in favor of the Owner.

[Signatures follow on next page] 32

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





IN WITNESS WHEREOF, the Parties have executed this Master Operation and Maintenance Agreement as of the date first above written.

BLOOM ENERGY CORPORATION

By: Name: Title:

[Signature Page to the Master Operation and Maintenance Agreement]

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





DIAMOND STATE GENERATION PARTNERS, LLC

By: Name: William E Brockenborough Title: Vice President

[Signature Page to the Master Operation and Maintenance Agreement]

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





EXHIBIT A to

MASTER OPERATION AND MAINTENANCE AGREEMENT

SERVICE FEES

Exhibit A-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





MOMA

Exhibit A

Service Fees

Period

Rate Per kW (nameplate) Per Year

Equivalent Rate Per kWh Year 1 [***] [***] Year 2 [***] [***] Year 3 [***] [***] Year 4 [***] [***] Year 5 [***] [***] Year 6 [***] [***] Year 7 [***] [***] Year 8 [***] [***] Year 9 [***] [***] Year 10 [***] [***] Year 11 [***] [***] Year 12 [***] [***] Year 13 [***] [***] Year 14 [***] [***] Year 15 [***] [***] Year 16 [***] [***] Year 17 [***] [***] Year 18 [***] [***] Year 19 [***] [***] Year 20 [***] [***] Year 21 [***] [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





EXHIBIT B to

MASTER OPERATION AND MAINTENANCE AGREEMENT

EFFICIENCY BANK OPERATION EXAMPLE CALCULATION

Exhibit B-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Efficiency Bank -MOMA

Exhibit B

Efficiency Bank Operation Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 30 Days BTUs/kWh 3,412 LHV to HHV conversion 1.107 Actual power performance 96%

One-Month Efficiency analysis One-Month Efficiency Warranty 50% Actual system efficiency 56%

Maximum MMbtu 156,643 Actual MMbtu 139,860 MMbtu to be drawn from Efficiency Bank — MMbtu to be deposited into Efficiency Bank 16,783

Efficiency Bank beginning balance 104,429 Change 16,783 Efficiency Bank ending balance [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX A to

MASTER OPERATION AND MAINTENANCE AGREEMENT BLOOM SYSTEMS

[Intentionally Omitted] Appendix A-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX B to

MASTER OPERATION AND MAINTENANCE AGREEMENT

Minimum Power Product Example Calculation Appendix B-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Minimum Power Product - MOMA

MOMA

Appendix B

Sample One-Month Minimum Power Product Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200kW One-Month Power Performance Warranty 85%

Minimum Power Product Analysis

Minimum Power Product 25,500kW

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Minimum Power Product - MOMA

MOMA

Appendix B

Sample One-Year Minimum Power Product Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200kW One-Year Power Performance Warranty 95%

One-Year Minimum Power Product Analysis

Minimum Power Product 28,500kW

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX C to

MASTER OPERATION AND MAINTENANCE AGREEMENT

Facilities1

All Bloom Systems now or hereafter purchased under the MESPA from and after the date such Bloom Systems are purchased, and including without limitation those Bloom Systems detailed in the chart below from time to time, together with the BOF installed in connection with each such Bloom System at each Site. Serial No. Site Location Bloom System Capacity Brookside 3MW Total IOM-5700-00076 0.2MW PWM-5700-00416-SH PWM-5700-00417-SH PWM-5700-00418-SH PWM-5700-00419-SH PWM-5700-00420-SH PWM-5700-00421-SH IOM-5700-00077 0.2MW PWM-5700-00422-SH PWM-5700-00423-SH PWM-5700-00424-SH PWM-5700-00425-SH PWM-5700-00426-SH PWM-5700-00427-SH IOM-5700-00078 0.2MW PWM-5700-00428-SH PWM-5700-00429-SH PWM-5700-00430-SH 1 Includes Safe Harbor Systems, Bloom Systems to be ordered and delivered in Q2 2012.

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





PWM-5700-00431-SH PWM-5700-00432-SH PWM-5700-00433-SH TBD - Brookside 4 0.2MW TBD - Brookside 5 0.2MW TBD - Brookside 6 0.2MW TBD - Brookside 7 0.2MW TBD - Brookside 8 0.2MW TBD - Brookside 9 0.2MW TBD - Brookside 10 0.2MW TBD - Brookside 11 0.2MW TBD - Brookside 12 0.2MW TBD - Brookside 13 0.2MW TBD - Brookside 14 0.2MW TBD - Brookside 15 0.2MW

Red Lion 5.8MW Total IOM-5700-00079 0.2MW PWM-5700-00434-SH PWM-5700-00435-SH PWM-5700-00436-SH PWM-5700-00437-SH PWM-5700-00438-SH PWM-5700-00439-SH IOM-5700-00080 0.2MW PWM-5700-00440-SH PWM-5700-00441-SH PWM-5700-00442-SH PWM-5700-00443-SH PWM-5700-00444-SH PWM-5700-00445-SH Delaware001 0.2MW

Red Lion 2.8MW Total Delaware002 0.2MW 2

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Red Lion 7.2MW Total Delaware003 0.2MW Delaware004 0.2MW

Red Lion 11.2MW Total Delaware005 0.2MW Delaware006 0.2MW Delaware007 0.2MW 3

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX D to

OPERATION AND MAINTENANCE AGREEMENT

Power Performance Warranty Claim Example Calculation Appendix D-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Performance - MOMA

MOMA

Appendix D

Sample One-Month Power Performance Warranty Claim Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 30 Days

One-Month Power Performance Warranty analysis One-Month Power Performance Warranty 85% Actual system output 80%

Minimum kWh 18,360,000 Actual kWh 17,280,000 Underperformance (kWh) 1,080,000

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Performance - MOMA

Appendix D

Sample One-Year Power Performance Warranty Claim Example Calculation 2015 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 365 Days Project COE - Applicable QFCP-RC Tariff disbursement rate $ [***] /kWh

One-Year Power Performance Warranty analysis One-Year Power Performance Warranty 95% Actual system output 80%

Minimum kWh 249,660,000 Actual kWh 210,240,000 Underperformance (kWh) 39,420,000

Power Performance Warranty Payment $ [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX E to

OPERATION AND MAINTENANCE AGREEMENT

Efficiency Warranty Claim Example Calculation Appendix E-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Efficiency - MOMA MOMA

Appendix E

Sample One-Month Efficiency Warranty Claim Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 30 Days BTUs/kWh 3,412 LHV to HHV conversion 1.107 Actual power performance 96%

One-Month Efficiency analysis One-Month Efficiency Warranty 50% Actual system efficiency 48%

Maximum MMbtu 156,643 Actual MMbtu 163,170 MMbtu to be drawn from Efficiency Bank (6,527) MMbtu to be deposited into Efficiency Bank —

Efficiency Bank beginning balance 104,429 Change (6,527) Efficiency Bank ending balance [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX F to

OPERATION AND MAINTENANCE AGREEMENT

Gas Payment Shortfall Claim Example Calculation Appendix F-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Gas Payment - MOMA

Appendix F

Sample Gas Payment Shortfall Claim Example Calculation 2015 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 30 Days BTUs/kWh 3,412 LHV to HHV conversion 1.107 Actual power performance 96% Cost of gas - Price charged under Gas Tariff for relevant period $ [***] /MMbtu

Gas Shortfall analysis One-Month Efficiency Warranty 50% Actual system efficiency 40%

Maximum MMbtu 156,643 Actual MMbtu 195,804 MMbtu to be drawn from Efficiency Bank (39,161) MMbtu to be deposited into Efficiency Bank —

Efficiency Bank beginning balance 30,000 Change (39,161) Efficiency Bank shortfall (9,161)

Gas Shortfall payment $ [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018

Answer: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?


Question: EXHIBIT I TO SCHEDULE A (COMPLIANCE WITH UNITED STATES SECURITIES LAWS) AGENTS' CERTIFICATE In connection with the offer and sale in the United States of common shares (the Securities) of Tribute Pharmaceuticals Inc. (the Corporation) to Accredited Investors pursuant to a Subscription Agreement dated as of May 22, 2015, and pursuant to an agency agreement (the Agency Agreement) dated as of May 22, 2015 between the Corporation and the agents named therein, [ ] (the Agent) and [ ] (the U.S. Affiliate), the U.S. registered broker-dealer affiliate of the Agent, hereby certify as follows: (i) on the date hereof and on the date of each offer of Securities by us in the United States and each subsequent sale to such offerees by the Corporation, the U.S. Affiliate is and was: (A) a duly registered as a broker-dealer under the U.S. Exchange Act and duly registered as a broker-dealer under the laws of each state where it made offers of Securities (unless exempt from such registration requirements); and (B) a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers of Securities by us in the United States have been effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) immediately prior to offering the Securities to persons in the United States, we had reasonable grounds to believe and did believe that each such person was an Accredited Investor, based upon a pre-existing relationship, and, on the date hereof, we continue to believe that each such offeree purchasing Securities from the Corporation is an Accredited Investor; (iv) no form of Directed Selling Efforts, General Solicitation or General Advertising was used by us in connection with the offer of the Securities by us in the United States, and we have not acted in any manner involving public offering within the meaning of Section 4(a) (2) of the U.S. Securities Act in connection with the offer of the Securities by us in the United States; (v) in connection with arranging each sale by the Corporation of Securities to U.S. Subscribers solicited by us, we caused each such U.S. Subscriber to duly complete and execute a Subscription Agreement to be used for U.S Subscribers; (vi) the Agent represents and warrants that with respect to Offered Shares to be sold in reliance on Rule 506(b) of Regulation D, none of it, the U.S. Affiliate, any of its or the U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the Offering, or any other person associated with the Agent who will receive, directly or indirectly, remuneration for solicitation of Subscribers of Offered Shares pursuant to Rule 506(b) of Regulation D (each, a Dealer Covered Person and, together, Dealer Covered Persons), is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof;





(vii) the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Offered Shares pursuant to Rule 506(b) of Regulation D; and (viii) the offering of the Securities in the United States has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule A attached hereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





Terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule A attached hereto, unless otherwise defined herein. Dated this day of , 2015. [INSERT NAME OF AGENT] [INSERT NAME OF U.S. AFFILIATE] By: By: Name: Name: Title: Title:

Answer: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract


Question: EXHIBIT 99.2

e-business Hosting Agreement 1.0 Introduction This e-business Hosting Agreement (Agreement) between International Business Machines Corporation (IBM) and  The Quantum Group Inc., (Customer), sets forth the terms and conditions under which IBM will provide hosting and related services (Services) to Customer. The Agreement includes the terms and conditions and the documents referenced herein (Base Terms) and the following Attachments: Attachment A - Services; Attachment B - Hosting Components; and Attachment C - Charges In the event of a conflict between the Base Terms and an attachment listed herein (Attachment), the Base Terms will prevail, except where an Attachment, or a provision contained therein expressly states that it will prevail over the Base Terms. 2.0 Definitions Acceptable Use Policy means the Acceptable Use Policy for IBM e-business Services,  located on the Internet at www.ibm.com/services/e-business/aup.html, as of the Effective Date, and any subsequent modification in accordance with Section 13.2 below. Affiliates means entities that control, are controlled by, or are under common control with a party to this Agreement. Base Components means the hardware and software that IBM makes available, if any, as specified in Attachment B. Bandwidth means the measurement of samples of usage taken every five (5) minutes during a calendar month and collecting two (2) readings (cumulative of inbound feeds and cumulative of outbound feeds at the same measured point in time). The measurements are stored and become data points. At the end of the month, all data points taken during the month are ranked in ascending order. IBM will discard the top five percent (5%) for each set (inbound and outbound) of data points. The highest remaining sample of the two (2) sets becomes the Customer's Committed or Burstable usage number for that billing cycle. Burstable Bandwidth means the bandwidth consumption in excess of the Committed Bandwidth. Committed Bandwidth means the fixed circuit capacity that IBM will make available to Customer for connectivity to the Internet. Customer's data traffic between the e-business Hosting Center and the Internet may not exceed Committed Bandwidth, unless otherwise expressly specified in an Attachment. Content means information, software, and data that Customer provides, including, without limitation, any hypertext markup language files, scripts, programs, recordings, sound, music, graphics, images, applets or servlets that Customer or its Subcontractors or Services Recipients create, install, upload or transfer in or through the e-business Hosting Environment and/or Customer Components. Content Administrator means an employee or Subcontractor of Customer who is authorized by Customer to install, upload and/or maintain Content using a User Identification. Customer means IBM's Customer to whom the Services are being provided. Customer Components means the hardware, software and other products, data and Content that Customer provides, including those specified in Attachment B. Customer Initiated Changes means patches or changes to the environment dictated to be installed by Customer, and installed by either Customer or by IBM. Customer Production Ready Date or CPRD means the date (following the Hosting Service Ready Date) that the following items have been completed: (1) Customer has notified IBM that Customer has completed application testing and loading of Customer Content, and (2) IBM has notified Customer that monitoring and reporting have been enabled and end users may now begin using the Services. Commencing on the Customer Production Ready Date, Customer will not have administrative access for fully managed devices, unless specifically requested for a limited period of time mutually agreed between the parties, using the established change management procedures.

Page 1 of 36

Direct Access Storage or DAS means data storage devices that are directly attached to a server.

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Direct Access Storage or DAS means data storage devices that are directly attached to a server. e-business Hosting Environment means the Base Components and the IBM provided Internet access bandwidth, collectively. Hosting Service Ready Date means a date when IBM notifies Customer that Services are available for Customer use and IBM installation responsibilities have been completed for such Services. Services may be initiated in stages and monthly recurring charges will begin for any portion of Services specified in such notification. e-business Hosting Center means a facility used by IBM to provide Services. Internet means the public worldwide network of TCP/IP-based networks. Local Storage has the same definition as Direct Access Storage Logical Unit Number or LUN means the individual component in the SAN storage system that may be accessed. Each disk or disk partition in a SAN storage system array has a LUN assigned to it. Managed Application Service means a service provided by IBM that includes the Services defined in Attachment A as Managed Application Services. Managed Application Solution means a Customer's application hosting environment consisting of network, storage and server devices and includes Managed Application Services for all of the devices. A Managed Application Solution cannot contain any Managed Devices that do not also include Managed Applications Services in order to qualify for a Service Level Agreement as defined in Attachment A. Managed NAS Storage - Dedicated Environment means a physical NAS Storage controller and associated disks, provisioned by IBM or Customer that is dedicated to a Customer and managed by IBM. Managed NAS Storage - Shared Environment means a physical NAS Storage controller and associated disks, provisioned by IBM, that is shared between customers and managed by IBM. Resources are allocated by IBM based on requirements from the Customer and these resources are dedicated for the Customer's use. Managed SAN Storage - Dedicated Environment means a physical SAN Storage controller and associated disks that is dedicated to Customer (not shared with other IBM customers) and managed by IBM. Resources are allocated by IBM based on requirements from the Customer. Managed SAN Storage - Shared Environment means a physical SAN Storage controller and associated disks that is shared between two or more IBM customers and managed by IBM. Resources are allocated by IBM based on requirements from the Customer. Managed Server means a physical or Virtual Server Base Component for which IBM is providing setup, configuration, administration and management Services. Materials means literary or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings and similar works) that IBM may deliver to Customer as part of Services.  Materials does not include licensed program products available under their own license agreements or Base Components. Middleware means any programming that serves to glue together or mediate between two separate and often already existing programs. A common application of middleware is to allow programs written for access to a particular database to access other databases. The systematic tying together of disparate applications, often through the use of middleware, is known as Application Integration. Network Interface Card (NIC) means a computer circuit board or card that is installed in a computer so that it can be connected to a network. Operational Assistance means the additional operational and physical assistance Services provided by IBM. Operational Events means the activities related to physical operations of an unmanaged Customer environment. These activities can include: Device reboot or restart Changing a tape Changing a CD or a disk floppy Preparing tapes for sending them offsite Vendor management for hardware repair or replacement

Page 2 of 36

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Other types of events with the prior approval of the IBM PM Operating System or OS means the master control program (for example, Windows or AIX) that manages a computer's internal functions and provides a means of control to the computer's operations and file system. OS Image means the initial binary image that a boot loader loads into memory and transfers control to start an operating system. The OS image is typically an executable containing the operating system kernel. OS Instance means an occurrence of the OS Image. Ping means a utility to determine whether a specific IP address is accessible. Required Consents means any consents or approvals required to give IBM and its Subcontractors the right or license to access, use and/or modify in electronic form and in other forms, including derivative works, the Customer Components, without infringing the ownership or intellectual property rights of the providers, licensors, or owners of such Customer Components. Services Recipients means any entities or individuals receiving or using the Services, or the results or products of the Services. SmartHands means the additional systems administrative and technical, physical and logical assistance Services provided by IBM. mm. System Administration means day-to-day routine tasks performed in a production environment by a system administrator. This does not include, re-carving storage sub-systems, re-building enterprise class systems, major upgrades to the environment, major security services, database administration, application development, systems integration or extensive performance tuning responsibilities. Storage Area Network or SAN means the storage area network environment consisting of a storage area network fabric composed of storage area network switches, Host Bus Adapters and cables and a storage area network storage controller and associated disks. System Images means the files related to the OS and applications, but excluding Customer data files. Subcontractor means a contractor, vendor, agent, or consultant selected and retained by IBM or Customer, respectively. TCP/IP means Transmission Control Protocol/Internet Protocol. Time and Materials (T&M) means the additional operational, systems administrative and technical, physical and logical assistance Services provided by IBM that are not included with the services set forth in Attachment A - Services User Identification or User ID means a string of characters that uniquely identifies a Content Administrator. Virtual Local Area Network (VLAN) means a logical grouping of two or more devices which are not necessarily on the same physical network segment, but which share the same network segment. Virtual Private Network (VPN) means a private network that uses a public network (usually the Internet) to connect remote sites or users together. Virtual Server means an instance of a fully functional server residing with other instances on a physical server and isolated from other instances via virtualization software (such as VMWare) and shares the resources of the physical server.  The virtualization software provides resource management for all of the instances. 3.0 IBM Services Responsibilities IBM will perform the Services described in Attachment A and other applicable Attachments. IBM Contact IBM will designate an individual to whom Customer will address communications specific to the provision of the Services provided under this Agreement (IBM Contact). 4.0 Term and Termination Term This Agreement will be effective beginning on 12:01 a.m., Eastern Time, on the day after the date of last signature to these Base Terms (Effective Date). This Agreement will remain in effect for Thirty-six (36)

Page 3 of 36

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





months following the Hosting Service Ready Date (Term), unless terminated earlier in accordance with the terms herein. Termination for Cause Customer or IBM may terminate this Agreement for material breach of this Agreement by the other upon written notice containing the specific nature and dates of the material breach.  The breaching party will have thirty (30) days from receipt of notice to cure such breach, except for nonpayment by Customer, which must be cured within five (5) days from receipt of notice. If such breach has not been timely cured, then the non-breaching party may immediately terminate this Agreement upon written notice. Termination for Convenience Customer may terminate this Agreement, or any portion of Services specified herein, for convenience by: providing at least sixty (60) days prior written notice to IBM; and paying the applicable early termination charges specified in Attachment C. Effect of Termination Upon the date of termination, all Customer payment obligations accrued hereunder through the date of termination will become due and payable. 5.0 Charges and Payment Charges Customer will pay to IBM all applicable charges specified in Attachment C. Charges may be specified as one-time, recurring, or usage. IBM will invoice such charges when they begin or are due as set forth in Attachment C. Payment IBM invoices will specify the amount due. Payment is due and payable by month end for any invoice received by the 10th of the month, otherwise payment is due thirty (30) days from receipt of invoice. Customer agrees to pay accordingly, including any late payment fees. Payment will be made in United States dollars. Taxes Customer will pay or provide appropriate exemption documentation for all taxes, duties, levies, and any other fees (except for taxes based upon IBM's net income) related to the Services imposed by any governmental authorities. Charges specified herein are exclusive of any such taxes, duties, levies or fees. 6.0 Warranties and Disclaimers IBM Representations and Warranties IBM represents and warrants that: it will perform the Services using reasonable care and skill and in accordance with this Agreement; and it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. Exclusivity of Warranties THE WARRANTIES IN SECTION 6.1 ARE THE EXCLUSIVE WARRANTIES FROM IBM.  THEY REPLACE ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Security Customer acknowledges that IBM offers numerous security options, and it is Customer's responsibility to select the set of security options that it determines meet Customer's needs. IBM will implement the security options specified herein. Customer acknowledges that IBM does not control the transfer of data over telecommunications facilities, including the Internet. IBM does not warrant secure operation of the Services or that it will be able to prevent third party disruptions of the e-business Hosting Environment or Customer Components. Customer agrees that IBM shall have no liability for any provision of security-related services or advice that IBM may voluntarily provide outside the scope of Services specified herein.

Page 4 of 36

Other Disclaimers

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Other Disclaimers IBM does not warrant uninterrupted or error-free operation of any Service or that IBM will correct all defects. IBM does not make any representation or warranty with respect to Customer's responsibilities set forth in Section 11.6. IBM provides Materials, non-IBM products, and non-IBM services  WITHOUT WARRANTIES OF ANY KIND.  However, non-IBM manufacturers, suppliers, or publishers may provide their own warranties to you. IBM does not operate as a provider of services regulated by the Federal Communications Commission (FCC) or state regulatory authorities (State Regulators), and does not intend to provide any services which are regulated by the FCC or State Regulators. If the FCC or any State Regulator imposes regulatory requirements or obligations on any Services provided by IBM hereunder, IBM may change the way in which such Services are provided to Customer to avoid the application of such requirements or obligations to IBM (e.g., by acting as Customer's agent for acquiring such Services from a third party common carrier). 7.0 Confidentiality All information exchanged between the parties is non-confidential.  If either or both parties require the exchange of confidential information, such information will be exchanged under the terms and conditions of a separate written confidentiality agreement. With respect to any confidential information contained in or traveling through the e-business Hosting Environment or Customer Components, as is contemplated herein, the provisions of Sections 6, 9, and 10 herein will prevail to the extent of any inconsistent provisions in the confidentiality agreement. 8.0 Indemnification Indemnification by IBM If a third party claims that Materials or Base Components IBM provides to Customer infringe that party's patent or copyright, IBM will defend the Customer and its employees, officers, and directors against that claim at IBM's expense and pay all costs, damages, and reasonable attorneys' fees that a court finally awards (or which IBM agrees in any final settlement), provided that Customer: promptly notifies IBM in writing of the claim; and allows IBM to control, and cooperates with IBM in, the defense and any related settlement negotiations. If such a claim is made or appears likely to be made, Customer agrees to permit IBM to enable Customer to continue to use the Materials or Base Components, or to modify them, or replace them with non-infringing Materials or Base Components that are at least functionally equivalent. If IBM determines that none of these alternatives is reasonably available, Customer agrees to return the Materials or Base Components (if in Customer's possession) to IBM on IBM's written request.  IBM will give Customer a credit equal to the amount Customer paid IBM for the applicable Materials or for use of the applicable Base Components up to a maximum of twelve (12) months of applicable charges. This is IBM's entire obligation to Customer with regard to any claim of infringement. Notwithstanding the foregoing, IBM is not responsible for third party claims based on: anything Customer provides which is incorporated into the Materials; Customer's modification of the Materials; the combination, operation, or use of the Materials with any product, data, or apparatus that IBM did not provide; or non-IBM hardware, software, or data, including those that may be in the Base Components. Indemnification by Customer Customer will defend IBM and its Affiliates and their employees, officers, and directors, at Customer's expense, and pay all costs, damages, and reasonable attorneys' fees that a court finally awards (or which Customer agrees in any final settlement) for any third party claim: that Content or Customer's use of the Services violates a Customer's obligation in Sections 11.3(b) or 11.5 (b); that Customer Components infringe that party's patent or copyright; that is brought by a Services Recipient and is related, directly or indirectly, to the Services; or

Page 5 of 36

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





arising out of or related to a mechanics' lien Customer is required to cancel and discharge pursuant to this Agreement. For indemnification under this Section 8.2, IBM will: promptly notify Customer in writing of the claim; and allow Customer to control, and will cooperate with Customer in, the defense and any related settlement negotiations. 9.0 Limitation of IBM's Liability Circumstances may arise where, because of a default on IBM's part or other liability, Customer is entitled to recover damages from IBM. Regardless of the basis on which Customer is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more than: indemnification payments as provided in Section 8.1; damages for bodily injury (including death) and damage to real property and tangible personal property; and the amount of any other actual direct damages, up to the greater of $100,000 or the charges paid by Customer to IBM for the Services in the twelve (12) months immediately preceding the accrual of the first claim related to the Services. The foregoing limit also applies to any of IBM's Affiliates and Subcontractors.  It is the cumulative maximum for which IBM and its Affiliates and Subcontractors are collectively responsible. Under no circumstances is IBM, its Affiliates or its Subcontractors liable for any of the following: third party claims against Customer for damages (other than those expressly provided in Subsections 9.0(a) and 9.0(b)); or loss of, or damage to, Customer's or any other entity's records or data. 10.0 Disclaimer of Consequential Damages In no event will either party be liable to the other for special, incidental, or indirect damages or for any consequential damages (including lost profits or savings), even if they are informed of the possibility; provided that this Section 10.0 does not apply to Customer's failure to pay any amounts owing to IBM under this Agreement (including amounts owing for Services that would have been rendered but for Customer's breach of this Agreement).  11.0 Other Customer Obligations Customer Contact Customer will designate an individual to whom all of IBM's communications will be addressed and who has the authority to act and make decisions for Customer in all aspects of the Services, including requesting changes, problem resolution, Service requests, assignment of Customer focal points with authority over specific Services, and designation of Customer Authorized Representatives (Customer Contact). Services Support Customer will comply with its responsibilities to support the Services as specified in applicable Attachments. Such obligations are to be performed at no charge to IBM. IBM's obligations are contingent on Customer meeting such support obligations. Representations and Warranties Customer represents and warrants that: it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; Customer has no contractual or other obligation that (i) restricts or prohibits Customer's execution or performance of this Agreement, or (ii) Customer will breach in connection with the execution or performance of this Agreement; and its use of the Services and all Content will comply with the Acceptable Use Policy. Suspected Violations IBM reserves the right to investigate potential violations of the representations and warranties in Subsection 11.3(b). If IBM reasonably determines that a breach of any such warranty has occurred, then IBM may, in its sole discretion: restrict Customer's access to the Services;

Page 6 of 36

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





remove or require removal of any offending Content; terminate this Agreement for cause; and/or exercise other rights and remedies, at law or in equity. Except in an emergency or as may otherwise be required by law, before undertaking the activities in Subsection 11.4(a) or 11.4(b), IBM will attempt to notify Customer by any reasonably practical means under the circumstances, such as, without limitation, by telephone or e-mail. Customer will promptly notify IBM of any event or circumstance related to this Agreement, Customer's use of the Services, or Content of which Customer becomes aware that could lead to a claim or demand against IBM and Customer will provide all relevant information relating to such event or circumstance to IBM at IBM's request. Customer Components Customer (or its Affiliates or third parties) retains all right, title, and interest or license in and to the Customer Components. Customer hereby grants to IBM, its Affiliates and Subcontractors all rights and licenses to, or agrees to promptly obtain and keep in effect Required Consents for all Customer Components, necessary for IBM to perform all of its obligations as set forth in this Agreement. Upon request, Customer will provide to IBM evidence of any such rights, licenses, or Required Consents.  IBM will be relieved of its obligations to the extent that they are affected by Customer's failure to promptly obtain and provide to IBM any such rights, licenses, or Required Consents. IBM will adhere to reasonable terms and conditions pertaining to Customer Components as notified in writing to IBM. IBM agrees not to remove or alter any copyright or other proprietary notice on or in any Customer Component without Customer's consent. Capacity Planning Customer acknowledges it is its responsibility to determine whether the Services, e-business Hosting Environment, Customer Components and their combination will meet Customer's capacity, performance, or scalability needs.  Customer is responsible for planning for and requesting changes to the e-business Hosting Environment, including any additional capacity required to support anticipated peaks in demand that may significantly increase web site hits, transaction volumes, or otherwise increase system resource utilization. Content Customer is solely responsible for: all Content including, without limitation, its selection, creation, encryption, transmission, transfer, design, licensing, installation, accuracy, maintenance, testing, backup and support; all copyright, patent and trademark clearances in all applicable jurisdictions and usage agreements for any and all Content; the selection and implementation of controls on the access and use of Content; and the selection, management, separate storage of keys, and use of any public and private keys and digital certificates it may use with the Services. 12.0 Other License and Rights License for Base Components IBM (or its Affiliates or subcontractors) retains all right, title, and interest in Base Components. IBM grants Customer a nonexclusive, nontransferable, revocable license to access and use the Base Components solely in connection with the Services as provided under this Agreement. Customer agrees not to download or otherwise copy, reverse assemble, reverse compile, decompile, or otherwise translate the software portions of the Base Components, other than to make one copy for backup purposes. If IBM provides as a Base Component a Microsoft Corporation product, the terms and conditions of the Microsoft Customer License Terms will also apply for such products.  Such Terms are located on the Internet at http://www.ibm.com/services/e-business/hosting/microsoftlicense.html. Customer agrees not to remove or alter any copyright or other proprietary notice on or in any Base Component without IBM's consent.

Page 7 of 36

No Sale or Lease of Goods

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





No Sale or Lease of Goods As between Customer and IBM, IBM retains all right, title and interest in the Base Components. No goods are sold or leased by IBM under this Agreement. If Customer desires to purchase or lease goods from IBM, such purchase or lease will be governed by a separate mutually acceptable written agreement between Customer and IBM or an IBM Affiliate. No Lease of Real Property This Agreement is a services agreement and not a lease of any real property. 13.0 Changes Service Description IBM, in its reasonable discretion, may change the terms and conditions of Attachment A upon at least ninety (90) days prior notice to Customer if such change was the result of: law, regulation, or similar governmental action; a ruling by a court of competent jurisdiction; or changes in the method of service delivery that affect similar IBM e-business hosting customers. Changes as a result of a, b, or c above will be effective on the date IBM specifies in the notice. Acceptable Use Policy IBM, in its reasonable discretion, may modify the Acceptable Use Policy upon thirty (30) days' prior notice to Customer.  If such modification has a material adverse effect on the Customer's use of the Services and provided such modification is not required by law, regulation, or similar governmental action, or a ruling by a court of competent jurisdiction, Customer's sole remedy is to terminate this Agreement without the payment of termination charges provided Customer gives IBM notice of its intent to terminate within ninety (90) days of the effective date of such modification. Project Change Control Procedure This Agreement may be amended only by a writing signed by authorized representatives of both parties. Requests for such amendment (Project Change Request or PCR) should be submitted in writing by the requesting party. The PCR should reference this Agreement, describe in a reasonable level of detail the proposed change, the rationale for the change, and the impact the proposed change may have on the Agreement. The parties will review the PCR and will do one of the following: authorize the change by signing the PCR; agree in writing to submit the PCR for further investigation. In such case, Customer agrees to pay IBM for its reasonable charges, if any, for such investigation. The investigation will determine the technical merits and the effect on the charges, schedule, and other terms and conditions that may result from the implementation of the PCR. The parties will then decide either to accept or to reject the PCR; or reject the PCR. If the PCR is rejected, the rejecting party will inform the requesting party of the reason for the rejection. A mutually signed PCR will be deemed an amendment to this Agreement. Any modification of this Agreement requested by Customer as a result of laws applicable to Customer will be considered a PCR covered by this Subsection. Until a change is agreed in writing, both parties will continue to act in accordance with the latest agreed version of the Agreement. 14.0 General Headings The headings of the various sections of this Agreement have been inserted for convenience only and shall not affect the interpretation of this Agreement. Survival Any of these terms and conditions which by their nature extend beyond the Agreement termination or expiration remain in effect until fulfilled, including, without limitation, Sections 4.4, 5, 6, 7, 8, 9, 10, 11.3, 11.4, 11.7, 12.2, 12.3, and 14, and apply to both Customer's and IBM's respective successors and assignees.

Page 8 of 36

Choice of Law

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Choice of Law This Agreement will be governed by the substantive laws of the State of New York, without regard for its conflict of laws provisions. Waiver of Jury Trial The parties waive any right to a jury trial in any proceeding arising out of or related to this Agreement. Severability If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby, so long as the remaining provisions of this Agreement still express the original intent of the parties.  If the original intent of the parties can not be preserved, this Agreement shall either be renegotiated or terminated. Publicity and Trademarks Neither party grants the other the right to use its or any of its Affiliates' trademarks, trade names, or other designations in any promotion, publication, or Web site without prior written consent. Except as may be required by law or as may be required by IBM to perform the Services, neither party may disclose to any third party the terms and conditions of this Agreement, without prior written consent. No Third-Party Beneficiaries Except as expressly provided in Section 8, this Agreement does not create any intended third party beneficiary rights. Personnel Each party is responsible for the supervision, direction, and control of its respective personnel. IBM reserves the right to determine the assignment of its personnel. IBM may subcontract portions of the Services to Subcontractors and Affiliates selected by IBM. No Agency This Agreement does not create an agency, joint venture, or partnership between the parties. Assignment Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other. Any attempt to do so is void. Neither party will unreasonably withhold such consent. The assignment of this Agreement, in whole or in part, to any Affiliates in the United States or to a successor organization by merger or acquisition does not require the consent of the other. IBM is also permitted to assign its rights to payments under this Agreement without obtaining Customer's consent. It is not considered an assignment for IBM to divest a portion of its business in a manner that similarly affects all of its customers. No Resale Customer shall not resell the Services, in whole or in part.  This does not prevent Customer from making their Content available to Customer's end users. Risk of Loss Risk of loss for all Base Components shall at all times remain with IBM. Risk of loss for all Customer Components shall at all times remain with Customer. Force Majeure Except for payment obligations hereunder, neither party is responsible to fulfill its obligations to the extent due to causes beyond its control. Actions Period Neither party will bring a legal action related to this Agreement more than two years after the cause of action accrued.

Page 9 of 36

Waiver

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Waiver The failure of one party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver, nor shall it deprive that party of the right to insist later on adherence thereto. Any waiver must be in writing and signed by an authorized representative of the waiving party. Freedom of Action Each party is free to enter into similar agreements with others. Limitation of Licenses Each of us grants only the licenses or rights expressly specified herein. No other licenses or rights (including licenses or rights under patents) are granted, either directly, by implication, estoppel, or otherwise. Materials For Materials that IBM delivers to Customer that are created during the performance of Services or otherwise (such as those that preexist the Services), IBM or third parties have all right, title, and interest (including ownership of copyright). IBM will deliver one copy of the Materials to Customer. IBM grants Customer an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, and perform copies of such Materials and distribute within Customer's Affiliates only.  Customer agrees to reproduce the copyright notice and any other legend of ownership on any copies made. Business Contact Information Customer agrees to allow IBM and its Affiliates to store and use Customer's business contact information, including names, business phone numbers, and business e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors acting on IBM's behalf, IBM business partners who promote, market, and support certain IBM products and services, and assignees of IBM and it's Affiliates for uses consistent with our business relationship. Data Protection For personal information processed by IBM on Customer's behalf as part of the Services, IBM will act in accordance with Customer's instructions by following such processing and security obligations as are contained in this Agreement. Customer also confirms that Customer is solely responsible for ensuring that any processing and security obligations comply with applicable data protection laws. Customer's contact information shall not be considered personal information processed on Customer's behalf. Geographic Scope The parties agree that while Services Recipients outside of the United States of America may access the Services, Customer's rights and IBM's obligations arising out of the Agreement are valid only in the United States of America. Notices Any notices required or permitted hereunder will be effective upon receipt and will be personally delivered; mailed via the postal service; sent by reliable overnight courier; or transmitted by confirmed facsimile. Except for notices under Section 11.4, all notices will be in writing and addressed to the applicable party's designated representative at the address specified in this Agreement.  Except as to notices permitted or required under Sections 4 or 8, the parties agree that electronic mail messages sent between them using security procedures sufficient to reasonably authenticate them will be deemed writings. In addition, IBM may provide notice under Section 13.2 by a posting to the Web site identified in Section 2.0 (a).

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___________________________________________________________________________________ In entering into this Agreement, Customer is not relying upon any representation made by or on behalf of IBM that is not specified in the Agreement, including without limitation, the charges to be paid or the results of any of the Services to be provided under this Agreement. By signing below, Customer and IBM agree that this Agreement, including these Base Terms and Attachments, is the complete agreement between the parties relating to this subject matter. Once signed, 1) any reproduction of this Agreement or an Attachment made by reliable means (for example, photocopy or facsimile) is considered an original and 2) all Services ordered under this Agreement are subject to it.

After signing, please return a copy of this Agreement to the IBM or partner sales representative listed above.

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Attachment A - Services

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Attachment A - Services 1.0 Description IBM will provide a hosting infrastructure and related services in an e-business Hosting Center as described herein (Managed Hosting Services).  IBM shall have sole root access (privileged access with authority to perform system-level functions or security administration) for all Base Components, except for partially managed servers (Partially Managed Servers) specified in Attachment B. IBM's scheduled maintenance hours for the e-business Hosting Center are each Sunday between 3:00 a.m. and 6:00 a.m. local time. Managed Hosting Services may not be available during this time.  IBM reserves the right to interrupt Managed Hosting Services to perform emergency maintenance as needed.  In any such circumstances, IBM will use commercially reasonable measures to notify Customer. Scheduled maintenance hours may change upon notice. 2.0 Base Component Software IBM will provide the following Base Component software: Base Component software selected by IBM for server monitoring and management; Base Component software selected by IBM for antivirus scanning of Windows 2003 servers; Base Component software selected by IBM to enable backup and restoration Services; and Base Component software specified in Attachment B. Upon expiration or termination of this Attachment, Customer will certify in writing to IBM that all use of software Base Components by Customer has ceased and that Customer has retained no copy of such software. 3.0 Customer Components Customer will provide Customer Components identified in Attachment B, subject to the following provisions: the provision for and expense of installation and maintenance for Customer Components is the responsibility of Customer.  Upon Customer's request, IBM will schedule maintenance, notify Customer of the schedule, provide access to the e-business Hosting Center for Customer's authorized maintenance vendors as required, and escort authorized maintenance personnel while on premises at an e- business Hosting Center; Customer is responsible for obtaining and maintaining personal property insurance sufficient to cover the value of Customer Components; Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Components to the e- business Hosting Center or removal of Customer Components from the e-business Hosting Center, unless otherwise expressly set forth in an Attachment; Customer is responsible for authorizing its Content Administrators to access and modify Content by providing User Identifications to such Content Administrators and for the control and distribution of User Identifications and any misuse of such User Identifications; and on or before five (5) days following expiration or termination of this Attachment, Customer will erase Customer Components from any servers and disk space that IBM provides as Base Components. On or before fifteen (15) days following expiration or termination of this Attachment, Customer will remove all Customer Components and any other Customer property from the e-business Hosting Center (excluding any Base Components and other IBM property). If Customer does not remove or erase Customer Components and its other property within such periods, IBM has the option to: move any and all Customer Components and other Customer property to storage and charge Customer all associated costs; liquidate Customer Components and other Customer property in any reasonable manner and charge Customer all associated costs; and erase all Customer Components from servers and disk space that IBM provides as Base Components. 4.0 Services Provided by IBM IP Address Services IBM will provide the number of registered primary IP addresses specified in Attachment B.

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Transition Management

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Transition Management IBM will assign a transition manager to manage and oversee the installation and integration of Base and/or Customer Components specified in Attachment B and prepare for ongoing operation. The project manager will: participate in a pre-boarding call with Customer to review Customer's hosting environment and identify information needed for installation; report installation status to Customer; schedule and conduct a boarding call with Customer to confirm that installation of Customer's hosting environment is complete and that it is ready for use (Hosting Service Ready Date); and be available to assist Customer with questions and issues during normal business hours for the e-business Hosting Center (Monday through Friday, 8:00 a.m. - 6:00 p.m., excluding national holidays). Steady State Support IBM will assign a project manager who will be a single point of contact during the ongoing provision of Services to assist Customer with implementation of additional Services and resolution of problems. The account support representative will: notify Customer of planned or emergency e-business Hosting Center maintenance; assist with change requests; and be available to assist Customer with questions and issues during normal business hours for the e-business Hosting Center (Monday through Friday, 8:00 a.m. - 6:00 p.m., excluding national holidays). Management Segment IBM will provide a local area network connection that will enable IBM to manage Base and/or Customer Components and provide other Services at the e-business Hosting Center.  IBM will implement a VLAN and any routing and switching configuration within the IBM hosting infrastructure that is needed to support a management segment. 4.4.1 Backup Segment IBM will provide a Gigabit local area network connection that will enable IBM to manage the backup of the System Images and will also provide a SAN connection to manage the backup of Customer data. IBM will implement a Backup VLAN and any routing and switching configuration within the IBM hosting infrastructure that is needed to support a backup segment. Internet Connectivity IBM will provide a primary connection between the e-business Hosting Center and the Internet with Internet Committed Bandwidth in increments of one (1) Mbps as selected by Customer and specified in Attachment B. Customer will provision and manage all SSL certificates. IBM will assign private IP addresses for Customer's servers at the e-business Hosting Center. Customer is responsible for working with IBM during the technical discovery phase to ensure that these IP addresses do not pose any conflicts with Customer's existing IP addressing schema. During the term IBM shall not change the public IP address(s) assigned to the Customer without the Customer's prior written consent. Customer's data traffic between the IBM e-business Hosting Center and the Internet may exceed Committed Bandwidth, if capacity is available from the IBM e-business Hosting Center network infrastructure. Each calendar month, IBM will measure Customer's actual bandwidth usage by sampling the inbound and outbound data traffic volume between the IBM e-business Hosting Center and the Internet every five (5) minutes. At the end of the month, IBM will discard the five percent (5%) of the samples with the highest data traffic volume. Customer's Peak Bandwidth Usage for that month is the remaining sample with the highest data traffic volume.  If Customer's Peak Bandwidth Usage for the month exceeds Committed Bandwidth, Customer will incur a Peak Bandwidth Usage charge, for the amount of usage that exceeds Committed Bandwidth, at the rate specified in Attachment C. In addition, IBM will provide access to bandwidth utilization reports through a Customer accessible web portal.

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Managed Switch, Firewall and Load Balancing

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Managed Switch, Firewall and Load Balancing IBM will provide the installation and ongoing management of switch, firewall and Load balancing components specified in Attachment B. IBM will: Install the switch and firewall components defined in Attachment B, implement switch and firewall settings requested by Customer, and test one (1) path to each Network Interface Card (including secondary) in each component; Operate and provide support for all switch and firewall components requested in the Attachment B and monitor their availability 7x24 every day of the year; Provide on-call technical support 7x24 every day of the year for switch and firewall components that may include: Assistance with problem determination; Reboot/power-on of failed switch and firewall components and provide Customer notification; and Implementation of changes to switch and firewall settings requested by Customer. Back up of Customer-requested switch and firewall settings and the restoration of settings in the event of a failure; Provide Customer daily status of firewalls via a Customer accessible IBM web portal; Provide Customer daily status of their network via the Customer accessible IBM web portal; IBM will assign private IP addresses in the range of 10.200.x.x for the private network for component servers at the Hosting Facility. Customer is responsible for working with IBM during the technical due diligence period to ensure that these IP addresses do not pose any conflicts with Customer's existing IP addressing schema; In case of a conflict, Customer will provide network address translation (NATing) for the IP addresses in conflict; and The IPSec tunnels for the VPNs will be based on IPSEC 3-DES technology. Support the following load balancing techniques.  The actual technique to be used for Customer will be determined during implementation and documented in the operations run book maintained by IBM. Round Robin (default load balancing technique) Connections are distributed evenly across all members in the pool. Ratio Member - Connections are sent to a member with a high ratio number more often than a member with a lower ratio number. Node Address - The total number of connections sent to a member in the pool is determined by the weight number you assign the node address. Least Connections Member - Connections are sent to the member with the least active connections. Node Address - Connections are sent to the node serving the least amount of connections. Observed 10. Member - Connections are sent to a member based on a combination of the number of current connections and the response time of the member. The Load Balancer analyzes the performance of the member over time and sends connections to the member based on the trend. 11. Node Address - Connections are sent to a node based on a combination of thenumber of current connections and the response time of the node. The Load Balancer analyzes the performance of the nodes over time and sends connections to the node based on the trend. 12. Predictive 13. Member - Connections are sent to a member based on a combination of the number of current connections and the response time of the member over time. 14. Node Address - Connections are sent to a node based on a combination of the number of current connections and the response time of the node over time. 15. Fastest Node Address - Connections are sent to the node that responds most quickly.

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Security Management

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Security Management The security management specified in this section are included as part of the switch & firewall Services specified above. IBM will: be responsible for day-to-day logical security management for the firewall(s), switches and servers dedicated to Customer's e-business Hosting Environment; assist in logically connecting (at OSI Layer 3) Customer networks to the IBM managed networks only when the connection is specifically identified and agreed to in advance by both parties in writing; implement and administer technical and procedural controls to prevent unauthorized, logical access; report incidents of security breach or suspected security breach to Customer; replace software vendor-supplied default password settings with unique secure passwords; implement network intrusion detection/event logging mechanisms; host based intrusion for an additional fee, if requested by Customer; perform regular vulnerability scans of installed Base Component software for: known/reported component vulnerabilities available security patches/fixes; includes firewall and all IP enabled devices in the network both inside as well as outside the firewall; scan external connections to the customer's environment; scan the internal connections to the customer's servers; scan the connection to the Supplier management and backup segments; update list of common vulnerability signatures weekly; update list of security patches by device and OS weekly; perform weekly scans of all IP enabled devices; 10. post weekly exception reports to the customer accessible web portal; 11. recommend corrective action; 12. notify Customer of all critical vulnerability discovered during the scan; 13. notify Customer of all repeat vulnerability that have not been corrected or acknowledged by the Customer; 14. Outages caused by Customer not approving Supplier recommended vulnerability fixes will not be eligible for SLAs. 15. Known/reported component vulnerabilities; and 16. Install available security patches/fixes at the earliest opportunity afforded by the change control process; install available security patches/fixes using the change control process, as approved by the Customer in writing; establish rules for password selection and control, for example: passwords must be robust and not incremental, easily discerned, and changed on regular intervals such as 90 days; user ids / passwords should be disabled after a predefined number of unsuccessful access attempts or after a period of prolonged inactivity; if supported by the operating system/applications, the software should enforce password syntax and change interval; define and implement clear procedures for detecting, recording and reporting security incidents and issues. Fully Managed Servers IBM will provide installation and ongoing management of server Base and/or Customer Components specified (as Fully Managed Servers) in Attachment B, 24x7 everyday of the year. Following installation and prior to IBM beginning ongoing management, Customer may request root access for a limited period of time, solely for the purpose of loading and configuring Customer Content. It is required that the Customer

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will not modify or change any of the administrative areas (for example, UNIX /, /etc, /bin, /usr/sbin, or /var) without written consent from IBM.  IBM will not begin ongoing server management until Customer returns sole root access to IBM and IBM verifies that the environment is stable and supportable. IBM will: Install the Managed Servers requested in a Attachment B including infrastructure related software object modules consisting of a predefined combination of operating system, applicable fixes, selected security / virus patches for Windows based systems, management tools and agents; Test network connectivity paths to server components requested in a Attachment B; Perform the operations events and predefined actions for Managed Servers requested in a Attachment B; Provide technical support, including problem determination, for the device hardware and OS.  IBM will install agents to monitor and report on only the following: Network Interface Up/Down Physical Memory Utilization Processor Utilization - Overall Disk Space Utilization OS services and/or daemons Provide routine Server Administration for the Managed Servers requested in the applicable Attachment A; Perform one (1) weekly full and six (6) daily incremental backups of System Images during the Scheduled Maintenance window unless otherwise set forth in the applicable Attachment A. The System Images will capture the information necessary to be able to perform a successful single step bare metal restore. Provide retention in the IBM library for weekly full backup of System Images for a period of fourteen (14) calendar days unless otherwise set forth in the applicable Attachment B; Restore System Images at no additional charge up to two (2) times per month per Managed Server per Customer. This excludes bare metal restores. Bare metal restores may be performed for an additional charge using SmartHands rates. Provide offsite storage for weekly backup of System Images. Such backups shall be sent offsite once a week and be retained offsite for a period of twenty-eight (28) calendar days unless otherwise set forth in the applicable Attachment B; Provide daily status of the state of the Customer environment using a Customer accessible IBM web portal; Provide details and a monthly summary of the thresholds being monitored using a Customer accessible IBM web portal; Provide details and a monthly summary of the utilization of Managed Server components such as CPU, memory and disk. Reports will be provided using the Customer accessible IBM web portal; Provide details of trouble tickets and their status and action taken to resolve the trouble ticket using a Customer accessible IBM web portal; Identify maintenance releases for supported O/S technologies outlined in Attachment D (Supported Technologies) and provide assessment and notification to Customer; Apply OS maintenance releases that are approved by IBM; Identify security patches/hotfixes for supported O/S technologies outlined in Attachment D (Supported Technologies) and, for critical patches, provide assessment and notification to Customer and the IBM PE and IBM PM within seventy-two (72) hours of release from vendor; Apply patches to the OS that are approved by IBM or Customer; and Provide device availability statistics for Managed Servers using a Customer accessible IBM web portal. In addition, the following will apply for Managed Servers: When IBM owns administrative rights, then following installation and prior to IBM beginning ongoing management, Customer may request root access for a limited period of time, solely for the purpose of loading and configuring Customer Content. It is required that the Customer will not modify or change any of the administrative rights (e.g. Linux /, /etc, /bin, /usr/sbin, /var, etc; Microsoft Local Administrator Accounts/Groups, user right assignments, System File/Directory permissions, etc) without written

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consent from IBM. IBM will not begin ongoing server management until Customer returns sole root access to IBM and IBM verifies that the environment is stable and supportable. When IBM owns administrative rights, Customer may request temporary administrative rights in writing during ongoing management. It is required that the Customer will not modify or change any of the administrative rights (e.g. Linux /, /etc, /bin, /usr/sbin, /var, etc; Microsoft Local Administrator Accounts/Groups, user right assignments, System File/Directory permissions, etc) without written consent from IBM. During this period the SLA will be suspended. If Customer chooses to own administrative rights, SLAs for those Managed Servers will be suspended for the term of the Attachment B. IBM may request temporary administrative rights to deploy patches and other administrative tasks. Although there are no limitations on the number of change requests, the number of emergency requests will be limited to three (3) requests per month, per Customer at no additional charge. Additional requests shall be at the SmartHands rate. Customer must test their applications and approve the IBM applying maintenance releases for their OS such that the environment is always within two maintenance releases. All SLAs will be suspended and service will be provided on a best effort basis for any environment that does not comply with this requirement. IBM will support the current release (N) and the release immediately preceding the current release (N-1) of the operating system software. IBM and IBM will work jointly to determine when operating system and micro code upgrades and fixes are applied. IBM will not: Setup and maintain Customer end users; Install, maintain or support Customer applications; Provide application troubleshooting services unless Managed Application Service or T&M services have been purchased; Perform logical database administration; and Perform backups of Customer Content. Such backups are provided as part of the Storage Services as outlined in this Attachment A. Monitoring of Fully Managed Servers IBM will install software components to enable monitoring of the Base and/or Customer Components specified in Attachment B. On a 24x7 everyday of the year basis, IBM will: monitor all Network Interface Cards (NIC); monitor selected operating system thresholds, logs and processes; respond to exceptions and alerts. IBM will execute any internal Standard Operating Procedures (SOP) or a reasonable SOP provided by Customer. Additionally, IBM will make the initial determination as to whether the issue falls within the operational/system/network area or is an application issue; determine if there are patches available for the OS; apply patches to the OS that are approved by IBM in writing; Make the initial determination as to whether the issue falls within the Operational/System/Network area; Immediately notify the Customer of Severity 1 and 2 incidents; monitor for hardware predictive failure analysis alerts when using IBM servers; and notify Customer in writing when Customer intervention or decisions are required. Customer may request, in writing, the granting of temporary administrative rights after the Customer environment has been turned over to IBM for monitoring. IBM will not monitor the affected components while Customer has administrative rights and any SLA provisions will be suspended during this period. IBM will provide Customer with information on the web portal that show monitoring statistics that include daily and historical information (maintained for a one (1) month period). These reports will include the utilization of the components included in the threshold monitoring, such as CPU, memory and disk. Monitoring of the Base and/or Customer Components with associated alerts will not be activated from IBM's production monitoring systems until the Customer Production Ready Date. Customer shall not be

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eligible for an Availability Credit until the first full calendar month following the Customer Production Ready Date.  Basic Monitoring Services (Ping Monitoring) IBM will provide basic Ping monitoring of the Base and/or Customer Components on a 24x7 everyday of the year basis. IBM will provide installation and ongoing monitoring for server and non-server partially managed, monitored Base and/or Customer Components. Customer will own administrative rights for the devices to be monitored. However, IBM may request and will be granted temporary administrative rights in order to install, setup, or maintain any agents required to perform the monitoring. IBM reserves the right to adjust the thresholds for any monitored event in order to reduce the instances of false positives. Customer will be notified in of the change. IBM reserves the right to take a basic monitored server offline if it is deemed by IBM to be a security risk for the rest of the IBM environment. IBM will inform the Customer, the IBM PE and the IBM PM of such action. IBM will: Monitor all network interface cards (NIC); Request the temporary root access privilege from Customer if required Provide Customer with a user ID and password to a secure portal for viewing of real-time monitoring status and alert history; Send an administrative alert via electronic mail to a customer-supplied address if a NIC fails to respond to a Ping; Notify Customer in writing when Customer intervention or decisions are required. Maintain and monitor systems used to provide monitoring; Test and apply patches to monitoring systems as needed; and Provide monitoring statistics on the IBM Web portal. IBM will not: Respond to exceptions and alerts; Monitor any hardware, application, database, network, or operating system components other than those specified above; Provide third-party monitoring agents; and Provide any reporting either in hard-copy or electronic form other than what is available through the Customer portal. Monitoring of the Base and/or Customer Components with associated alerts will not be activated from IBM's production monitoring systems until the Customer's Customer Production Ready Date. Customer shall not be eligible for an Availability Credit until the first full calendar month following the Customer Production Ready Date. In addition, the following will apply for Basic Monitoring Services: Following the initial installation, Customer will be given root access to the Base Components; IBM will provide space, power and cooling for the Base and/or Customer Components; IBM will include up to five (5) Operational Events per month; Customer Content backup is not included in the base offering and can be provided at an additional cost; Customer System Image backup is not included in the base offering and can be provided at an additional cost; System Administration is not included in the base offering; Patch management is not included in the base offering; The status of all server Base and/or Customer Components based solely on the ping monitoring of the network interface cards will be shown on the web portal and the customer will also be notified; and IBM will issue the ping command for each server base component at least every fifteen (15) minutes. Advanced Monitoring Services IBM will provide 24x7 advanced device monitoring of the server and non-server Base and/or Customer Components. Customer will own administrative rights for the devices to be monitored. However, IBM may request and will be granted temporary administrative rights in order to install, setup, or maintain native SNMP agents as required to perform the monitoring. IBM reserves the right to adjust the thresholds for any monitored event in order to reduce the instances of false positives. Customer will be notified in of the change.

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IBM will: Monitor all network interface cards (NIC); Monitor the following operating system metrics: CPU utilization; Memory and Swap utilization; Disk and filesystem utilization; Monitor for hardware predictive failure analysis alerts when using IBM servers; Define and set thresholds for all monitored events based on industry standard best practices; Provide Customer with a user ID and password to a secure portal for viewing of real-time monitoring status and alert history; Send an administrative alert via electronic mail to a customer-supplied address for all events that exceed the maximum allowable threshold; Notify Customer in writing when Customer intervention or decisions are required. Maintain and monitor systems used to provide monitoring; Test and apply patches to monitoring systems as needed IBM will not: Respond to exceptions and alerts; Monitor any application, database, network, or operating system components other than those specified above; Provide third-party monitoring agents; Provide any reporting either in hard-copy or electronic form other than what is available through the Customer portal. IBM will provide Customer with information on the IBM Web portal that show monitoring statistics that include daily and historical information (maintained for additional one (1) month period). These reports will include the utilization of the components included in the threshold monitoring, such as CPU, Memory and Disk. This historical information may optionally, for an additional fee, include one year of history. The reports for iSeries may be different from those available for other platforms. Monitoring of the Base and/or Customer Components with associated alerts will not be activated from IBM's production monitoring systems until the Customer's Customer Production Ready Date. Customer shall not be eligible for an Availability Credit until the first full calendar month following the Customer Production Ready Date. Virtual Servers for Microsoft Windows and Linux OS Customer environment can consist of virtual as well as physical devices. For Virtual Servers, IBM will provide the following Services: Services defined under Managed Servers in Section 4.8 (Fully Managed Servers; Physical servers needed to operate a virtual server farm; All licenses for virtualization software and management tools (e.g. VMware ESX3.0; VMotion and others as needed); Capacity management for the physical server farm to ensure each virtual server has resources required for operation as specified in Attachment B; Restart virtual machine in the event of a virtual or physical machine failure; and Include twenty (20) GB of virtual disk for OS and application code for each Virtual Server. Storage Services - Managed SAN Fabric IBM will provide installation, configuration, ongoing system administration and management support services for the SAN Fabric Base and/or Customer Components (SAN Fabric) identified in Attachment B at the e-business Hosting Center.  IBM will zone the SAN switches as necessary for security. IBM retains sole root/administrative access (privileged access with authority to perform system-level functions or security administration) in order to perform installation and ongoing management services for the SAN Fabric. The following items apply to the SAN Fabric:

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The managed servers will be connected to the SAN Storage via multiple connections to the SAN switches using two or more HBAs for redundancy in each server, as described for each server in Attachment B. The storage backup media server will be connected to the SAN Storage via redundant connections to the SAN switches using two or more HBAs in each server. In the event that additional SAN switches are required, Customer will sign a new PCR for the additional SAN switches. Managed SAN Storage - Shared Environment IBM will provide installation and ongoing system administration and management support services for the shared SAN storage device components specified in Attachment B. Disk space will be allocated by IBM based upon Customer provided specifications from a common pool of SAN storage. SAN switches with zoning dedicated to a Customer and dedicated LUNs will be used to securely implement individual data storage requirements. Managed SAN storage applies only to Customer data storage and excludes System Images. Customer will be responsible for populating the files and databases and for all Customer Content. IBM retains sole root/administrative access (privileged access with authority to perform system-level functions or security administration) in order to perform installation and ongoing management services for SAN storage. The following items apply to the SAN storage shared environment: managed servers will be connected to the SAN storage via redundant connections to different SAN switches using two (2) or more HBAs in each server; the storage backup media server will be connected to the SAN Storage via redundant connections to the SAN switches using two or more HBAs in each server; and if additional SAN Storage capacity is required, Customer will sign a project change request for additional SAN capacity.

Virtual Private Network IBM will configure and manage the number of VPNs identified in Attachment B. The VPNs will consist of an IPSec tunnel based on 3- DES Shaw technology in the firewall at the e-business Hosting Center. IBM will configure and manage the VPN tunnel at the e-business Hosting Center. Customer will configure and manage a corresponding IPSec tunnel based on 3-DES Shaw technology at Customer's location. The IPSec connection will be from specified devices at Customer's site to specified devices at the e-business Hosting Center as defined by Customer. Physical Database Administration (Microsoft SQL) IBM will provide physical and operational database administration support for Micorsoft SQL, database software (Database Software) for the number of Base Component database servers with the Database Software specified in Attachment B (Database Administration Servers). Customer will provide all Database Software, and any required licenses, as a Customer Component. IBM will install Database Software on the Database Administration Servers. IBM will provide four (4) hours of database setup support for each of the Database Administration Servers. Each month IBM will provide four (4) hours of database administration support for each of the Database Administration Servers. Additional hourly database administration and setup support charges will be at the additional hourly support rate specified in Attachment C, unless otherwise specified in a project change request between Customer and IBM. IBM will not provide Physical or Logical data base administration for MySQL. Customer Care IBM will provide a toll free number (inside the US) to receive problem notifications and service requests 7x24 each day of the year from authorized Customer representatives regarding Services provided under this Agreement. Customer representatives shall be identified via email to the IBM project manager. Changes or additions to the Customer representatives will also be made to the IBM project manager via email.

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IBM will assign the following priority levels to each reported problem as listed in the table below: Severity 1 - Critical impact problem that makes the Customer environment unavailable or degraded to a level where Customer is unable to conduct business. Severity 2 - Major Impact. Customer is able to conduct business but a function or service is not available. Severity 3 - Minor impact. The Customer environment is not seriously affected. Severity 4 - No impact. Short coming, dissatisfaction, or question. Emergency - Ability to conduct business is not being affected, however due to other business driving decisions, the request needs to be treated as a Severity 1. IBM will: attempt to resolve on the first call service requests such as password resets for administrative ID's, access control for authorized Customer representatives following the mutually agreed process and starting and stopping of services. document Customer or IBM internally generated call identification data in their Customer Care (Technical Support) System. provide monthly reports showing service request, resolution, call aging data, and other call report information within ten (10) business days from the end of the calendar month. The reports will be provided via the web portal. direct Customer calls, as appropriate, to an IBM technical specialist, coordinate problem determination, attempt resolution, perform root cause analysis, make ticket history available via the web portal and log and track calls to closure.

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will assign the following priority levels and respond to each reported problem as shown in the following table: Severity Initial Communication Recurring Communication Communication Content 1 - Critical Impact IBM provides notification within 15 minutes of a confirmed outage.

IBM support is available 24 x 7 for the duration of the outage. On-site support at IBM Hosting facility within four (4) hours when IBM on-site support is requested by Customer.

· Current Status · Estimated Resolution Time · Next Activity Planned

2 - Major Impact IBM provides notification within 30 minutes of a confirmed outage.

IBM support is available 24 x 7 for the duration of the outage. · Current Status · Estimated Resolution Time · Next Activity Planned 3 - Minor Impact IBM provides notification within 1 hour of a confirmed outage.

IBM support is available 24 x 7 for the duration of the outage. · Current Status · Estimated Resolution Time · Next Activity Planned 4 - No Impact or a Question IBM provides notification within 24 hours. IBM support is available 24 x 7 for the duration of the outage. · Current Status · Estimated Resolution Time · Next Activity Planned Emergency IBM provides notification within 15 minutes of a confirmed outage

IBM support is available 24 x 7 for the duration of the outage. Each Customer is only allowed three (3) emergency requests per month.

· Current Status · Estimated Resolution Time · Next Activity Planned

Customer is allowed up to three (3) emergency requests per month at no additional charge. Additional emergency requests will be charged at the additional hourly support rate specified in Attachment C. Relocation of Managed Hosting Services In the event that IBM determines that it is necessary to relocate Managed Hosting Services within the same or to another e-business Hosting Center, Customer will cooperate in good faith with IBM to facilitate such relocation, provided that such relocation is based on reasonable business needs of IBM (including the needs of other IBM customers), or the expansion of the space requirements of Customer. IBM will use commercially reasonable efforts, in cooperation with Customer, to minimize any interruption to Services in the event of such relocation. Security Obligations IBM will: implement firewall settings and other security parameters as defined by Customer and accepted by IBM; administer firewalls specified in Attachment B; perform nightly memory and file system anti-virus scanning and install virus signature definition file updates, as available, for Base Components and Customer Components with Windows operating systems; perform regular scanning of commonly used TCP and UDP ports, on Base and/or Customer Components to attempt to detect ports and services that may be vulnerable to intrusion. IBM will

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use reasonable efforts to inform Customer of intrusion vulnerabilities detected, and schedule and apply changes to security settings agreed to by Customer to attempt to mitigate vulnerabilities. IBM makes no representation or warranty that IBM's monitoring or analysis procedures will identify all intrusions Customer may encounter; perform monthly security parameter status checking and identify when security checking finds parameter status to be different from what was originally established; and authorize root access, administrator access or their equivalents for Base Components to IBM-designated personnel only. Customer must comply and ensure any Customer Subcontractors comply with the following security obligations. Customer will: authorize IBM to perform the Services described above in item a. of Security Obligations; provide firewall setting requirements (ports, filters, and traffic direction) to IBM and provide the number of nodes required for IBM to perform firewall administration; provide IBM with security parameters and settings. Security parameters and settings will be used for monthly security status checking and are subject to IBM's review and acceptance; not access or attempt to access IBM's secure internal network or the resources or information of other IBM customers; when performing any technical security integrity review, penetration test, or vulnerability scan of  Base Components or Customer Components: (a) only test, scan or review the IP addresses supplied by IBM to Customer that are part of the Services; (b) only test, scan, or review Customer dedicated Base Components and Customer Components; (c) provide IBM at least one week's prior written notice of the date and time of the review; (d) provide the source IP address information and reviewer contact information to IBM; (e) not perform such reviews more than once per calendar quarter; and not perform or simulate denial-of-service attacks; not administer or create privileged User IDs (User IDs having system or security administrative authority) at the base operating system level or on subsystems managed by IBM; and not disclose any information arising out of IBM or Customer scanning of Base Components or Customer Components to any other entity without IBM's prior written consent. IBM strongly recommends that Customer and any Customer Subcontractors comply with the security guidelines listed below, but Customer may deviate from such guidelines after prior written notice to IBM. IBM will have no liability for any damages arising out of Customer's or Customer's Subcontractors' deviation from any or all of the following guidelines: not use Base Components or Customer Components as a relay to provide Internet access at Customer locations; initiate connections from Base Components or Customer Components to Customer Premises Equipment using either caller ID or Challenge Handshake Authentication Protocol (CHAP); only initiate traffic flows from more secure to less secure networks (i.e., from the Customer secure network to the e-business hosting environment ); access Servers in the e-business Hosting Environment from Customer's premises by establishing a one way trust relationship with password when using Windows; not initiate NFS traffic through the Internet access firewall; only use NFS within a single layer, meaning NFS traffic will not cross firewalls and the Servers will be in the same VLAN; not place NFS export files in the same file structure used for system files and executable files in Customer Components; when creating CGI programs, such programs will: (a) validate input to construct a command line. The input character string will have to be validated to ensure that it does not trigger an undesirable system response including the ability to change file permissions; (b) do not run in privileged mode;

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(c) do not create files in any system-related directory; (d) do not need to be stored in any directory other than a designated cgi-bin directory or require the interpreter be stored in the cgi-bin directory; and (e) do not create buffer overflow conditions or other problems that could expose the Server to unauthorized access; not initiate inbound ICMP echo requests or replies from the Internet to the Base Components or Customer Components and outbound ICMP echo replies or ICMP replies for traceroute from the Base Components or Customer Components to the Internet unless Customer provides IBM with source IP addresses; and 10. not initiate SNMP traffic from Customer premises to the e-business Hosting Environment. Technical Due Diligence Period A two (2) week technical due diligence period commencing within two (2) weeks following the execution of this Agreement is required. During this technical due diligence period Customer and IBM technical teams will work together and determine more specific detail regarding configuration, networking, firewall, server, SAN, backup and monitoring installation, configuration and management details, settings, rules, and the schedules and thresholds to be monitored. Any changes as a result of the technical due diligence period will be handled as follows: Any delays in the procurement of equipment will be documented in the project plan by the IBM project manager and communicated to Customer in a timely manner. Any delays in the schedule will be documented in the project plan by the IBM project manager and communicated to Customer in a timely manner; and IBM and Customer will use the PCR process to make any changes to this Agreement as a result of this technical due diligence period. Changes may result in adjustments to pricing. Service Level Agreement IBM will provide an availability service level agreement (Server Availability SLA) for Qualifying Servers based on the applicable SLA Target Percentage (as such terms are defined below). The first device in the path to the Qualifying Server must be an IBM Managed Device, and the Server Availability SLA applies up through and including the last IBM Managed Server. Definitions The following definitions apply to this Server Availability SLA: Actual Available Minutes (AAM) means the Total Available Minutes minus minutes of Qualified Outages. Availability Credit means an amount equal to five percent (5%) of monthly recurring charges for Managed Hosting Services.  Such credits are available when the services provided for the affected devices are less than the Monthly Availability Percentage. IBM Managed Device means a Base Component located in an IBM e-business Hosting Center for which IBM is performing management responsibilities. For servers, only the servers identified as Fully Managed Servers in Exhibit A are considered an IBM Managed Device. Monthly Availability Percentage means the amount equal to the total number of minutes in the applicable month minus the Qualifying Outage Minutes for that month, divided by the total number of minutes in that month. Monthly Recurring Charge means the total of Customer's monthly recurring charges. Outage means the period (measured in whole minutes) from the time indicated in a trouble ticket (when the Outage was reported to IBM) to the Outage end time based upon the problem resolution (as reflected in the trouble ticket call record). For clustered devices, all of the devices in the cluster must not be available for use by Customer. Qualifying Server means the IBM Managed Server that has been selected by Customer and approved by IBM. Qualifying Outage Minutes means the aggregate of all Outages in a month, minus any Outages in that month resulting from any exclusion described in Section 8.6 below. SLA Target Percentage means the Service Levels defined in 8.2 (Service Levels). Unqualified Outage(s) means an Outage(s) that can be attributed to the listed availability exclusions as set forth in Section 8.6 (Exclusions).

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Service Levels

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Service Levels IBM will provide the following monthly availability Service Level Agreement (SLA) for the Services provided by IBM: For Managed Devices and Managed Servers (including firewall(s) and switches) that are not clustered or configured in a high availability configuration, the SLA is a minimum of 99.7 percent. For Managed Devices and Managed Servers (including firewall(s) and switches) that are clustered or configured in a high availability configuration, the SLA is a minimum of 99.9 percent. For Managed Application Solution (including firewalls(s) and switches) that are clustered or configured in a high availability configuration, the SLA is a minimum of 98.0 percent. For Managed Application Solution (including firewalls(s) and switches) that is not clustered or configured in a high availability configuration, the SLA is a minimum of 99.5 percent. For Basic Monitoring Services the SLA is a minimum of 99.9 percent applicable only for the core infrastructure components (including power, cooling, Internet connectivity, firewalls, load balancers, SSL acceleration, Network Intrusion Detection, VLAN segments, switches, VPN connection at the Hosting Center, and all related connections). For Advanced Monitoring Services the SLA is a minimum of 99.9 percent applicable only for the core infrastructure components (including power, cooling, Internet connectivity, firewalls, load balancers, SSL acceleration, Network Intrusion Detection, VLAN segments, switches, VPN connection at the Hosting Center, and all related connections). Availability Credits If in any month during the term of Managed Hosting Services the Monthly Availability Percentage for a Qualifying Server is less than the SLA Target Percentage for that Qualifying Server, Customer shall be eligible to receive an Availability Credit, subject to Section 8.3(b), 8.4, 8.5, 8.6 and 8.7. If in any month during the term of Managed Hosting Services the Monthly Availability Percentage for Basic Monitoring or Advanced Monitoring Services is less than the SLA Target Percentage for Basic Monitoring or Advanced Monitoring Services, Customer shall be eligible to receive an Availability Credit, subject to Section 8.3(b), 8.4, 8.5, 8.6 and 8.7. Customer agrees to contact the IBM Help Desk to report problems and open trouble tickets that reflect the start time of the Outage event. Settlement of Credits Availability Credits will be aggregated on a quarterly basis and settled by the last day of the first month following the end of the quarter in which such Availability Credits were earned. (For example, the aggregate Availability Credits earned in the first quarter 2007 will be applied against Monthly Recurring Charge for Services the Customer incurs in the April 2007 invoice.) Any Availability Credits owed from IBM to Customer upon the expiration or termination of the Services will be paid within one (1) month following the effective date of expiration or termination. If the Monthly Recurring Charge for a subject month has not been incurred, or for any other reason has been credited or waived, Customer shall not be eligible for an Availability Credit for that month. Customer shall receive no more than five percent (5%) of Customer's Monthly Recurring Charge for Managed Hosting Services as an Availability Credit in a given month. Commencement of Service Level Agreement IBM will exercise commercially reasonable efforts to meet the SLA Target Percentage. Notwithstanding the foregoing, Customer shall not be eligible for an Availability Credit until the first full calendar month following the Hosting Service Ready Date. Exclusivity of Remedies Customer agrees that its sole remedy for IBM's failure to meet an SLA Target Percentage is the Availability Credit as provided in this Attachment. Exclusions IBM is not responsible for any Outage outside of its control, including but not limited to, the following examples: periods of scheduled or emergency maintenance activities or scheduled Outage; Outage due to problems with Customer provided Content or programming errors including, but not limited to, Content installation and integration;

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Outage due to system administration, commands, file transfers performed by Customer representatives; Outage due to work performed at Customer request (for example T&M assistance); other activities Customer  directs, denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against parties (including carriers and IBM's other vendors), and other force majeure items; lack of availability or untimely response time of Customer to respond to incidents that require its participation for source identification and/or resolution, including meeting Customer responsibilities for any prerequisite Services; Outage due to Customer breach of its material obligations under the Base Terms; Outages caused by Customer Content or Customer initiated patches; Outages caused by Customer not approving applying IBM recommended OS patches; Outages caused by the Customer not approving applying of OS maintenance releases; Periods where the Customer may have been granted System Administration rights; Customer denies IBM recommended software patches, hardware and/or OS changes; m. Outage due to failure of non-IBM managed Customer Component hardware or software; Power outages caused by customer not providing dual power equipment; Power outages caused by improperly configured power supplies; Power outages caused by incorrectly connected power supplies; Power outages caused by customer configured and managed equipment that results in over utilization of power circuits; and Customer's performance of any technical security integrity review, penetration test, or vulnerability scan pursuant to security obligations set forth herein. Open Source Software additional terms If requested by Customer, IBM will procure Red Hat Linux Software on behalf of Customer. The Red Hat software will be provided as a Customer Component (Customer Component Linux Software) licensed by Red Hat, Inc. (Red Hat) to Customer under Red Hat's Subscription Agreement (accessible at http://www.redhat.com/licenses). Customer agrees to the terms and conditions of Red Hat's Subscription Agreement and agrees that Red Hat's Subscription Agreement for the Customer Component Linux Software shall be between Red Hat and Customer. The Linux operating system Customer Component software will be shipped to Customer, not IBM. IBM is not a party to such license.  IBM's provision of Services hereunder shall not constitute a distribution of the Customer Component Linux Software by IBM. If requested by Customer, IBM will install Customer Component Linux Software as is and makes no representations or warranties, either express or implied, with respect to the Customer Component Linux Software or any Open Source Software and does not indemnify against any claim that Customer Component Linux Software or any Open Source Software infringes a third party's intellectual property right. Under no circumstances shall IBM be liable for any damages arising out of Customer's use of the Customer Component Linux Software or any Open Source Software. Customer receives no express or implied patent or other license from IBM with respect to the Customer Component Linux Software or any Open Source Software. Customer and IBM agree that any modification or creation of derivative works of Linux or Open Source Software is outside the scope of this Agreement. Linux and any other Open Source Software (OSS), including patches, fixes, and updates, which IBM installs, configures, updates, operates or otherwise assists in procuring on Customer's behalf as a result of providing services under this Agreement are licensed and distributed to you by Linux and OSS distributors and/or respective copyright and other right holders, including Red Hat, Inc. (Right Holders) under the Right Holders' terms and conditions.  IBM is neither a party to the Right Holders' terms and conditions nor a distributor of Linux or OSS and merely does the work described in this Agreement on your behalf upon your specification. You receive no express or implied patent or other license from IBM with respect to Linux or any OSS. IBM installs Linux and OSS as is and makes no representations or warranties, either express or implied, with respect to Linux or OSS, and does not indemnify against any claim that Linux or OSS infringes a third party's intellectual property right. Under no circumstances shall IBM be liable for any damages arising out of your use of Linux or OSS.

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Both of us agree that any modification or creation of derivative works of Linux or OSS is outside the scope of this Agreement. Responsibilities of IBM and Customer Overall - (with physical database administration support)

RESPONSIBILITIES IBM CUSTOMER

- Installation -

Designate an individual to whom all of IBM's communications will be addressed and who has the authority to act and make decisions for Customer in all aspects of the Services, including requesting changes, problem resolution, Service requests, assignment of Customer focal points with authority over specific Services, and designation of Customer Authorized Representatives (Customer Contact)

  Perform

Designate an individual to whom Customer will address communications specific to the provision of the Services. IBM's call management center may be the IBM Contact for some Services (IBM Contact) Perform

Assign authorized representatives with appropriate functional knowledge and technical skill who may submit problems or Service requests to the IBM call management center by calling an IBM-provided toll-free telephone number or by e- mail   Perform

Perform the installation activities specified herein Perform   Register domain names with an accredited domain name registrar and pay all charges associated with such registration   Perform

Install Customer applications   Perform Perform physical DBA tasks to install and configure the database(s) Perform   Perform all logical DBA tasks to install and configure the databases   Perform Provide backup and restore requirements to IBM   Perform Perform necessary physical database administration tasks to prepare Customer database(s) for backup Perform

Perform necessary logical database administration tasks to prepare Customer databases for backup   Perform

Provide e-mail addresses for Customer notification of thresholds exceeded or process exceptions   Perform

Procure Base Components specified in Attachment B Perform   Notify Customer when IBM installation activities are completed (Hosting Service Ready Date) Perform

Provision all SSL certificates   Perform Inform IBM in writing within five (5) business days following IBM's notification of the completion of IBM installation activities, if Customer believes IBM has not satisfactorily completed IBM installation activities   Perform

- Ongoing Management and Support -

Provide the ongoing Services specified herein Perform   Provide ongoing administration, tailoring, monitoring, or maintenance of Customer applications   Perform

Provide first level of support for problems with Customer Components and transfer problems related to IBM's responsibilities to the IBM call management center   Perform

Assist IBM in the investigation of problems, to the extent such investigation involves Customer's or its Subcontractors' responsibilities, and exercise commercially reasonable efforts to resolve problems related to such responsibilities   Perform

Provide ongoing physical database administration for the database(s) Perform   Provide ongoing logical database administration   Perform Perform the IBM security obligations specified herein Perform   Perform the Customer security obligations specified herein   Perform

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Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Update Base and/or Customer Components with applicable fixes (patches, hotfixes, program temporary fixes and service packs) as determined by IBM Perform

Maintain responsibility for all labor and expenses associated with full version operating system software upgrades (to be eligible for continued service, the operating system version running on the managed servers must be one currently supported by the manufacturer of that operating system)   Perform

Maintain copies of critical Content and establish a procedure to recover such Content without resort to the e-business Hosting Environment or Services   Perform

Manage all SSL certificates   Perform

Server

RESPONSIBILITIES IBM Customer

- Installation, Configuration and Setup for Fully Managed Servers

Rack and stack and cable the equipment Perform   Procure and install Base Components Perform   Provision cabinet space Perform   Provision additional power Perform   Create network diagram Perform   Assign public and private IP addresses Perform   Provision internet bandwidth Perform   Procure licenses for backup tools and agents Perform   Load CDs, if requested by Customer Perform   Configure IP addresses on the servers Perform   Perform connectivity testing of Base and/or Customer Components Perform   Identify the predefined events that will be monitored   Perform Configure thresholds defined by Customer Perform   Install and configure monitoring tools Perform   Install and configure clients for the monitoring tools Perform   Perform readiness testing, including testing the flow of alerts Perform   Enable switch monitoring Perform   Notify Customer when installation activities are completed Perform

- Ongoing Management and Support for Fully Managed Servers -

Perform 7 x 24 each day of the year monitoring of the managed servers for actions and events Perform

Maintain required documentation for server management and operation Perform   Research OS patches Perform   Provide problem determination and corrective measures and support for alerts and predefined error events and thresholds Perform

Use reasonable efforts to update Base and/or Customer Components with applicable fixes approved by the Customer Perform

Load CDs if requested by Customer Perform   Call IBM Service if needed Perform   Assist IBM in the investigation of problems with the Services to the extent such investigation involves Customer's or its subcontractors' responsibilities   Perform

Monthly reports of thresholds being measured Perform   Perform root cause analysis for problems related to the equipment or services being provided by IBM Perform

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Shared or Dedicated SAN Storage

RESPONSIBILITIES IBM Customer - Installation, Configuration and Setup -     Install SAN configuration and management console and agents on the SAN Storage Perform   Provide IBM with disk configuration specifications (folders, directories, quorum disk layout, disk space size, and Raid level)   Perform

Configure Server HBAs for access to the SAN Storage Perform   Install the SAN devices Perform   Connect the SAN storage device to the SAN switches and to the administration segment Perform

Define storage partitions   Perform Configure the SAN storage per Customer provided specifications Perform   Provide documentation which details the installation parameters for the server and SAN storage Base and/or Customer Components Perform

Document SAN storage configuration Perform   Test SAN storage functionality Perform   Perform connectivity testing of the SAN storage Perform   Perform quality assurance reviews on all operational and administrative support procedures Perform

Identify the predefined actions and events (the Actions and Events) IBM will perform on the SAN Storage Perform

- Ongoing Management and Support -     Maintain required documentation for the SAN storage management and operation Perform   Perform 7x24 everyday of the year monitoring of the managed SAN storage for actions and events Perform

Provide problem determination and corrective measure support for actions and events Perform

Reallocate SAN based LUNS to different systems and servers (for example: rezoning, import, recognition, and file system remount), as requested by Customer. Perform

Assist IBM in the investigation of problems with the Services to the extent such investigation involves Customer's or its Subcontractors' responsibilities   Perform

Page 29 of 36

Backup, Restore and Offsite Data Storage

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Backup, Restore and Offsite Data Storage

RESPONSIBILITIES IBM Customer

- Installation, Configuration and Setup -

Install selected Base Components, including external cable connections and storage server Perform

Connect the tape library to the designated backup media server Perform   Document the tape library and backup media server configuration and setup parameters Perform

Test hardware functionality Perform   Notify IBM of any specific procedures required for backup of Customer data files and the scheduled backup window   Perform

Creation and documentation of Customer backup and restore procedures Perform   Provide list of files to be backed up   Perform Identify and maintain list of Customer designated data files to be backup up Perform   Install and configure the storage manager software provided by IBM Perform   Verify that the storage manager software is installed and configured properly Perform   Install backup software clients Perform   Configure backup software clients on OS instances Perform   Perform a test backup of the systems by initiating a backup of Customer designated data files Perform

- Ongoing Management and Support -

Maintain required documentation for server management and operation Perform   Assist IBM in the investigation of problems with the Services to the extent such investigation involves Customer's or its subcontractors' responsibilities   Perform

Perform daily incremental backups Perform   Perform weekly full system backups Perform   Keep daily backups in the library for seven (7) days backups (actual backup, retention and rotation schedules to be determined by Customer and IBM) Perform

Create a copy on tape of the weekly full system backup tapes and send offsite for storage with thirty (30) days retention Perform

Examine backup logs for results of daily backup activity Perform   Take actions to alleviate alerts and error messages during the backups Perform   Call the IBM Help Desk to request a take to be restored from the library or from offsite storage.   Perform

Indicate if the offsite storage recall is an emergency request to be fulfilled within six (6) hours (additional charges may apply)   Perform

Identify data file name and version requiring restore   Perform Initiate obtaining of the tapes(s) from offsite storage, if necessary Perform   Initiate restore of Customer designated backed up files as requested Perform   Perform root cause analysis for problems Perform

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Switch and Firewall

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Switch and Firewall

RESPONSIBILITIES IBM Customer - Installation, Configuration and Setup -     Configure the local VLANs Perform   Specify switch and firewall settings specific to the application   Perform Configure VLANs and zones for the SAN switches Perform   Configure firewall settings Perform   Test a single path to switch and firewall Base and/or Customer Components Perform   Enable switch and firewall monitoring Perform   - Ongoing Management and Support -     Operate and monitor availability of the switches and firewalls 7x24 each day of the year Perform

Assist IBM in the investigation of problems with the Services to the extent such investigation involves IBM's, Customer's or its subcontractors' responsibilities   Perform

Request changes to switch and firewall settings   Perform Administer changes to switch and firewall Perform   Perform monthly patch scanning on servers that may be vulnerable to intrusion or need hot fixes applied Perform

Inform Customer of hot fixes and vulnerabilities detected and use reasonable efforts to schedule and apply changes to settings, as needed Perform

Backup Customer-specified switch and firewall settings and restore settings in the event of a failure Perform

Physical Database Administration (Microsoft SQL)

  IBM Customer

- Implementation -

Provide Customer with database survey to gather support requirements Perform   Complete database survey   Perform Acquisition of license for Database Software   Perform Configuration of Database Software in accordance with Customer requirements as provided in the database survey Perform Assist

Installation and configuration of application software and Content   Perform Provide documentation specifying the application directory structure, and/or database structure including table definitions, indices and table spaces   Perform

Establish connectivity between database instance and data server and notify Customer when Database Software is ready for use by Customer Perform

Create directory structure and/or execute database definitions Perform   Enable the application functions, once installed and configured, to work with the Database Software and Customer's hosting environment Assist Perform

Establish standard database availability monitoring to assess the availability of database components Perform

Provide documentation for application and database components to be monitored for availability   Perform

Acquire any necessary certificates or keys necessary for authentication functions associated with the Database Software   Perform

Install any certificates or keys provided by Customer necessary for authentication functions associated with the Database Software Perform

Retain control and management of the Database Software support/administration IDs/object owner IDs Perform

- Ongoing Management and Support -

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Provide application software troubleshooting, problem determination, and problem resolution. Note, where the application software is third party software, IBM's responsibility will be limited to coordinating with the applicable vendor and managing such vendors resolution. Perform

Provide system software troubleshooting, problem determination, and problem resolution Perform

Assist Customer with Database Software in problem determination of application problems and notify Customer once a problem is suspected to be an application problem Perform Assist

Provide database troubleshooting and problem determination Perform   Contact appropriate IBM support organization for all database related problems after problem has been recorded in the problem management system with key problem- related data by IBM's call management center Perform

Determine backup/recovery plan   Perform Implement backup/recovery plan to allow point in time recovery or version recovery as determined by Customer Perform Assist

Provide application-level assistance in problem determination of Database Software problems   Perform

Assist Customer in application problem resolution through the implementation of database changes required by Customer Perform Assist

Apply fixes, PTFs and patches provided by Customer to correct database problems, as necessary, within the framework of the Project Change Control Procedures Perform

Install Database Software minor release upgrades for an already installed version of each database product using the IBM standard change control procedures (minor release upgrade is any change in the release number to the right of the point by the software manufacturer - e.g.: x.y) Perform

Provide any code promotions for application software code and all Content updates   Perform Install application software configuration changes, upgrades and patches, and any updates to Content. Notify IBM of any required database configuration changes needed as a result of the changes, upgrades and patches, and/or updates   Perform

Install system software configuration changes, upgrades and patches, and updates. Perform   Implement any required database configuration changes based on Customer's recommendations Perform

Provide all end user support including administration of application user Ids and groups and end user password resets   Perform

Provide requirements for pruning, rotation and/or archiving of any application and database log files   Perform

Implement any required pruning, rotation and/or archiving of any application and database log files Perform

Provide documentation for performance related parameter/configuration settings   Perform Implement initial database performance tuning and provide additional performance tuning based on analysis of performance metrics provided by Customer Perform Assist

Provide documentation on performance metrics and performance results that the application and database should be measured against, including any necessary tools and/or scripts to collect performance data   Perform

Implement automated performance monitoring and data collection Perform Assist Monitor Database Software components for availability and/or their presence in memory (up/down status) Perform

Assist Customer in testing efforts and monitoring of Customer-provided performance tools and metrics to determine if environment is properly tuned Perform Assist

Collection of performance and capacity data as provided by Customer's application(s) software Assist Perform

Implement performance enhancements to the specific Database Software based on documented tuning parameters and procedures supplied by Customer and specific to Customer application(s) Perform

Collection of performance and capacity data as provided by systems software Perform   Notify IBM within fifteen (15) minutes of a suspected a Database Software component problem   Perform

Monitoring application health and availability and functional testing of application   Perform Establish IBM as single point of contact with Database Software manufacturer   Perform Procure and keep current service contracts with the Database Software manufacturer for 24x7 maintenance and support including upgrades and updates/fixes. IBM will be named as a primary contact in the service agreement(s)   Perform

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Provide the appropriate support information for Customer contact and Database Software manufacturer support contact (IDs, contact names, telephone numbers, license numbers, etc.)   Perform

Implementation of any Database Software product major version upgrade (major version upgrade is any change in the version number to the left of the point by the software manufacturer - e.g.: x.y)   Perform

Establish single point of contact with application software vendor   Perform

Attachment B - Hosting Components

Part I - IBM Provided Infrastructure

e-business Hosting Center: Atlanta

Internet Bandwidth Internet access committed bandwidth 3 Mbps Number of registered IP addresses 1

Virtualized Firewalls Quantity 2 Model Cisco virtualized firewalls Failover Configuration Yes Number IPSEC VPN tunnels to be set up at the IBM data center (Customer to set up and manage the corresponding VPN tunnels at their sites)

1

Virtual Firewalls Switch Ports and VPN tunnels Quantity of pairs of active / passive virtual firewalls 3

Virtual firewalls and switch ports for Virtual servers, including firewall ports 1

Additional remote clients for VPN sessions 0 Additional site-to-site VPN tunnels 9 Private dedicated backend connection 0

Page 33 of 36

Part II - IBM- managed Base Components

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Part II - IBM- managed Base Components Server Base Components

e-business Hosting Center: Atlanta

Fully Managed Server Base Components Server Quantity 2 Model x3650 Processor 2 x Dual-Core Intel Xeon Processor X5260 (3.33GHz 6MB 1333MHz 80W) Memory 8 GB Local Disk drives · 2 x 73 GB Disk for OS Used for OS, not Customer data OS * Linux RedHat AS SAN connections? No NAS connection? No Fully Managed? Yes Administrative rights owned by IBM during steady state? Yes

Quantity 10 Model x3850 Processor 2 slots, 4x 3 GHz CPUs Memory 8 GB Local Disk drives · 3 x 73 GB 2.5 disk- 2 OS + 1 hot spare OS * Win2003 (Qty 6), Linux RedHat AS (Qty 4). SAN connections? Yes NAS connection? No Fully Managed? Yes Administrative rights owned by IBM during steady state? Yes

SAN Fabric and SAN Storage Base Components - Shared Environment SAN Fabric Number of servers connected to the SAN 10 Number of SAN switch Ports 20

SAN Storage Base Components - Shared environment SAN Storage - Shared Amount of usable space to be allocated, in GB 1600 GB

Raid Level Raid5 (standard)

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Part III - Customer Components Customer will provide all Content and all components not specified as IBM provided infrastructure or IBM provided Base Components in Part I or Part II of this Attachment B.

Page 35 of 36

Attachment C - Charges

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009





Attachment C - Charges

One-time Charges One-time charges for Managed Hosting Services of $81,217.00 will be invoiced in January 2009 and payable in accordance with section 5.2 Payment. Monthly Recurring Charges Monthly recurring charges for Managed Hosting Services of $37,000.00 will begin on the Hosting Service Ready Date and may be prorated based on the date during the month that Managed Hosting Services commence, change, or end. Usage Charges

Additional hourly support Operational Assistance Per Hour $89.10 SmartHands (systems administrative and technical assistance) Per Hour $188.02 Operational DBA Per Hour; MS SQL $204.37 Charges for additional hourly support requested by Customer, if any, (support that is outside the scope of services included in the monthly recurring charges specified above) will be due as incurred. IBM will charge for additional hourly support in fifteen (15) minute increments. b. Peak Bandwidth Usage Peak Bandwidth Usage charges for data traffic in excess of Committed Bandwidth are due as incurred.  IBM will determine Peak Bandwidth Usage charges each month by subtracting the Committed Bandwidth from the Peak Bandwidth Usage for that month and multiplying the difference by the Peak Bandwidth Usage rate of $147.14.00 per Mbps. c. SmartHands hourly support Charges for SmartHands hourly support requested by Customer, if any, will be due as incurred. IBM will charge for SmartHands hourly support in fifteen (15) minute increments. d. Additional Hourly Database Support Charges for additional hourly database support (Additional Hourly Database Support) requested by Customer, if any, (database support that is outside the scope of database support hours included in the monthly recurring charges) will be due as incurred. IBM will charge for Additional Hourly Database Support in fifteen (15) minute increments. Termination Charges In the event the Customer elects to terminate this Agreement, or any portion of the Services described herein, for convenience, Customer will pay the applicable termination charges as set forth in the table below. 3-year (thirty six (36) month) Term: For termination: For any terminated Services, Customer will be charged:

prior to first anniversary of the Hosting Service Ready Date four (4) months' applicable recurring monthly charges plusany unpaid One Time Charges from the first anniversary of the Hosting Service Ready Date and prior to the second anniversary of the Hosting Service Ready Date

three (3) months' applicable recurring monthly charges

from the second anniversary of the Hosting Service Ready Date and prior to the expiration of this Agreement two (2) month's applicable recurring monthly charges

Page 36 of 36

Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009

Answer:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?