v2023.

General Terms and Conditions (“GTC”)

A. GENERAL DEFINITIONS

1. “Acceptance” of a PO by PDF or that PDF “Accepted” a PO means that PDF, after receiving
Licensee’s PO, either (i) delivered one or more items listed on the Quote referenced in such PO or
listed in the PO, or (ii) notified Licensee of PDF acceptance of such PO, whether by email or
indicating such acceptance in Licensee’s PO system.

2. “Affiliate” means an entity that is Controlled by Licensee, Controls Licensee, or is under common
Control with Licensee; provided that an entity is an Affiliate only so long as such Control exists.

3. “Agreement” means (i) in general, the main document referencing these GTC (p/k/a definitions and
boiler plate provisions) (e.g., Software License Agreement, or SaaS Agreement, etc.) and all
additional documents, terms, and conditions incorporated therein or herein, and (ii) for each Order
(as defined herein), the Quote referencing these GTC and all additional documents, terms, and
conditions incorporated therein or herein.

4. “Application” is sometimes used to refer to Hosted Software.

5. “Amendment” means a writing signed by an authorized representative of each Party specifically

referencing the Agreement and an intent to change/amend terms and conditions thereof. For the
avoidance of doubt, Orders are generally not Amendments, they each set forth specific Products and
Services the payment and delivery/performance of which is governed by the Agreement; provided
that any Order can be an Amendment (e.g., vary terms and conditions for an Order and going
forward for all subsequent Orders, or for just the specific Order) if such intent is expressly so stated
and it is signed by both Parties.

6. “ASC” or “Application Services Commitment” means the version of the document of the same
name referenced in an Order that includes Hosted Software and maintained on the same web page
as these GTC.

7. “Authorized Contractor” means a third-party contractor company providing services to Licensee that
require access to or use of the Software (otherwise in compliance with this Agreement) to perform
data/tool integration services for Licensee, provide that such company (A) is not a competitor or
potential competitor of PDF (as listed in PDF’s public filings with the Securities and Exchange
Commission including when such company continues to operate within or as an affiliate of a non-
company that acquires any such company or such company’s assets); (B) has entered into a written
agreement with Licensee or PDF requiring such company to protect the confidentiality of the Licensed
Materials and prohibiting such contractor from the unauthorized use or disclosure of the Licensed
Materials to at least the same extent as the provisions of this Agreement; and, (C) shall be deemed
an Authorized Contractor only for so long as such company remains engaged by Licensee and has a
need to have access to or use of the Licensed Materials to perform services for Licensee (otherwise
incompliance with the Agreement).

8. “AUP” means PDF’s Acceptable Use Policy for users of the Software via the CloudSite as posted at
www.pdf.com/working-with-pdf.

9. “Business Day” means any weekday other than a bank or public holiday in the State of California
(USA).

10. “Change of Control” means the sale of all or substantially all the assets of a Party; any merger,
consolidation or acquisition of a Party with, by or into another corporation, entity or person; or any
change in the ownership of more than fifty percent (50%) of the voting capital stock of a Party in one
or more related transactions.

11. “Cloud Software” means Hosted Software that Licensee has the right to access and use only via a
browser page, typically identified as “Cloud” in the name of the Product on an Order.

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12. “CloudSite” means the infrastructure managed by PDF and used by PDF to provide Licensee
access and use of the Hosted Software, the virtualization environments, the operating systems,
fileservers, and any other server software used to provide or secure the environment/Software, and
the computer hardware on which the Software, virtualization environments, operating systems,
fileservers, and any other server software are installed.

13. “Confidential Information” means Licensee Confidential Information or PDF Confidential

Information, or both, as applicable.

14. “Control” means that more than fifty percent (50%) of an entity’s shares or ownership interest
representing the right to make decisions for such entity are owned or controlled, directly or indirectly,
by the controlling entity.

15. “Customer Page” means the page of the Dataconductor.com Website through which Licensee shall
access the Applications.

16. “DataConductor.com Website” means the site on the World Wide Web (the “Web”) located at
Universal Resource Locator http://www.dataconductor.com through which PDF shall provide the
Service to Licensee under the terms of the Agreement.

17. “Designated Site” means Licensee’s facility at the address, or the geographical region, set forth on
an Order. In the case of a fabrication facility, the “Designated Site” is the Licensee’s building or
buildings that have a single, and the same, manufacturing execution system (MES).

18. “Designated Tool” means, with respect to PDF’s tool-specific software, the original manufacturing
tool on which such software was installed, unless a dongle is provided by PDF, in which case, any
manufacturing tool on which a valid dongle is currently installed.

19. “Documentation” means the user operating manuals and specifications in tangible, electronic or
other form for the Software, if and to the extent that PDF makes the same generally available to its
Licensees of such Software.

20. “Error” means a material failure of the Software to operate in accordance with the functional
specifications for the Software set forth in the applicable Documentation.

21. “Error Correction” means either (i) a code modification or addition that, when made or added to the
Software, corrects an Error, or (ii) a procedure or routine that, when observed in the operation of the
Software, eliminates, or reduces the practical adverse effect of an Error on Licensee.

22. “Eval Software” means one or more Products enabled by PDF by virtue of a Temp License File for
access and use by Licensee, provided that a Product is Eval Software only for as long so enabled at
no additional charge by PDF and restricted from use in production.

23. “GTC” means these general terms and conditions (previously, sometimes referred to as “definitions
and boilerplate provisions”).

24. “Hosted Software” (sometimes referred to as “Applications”) means Software and TPP hosted by
PDF (typically through a 3rd party provider, such as AWS, Oracle, or Google, etc.).

25. “HMS” means the services that PDF will provide for web-based hosting of Licensee Data and the
Hosted Software set forth in an Order that is described in the ASC for such Order for the Term of
such Order.

26. “Improvement” means, with respect to an item of Software, an enhancement, modification, addition,
add-on module, or other code meant to improve the functionality or usability of such Software. Without
limiting the generality of the foregoing, “Improvements” include loading scripts, pre-processors, and
the proprietary schema for related databases.

27. “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether

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registrable or unregistrable, registered or unregistered, including any application or right of

application for such rights (and these “intellectual property rights” include copyright and related
rights, database rights, confidential information, trade secrets, know-how, business names, trade
names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty
patents, utility models, semi-conductor topography rights and rights in designs).

28. “License” means the limited right to access or use Software granted by PDF pursuant to an Order or
Temp License File, as each is set forth for each type/level of Product in the General License Grants
(e.g., Tool/Equipment License, User License, Site License).

29. “License Year” means each consecutive 12-month period during the Term.

30. “Licensed User” means any individual that is an employee of Licensee and works exclusively for the
Licensee, provided that such individual has entered into an enforceable agreement with Licensee
requiring such individual to protect the confidentiality of the Software and Documentation, and
prohibiting such individual from the unauthorized use or disclosure of the Software and
Documentation, to at least the same extent as the provisions of any applicable confidentiality
agreement between PDF and Licensee, and shall be deemed a Licensed User only for so long as
such individual remains an employee of Licensee and has a “need to know” for the purposes of
exercising the rights granted to Licensee’s by PDF.

31. “Licensee Confidential Information” means all Licensee Data, and all other non-public, proprietary
information of Licensee or its Affiliates disclosed to, or learned by, PDF in connection with the
Agreement.

32. “Licensee Data” means all data, works, materials, and information: uploaded to or stored on the
CloudSite by the Licensee; transmitted by a third party to the CloudSite at the instigation of the
Licensee; supplied by Licensee to PDF for uploading to, transmission by, or storage on the
CloudSite; or generated by the CloudSite as a result of the use of the Hosted Software by Licensee
(excluding Performance Data).

33. “Limited Maintenance & Support Services” or “LMS” means those Critical Error correction and
technical support services only (rendered via telephone or email) that are otherwise described in
PDF’s standard M&S terms and conditions available on PDF’s web site (i.e. excluding, in any event,
enhancements, updates, upgrades, and other maintenance service); provided that PDF may (in its
sole discretion) achieve a desired Error Correction (to any Product) by delivering a more recent
version than that Licensed to Licensee, which has resolved such Error, in which event no additional
License in the newer version is granted by PDF (e.g., to any enhancements or Improvements to
functionality previously licensed) other than as directly necessary to implement the intended Error
Correction.

34. “M&S Services” or “Software Maintenance” or “Support Services” means those Error correction,
update, and technical user support services specified in PDF’s standard software maintenance and
support terms and conditions at www.pdf.com/support. In any case, M&S Services does not include
any Services to be provided On-Site. M&S Services are included in a TBL; M&S Services are not
included with a Perpetual unless itemized in an Order.

35. “Named User” means a Licensed User that has been issued a unique User ID to access the
Software.

36. “On-Premise Software” means Software that is digitally delivered (i.e. an executable of compiled
code) to Licensee and installed On-Site (e.g., on a server at Licensee’s facility).

37. “On-Site” means facilities owned or operated by Licensee.

38. “Order” means PDF’s authorized and official list of the specific Products and Services that Licensee
is committed to license or purchase, as applicable, as follows:

• formed by attaching an “initial order” to the Agreement as an exhibit/attachment when initially

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entered into, which exhibit/attachment lists the specific Products and Services that Licensee is
committed to pay for (with the prices therefor), and that PDF is committed to deliver/perform,
which is so committed upon both Parties’ signatures thereon;

• formed by PDF’s Acceptance of a PO that references a Quote by “Quote ID” number (e.g.,
xxxxx-00xxxxx), which Quote lists the specific Products and Services that Licensee is
committed to pay for (with the prices therefor), and that PDF is committed to deliver/perform,
which is so committed upon PDF’s Acceptance of such PO (regardless of whether such PO is
for the total price therein or a partial amount, e.g., the first year of a multiple year TBL);

• formed by an amendment to the Agreement that lists (on an exhibit/attachment thereto or

otherwise) the specific Products and Services that Licensee is committed to pay for (with the
prices therefor), and that PDF is committed to deliver/perform, which is so committed upon
both Parties’ signatures thereon;

• formed by PDF’s Acceptance of a PO for one or more Products that does not reference any
Quote, in which case the committed Product(s) is(are) the generally, commercially available
Product(s) directly or reasonably associated with the name on the PO (and the for the duration
set forth therein, e.g., 1 year TBL, or perpetual, etc.), which is committed upon PDF’s
Acceptance of such PO; or,

• formed by PDF’s Acceptance of a PO for one or more Services that does not reference any
Quote, in which case the committed Services is the generally, commercially available Service
described herein that is directly or reasonably associated with the name on the PO (e.g.,
installation = Installation Services; integration = professional engineering for data integration
sold by an 8-hr day; or software maintenance and/or support = M&S Services), which is
committed upon PDF’s Acceptance of such PO.

39. “Order Date” means the date an Order is Accepted by PDF or is fully-executed, as applicable.

40. “PDF Confidential Information” means the CloudSite (but specifically excluding all Licensee Data
and User Information), Software, details about the HMS, and all other non-public, proprietary
information of PDF disclosed to, or learned by, Licensee in connection with the Agreement or any
Order or related to the sales and marketing efforts of PDF during the Term of the Agreement.

41. “Performance Data” means the data relating to use of the Software or how resources of the
components of the system are utilized, including, without limitation, system data about memory
usage, CPU usage, I/O of the database, error and other logs about system performance.

42. “Perpetual” means a License for an unspecified period, typically identified as such in the name of
the Product on an Order. Perpetuals are On-Premise Software.

43. “PO” means an authorized purchase order issued by Licensee (or it’s purchasing/paying agent). for
one or more items on a Quote (e.g., first year fees of a multiple year license), which references such
Quote by “Quote ID” number.

44. “Product” means each separately named PDF Software item listed on a Quote. Products are
Software.

45. “Product License Grants” means the specific access and use rights for the products included in an
Order that are defined for such products either in such Order or in the version of the document of the
same name referenced in such Order and maintained on the same web page as these GTC.

46. “purchase” as used herein means the license of software or right to receive services (i.e PDF does
not transfer any ownership of Software); except with respect to licenses to 3rd party software or
hardware purchased by PDF on behalf of Licensee and identified as sell/pass-through on an Order,
in which case, it means the transfer of ownership of such licenses/hardware to Licensee.

47. “Quote” means PDF’s validly authorized quote for Products and/or Services addressed to Licensee

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(or its Affiliate or purchasing/paying agent).

48. “Sandbox” means a duplicate, non-production environment provided by PDF in the CloudSite for
Enterprise-level HMS (as such level is indicated on the Order) for the purposes of testing the
feasibility and / or functionality of Software and the Exensio data integration environment.

49. “Service” means the professional services identified on a Quote to be provided by PDF to Licensee
during the Term (including, without limitation, HMS and M&S Services), the details of which are as
set forth therein, in documents incorporated by reference on such Quote (e.g., the ASC), and/or
further described in an SOW.

50. "Service-Period Expiration Date" means, for Services other than HMS, the “End Date” specified for
each such Service item in the Order Form, or, if none, then the latest to occur of (i) the last “End
Date” for TBL or Cloud Software in the Order, (ii) the one-year anniversary of the Order Date, in
each case, subject to extension as provided below.

51. “Software” means all PDF proprietary software whether specified in (i) an Order or (2) a Temp
License File, in each case, delivered by PDF to Licensee, and related database schemas,
configurations, data formats, scripts, and programs written to PDF’s APIs to load data into PDF’s
software (sometime called filter plans or templates), and including Improvements, Updates, and bug
fixes to each such item. Software includes Cloud Software, Eval Software, On-Premise Software,
and Temp Software.

52. “SOW” or “Statement of Work” means a description of the Services that PDF is to provide to Licensee
pursuant to (i) an Amendment that includes fees for such Services and incorporates the Agreement by
reference, which can be the SOW by itself if the SOW states as much and is signed by the Parties, or
(ii) an Order that generally lists such Services (and the fees therefore) and clearly refers to an SOW,
which can be attached to such Order as an exhibit/attachment or referred to by such Order and
entered into separately by the Parties (but not as a standalone Amendment, e.g., typically in this case
the fees are in the Order not in the SOW), which in either case, typically sets forth required inputs from
Licensee, PDF’s tasks/deliverables, and an estimated timeline for delivery; provided, however, that an
SOW that is not an Amendment cannot add Services that are not specified (with fees therefor) in an
Order.

53. “Taxes” mean applicable sales, use, withholding, value-added (VAT) or other tax, governmental duties,
penalties or other charges (excluding any tax based solely on PDF’s net income).

54. “TBL” means a License for a fixed duration of time, typically identified as such in the name of the
Product on an Order. TBLs are On-Premise Software.

55. “Temp License File” means PDF’s valid license file for Software, that enables short-term access to,
and use of, a Product by Licensee, usually for evaluation, training, or demonstration purposes only.

56. “Temp Software” means one or more Products enabled by PDF by virtue of a Temp License File for
access and use by Licensee, provided that a Product is Temp Software only for as long so enabled
at no additional charge by PDF. For the avoidance of doubt, if Software is restricted from use in
production, it is Eval Software not Temp Software.

57. “Term” means:

• for TBLs, the period that begins on the Start Date and ends on the End Date indicated on an
Order, unless first access to PDF’s digital download site and delivery of the first license key
files for such Software is later, in which case it begins on such later date and continues for the
stated duration (e.g., 12 months, if a “1-year” TBL);

• for Cloud Software, the period that begins on the Start Date and ends on the End Date
indicated in the Order, unless first credentialed access to the CloudSite (where such Hosted
Software is available) is later, in which case it begins on such later date and continues for the
stated duration (e.g., 6 months, if the Start Date was 1/1/2023 and the End Date was

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6/30/2023); and,

• for Perpetuals, the period that begins on the Start Date indicated on the Order, unless first
access to PDF’s digital download site and delivery of the first license key files for such
Software is later, in which case it begins on such later date, and in any case that continues
indefinitely, subject to the terms and conditions of the Agreement.

58. “TPP” or “Third-Party Programs” (sometimes referred to as “Third Party Software”) means the
software, libraries, databases, etc., delivered by PDF in conjunction with (as a separate download or
embedded in) PDF Software that are not proprietary to PDF (e.g., licensed to PDF for distribution
with PDF Software or freely available for use by the public, i.e. open source).

59. “Update” means any revision, update, release, enhancement, or other modification to the Software
that PDF generally makes available to licensees of the Software, including those licensed on a time-
based model that receive M&S Services from PDF. Update does not include any optional, separately
priced features/modules or software product with substantially new or additional significant features
that may be developed by PDF in the future and made generally available to its licensees as a
separate product/module (i.e. an upgrade).

60. “Usage-Based Additional Fee” or “UB-AF” means a fee, for Products or Services identified on an
Order as subject to such fee, for usage beyond the quantity expressly purchased/included (e.g.,
Committed Minimum) in an Order, as such fees are set forth in such Order.

61. “Usage-Based Pricing Details” or “UB-PD” means the specific measurement and reporting
requirements for the Products included in an Order that are priced by usage (e.g., WPU, THU, etc.)
and defined for such Products either in such Order or in the version of the document of the same
name referenced in such Order and maintained on the same web page as these GTC.

62. “User Information” means personally identifiable information entered by and/or collected from
Licensed Users while accessing or using the Software or associated with Licensee Data uploaded to
the Software .

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B. GENERAL CONTRACT PROVISIONS

1. Definitions. Capitalized terms used herein and not defined herein have the meanings given them in
the Agreement. In the event of a conflict between the definitions in the Agreement between PDF and
Licensee and these GTC, the meanings given in the Agreement shall control.

2. Quoted Pricing. The Products and Services and pricing in a Quote are guaranteed only through the
Pricing Expiration Date set forth in such Quote. However, at any time before the one-year
anniversary of the Quote Issue Date set forth in such Quote, PDF may in its discretion (a) Accept
Licensee’s (or, if applicable, Licensee's purchasing/paying agent's) PO issued after such date,
and/or (b), such Quote allows for signatures, countersign Licensee’s signed Quote, in either of which
case, the Products and Services and pricing in such Quote are deemed valid through the date of
such Acceptance/full-execution.

3. Services Performance and Expiration. If non-HMS Services in an Order depend on Licensee’s

availability or inputs, then the Parties will work together to schedule them to be performed on
mutually agreeable dates. All Services must be used on or prior to the Service-Period Expiration
Date. The total fees for non-HMS Services in an Order are due regardless of when (or in the case of
Services that depend on Licensee’s availability or inputs, if) the Services are performed/completed,
unless in the case of Services that depend on Licensee’s availability or inputs, such delay is due
solely to PDF's inability to accommodate Licensee’s schedule request that is submitted at least 120
days prior to the Service-Period Expiration Date, in which case, such Services will expire instead on
the date that is 120 days after such Service-Period Expiration Date. Licensee is not entitled to any
refund of fees for Services that have not been used in accordance herewith.

4. Purchasing/Paying Agents. In the event Licensee uses a purchasing/paying agent in connection

with an Order, such purchasing/paying agent shall not, and shall have no right to, accept delivery of,
access, or use the Software or receive any Services, even if identified as “Customer” on an Order (in
which case Licensee is identified as the “End User”). Licensee shall be liable for its
purchasing/paying agent’s compliance with the Agreement.

5. Hosted Software. Licensee has no right to receive, and PDF shall not deliver to Licensee (or allow
Licensee to download), an executable for any Cloud Software. Related to such Cloud Software,
however, PDF may allow Licensee to download certain de minimus accessory programs/utilities
(e.g., for assisting in data transfer to the CloudSite from the Licensee’s facilities). If a Tool or
Equipment type or model is specified on an Order, then mapping and driver Software only for such
type or model is included with the Software. Additional mapping and driver Software, e.g., for
additional tool/equipment types/models that are supported by PDF, may be purchased separately
from PDF.

6. Hardware Specs; Required Third Party Programs. Licensee acknowledges that On-Premise
Software requires servers, other hardware, and operating system software to run and that, while
PDF may provide specifications for such requirements, Licensee is solely responsible for acquiring,
providing, and maintaining such servers, other hardware, and operating system software
appropriately to run the Software. Further, most On-Premise Software requires an Oracle database
to operate or function as intended in the Documentation, and some Products may require other
Products (e.g., listed as a prerequisite on the Order), which, in each case, is not included unless
itemized on the Order. If the Oracle database (listed as Embedded Oracle) is not itemized on the
Order, Licensee acknowledges it is solely responsible for acquiring, providing, and maintaining such
database. Prerequisite Products and Embedded Oracle may usually be purchased from PDF.

7. Data Compatibility. Licensee acknowledges that Licensee Data that does not conform to the
standards in the Documentation may not be compatible for use with the Software without substantial
engineering and data integration work, which must be separately purchased from PDF unless
itemized in an Order and in sufficient quantities to complete such work. PDF does not guarantee the
success of any Services and where a number of days (or a not-to-exceed (NTE) number of person-
days (i.e. 8-hours)) is specified, PDF’s obligation ends at the completion of such time/effort.

8. Hardware and Peripherals. Certain Software may be delivered together with a dongle or GPIB
interface card or other hardware (including, in some cases, servers), which, (a) if included and not

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itemized on the Order as sold/passed-through, remain PDF property and are Licensed to Licensee
only for use in connection with validly-licensed Software during the Term for such Software, (b) if
identified as sold/passed-through, ownership of such hardware/peripheral passes to Licensee upon
payment therefore. In the case of a sale/pass-through, PDF passes through all manufacturer
warranties and purchased support for such hardware/peripheral and has no liability, and makes no
warranty, for such hardware/peripheral or support therefor. In the case of Licensed PDF property,
upon PDF's request, all Licensed hardware/peripherals provided by PDF in connection with use of
Licensed Software shall be returned to PDF at the end of the Term.

9. Third-Party Programs; Open-Source Licenses. Licensee acknowledges and agrees that certain
TPP provided with the Software may be available pursuant to the General Public License (“GPL”) or
other open-source license. The Agreement does not replace or otherwise amend any of Licensee’s
rights or obligations pursuant to the GPL or such other open-source license with respect to any use,
distribution, or sublicensing of any such TPP. With respect to TPP that are not licensed to the
general public (i.e. open source), the additional terms and conditions set forth in Section C of these
GTC apply (as applicable, i.e. whether Oracle Programs or other TPP). As used in Section C,
“Licensor” means PDF or PDF’s authorized reseller, distributor, or other channel partner with the
right to sub-license PDF Products directly to end users.

10. Notifications. Licensee shall not remove, or permit the removal, of any copyright or trademark notices
on any Software, Hardware, or Documentation. Each copy of Software and Documentation that
Licensee is permitted to make hereunder must contain the same proprietary or copyright notices that
appear on the Software and Documentation as furnished to Licensee by PDF.

11. Ownership. Notwithstanding anything to the contrary, Licensee acknowledges that, as between PDF
and Licensee, PDF has and shall retain all right, title and interest (including, without limitation, all
intellectual property rights) in and to the Software, Hardware, Documentation, and all works resulting
from any Services performed by PDF hereunder, regardless of whether such works were initiated or
implemented by PDF or Licensee or whether created specifically for Licensee’s use of the Software,
Hardware, or otherwise. All third-party licensors and suppliers retain all right, title, and interest in
TPP and all copies thereof, including all copyright and other intellectual property rights.

12. Purchase Orders. All POs are subject to PDF’s Acceptance. Licensee shall (directly or through its
paying agent, if applicable) issue and deliver to PDF one or more PO(s) according to the invoicing
schedule set forth in each Order. Failure to issue one or more such POs does not invalidate
Licensee’s obligation to pay the total price in the Order. In addition, Licensee shall issue and deliver
to PDF PO(s) in sufficient amounts to cover all actual travel and stay expenses due to PDF under
the Agreement and any Usage-Based Additional Fees provided for in, and due under, the
Agreement. Notwithstanding anything to the contrary, Licensee’s issuance of a PO for any Product or
Service set forth on a Quote evidences Licensee’s agreement to purchase all Products and Services
set forth on such Quote; in the event the Parties agree to reduce such obligation in any way, such
agreement is only valid if PDF notes such agreement on Licensee’s PO and signs such notation.
PO, even if Accepted by PDF, are not permitted to modify or vary the terms of the Agreement.
Notwithstanding anything to the contrary in any PO and PDF’s Acceptance of such PO, no additional
or different terms and conditions included on any PO shall be accepted by, or binding on, the Parties
without a valid Amendment of the Agreement, and all such terms are hereby rejected by the Parties.

13. Invoicing. PDF will submit invoices for the Software, Hardware, and Services set forth on each
Order with the timing or frequency set forth thereon or, if not included on the Order, upon initial
delivery of licenses for Software, delivery of Hardware, and the start of each type of Services. All
invoices are due and payable as set forth in the Agreement or Order or, if not included in either place,
Net 30 from invoice date. Licensee shall make all payments under the Agreement by wire transfer to
PDF’s bank account in United States Dollars. Amounts not paid in accordance herewith shall be
subject to a late charge equal to 1.5% per month (or the maximum allowed by applicable law,
whichever is less). Without prejudice to other remedies available, PDF reserves the right to suspend
Licenses to Software and performance and delivery of Services (including, without limitation, M&S
Services) until any payment delinquency is corrected. If Licensee is required to pay any Taxes,
Licensee shall pay such Taxes with no reduction or offset in the invoiced amount actually remitted to
PDF under the Agreement. If the event applicable law requires PDF to initially pay any Taxes related
to the Agreement, PDF will add such Taxes to its invoice. In the event applicable law imposes a VAT

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and requires or allows Licensee to self-asses such VAT, Licensee will bear the obligation to account
for VAT and will self-assess VAT under the reverse-charge mechanism on all sums due to PDF.
Consistent with the above allocation of obligations as applicable under the Agreement, the Parties
will exercise commercially reasonable cooperation in (i) effecting the intent of this paragraph, (ii)
communicating with tax authorities as appropriate, and (iii) obtaining for, or providing to, the
applicable Party government certificates, receipts, or other documents as appropriate. PDF's
obligation to provide Services and access to, use of, or license files for, as applicable, for Software
for any part of the Term for which PDF has not received payment in accordance with the invoicing
schedule and/or payment terms is excused (without liability and without change to Licensee’s
payment obligations).

14. Lapsed M&S Services. In the event that Licensee chooses not to renew M&S Services upon
expiration of the then-current M&S Services period and thereafter desires to reinstate M&S Services,
such reinstatement will require payment of all previously unpaid M&S Services fees through and
including the reinstatement period, and payment of an additional reinstatement fee equal to 33% of
such previously unpaid M&S Services fees. Reinstatement shall entitle Licensee to delivery of all
Updates and other M&S Services through the date of such reinstatement. Licensee shall have no right
to receive, and PDF shall have no obligation to provide to Licensee, any M&S Services during any
period for which Licensee is not current on M&S Services fees. Notwithstanding anything to the
contrary or the general provision of such services to other licensees, PDF shall have the right
hereunder, without any liability or penalty, to refuse to renew any lapsed M&S Services.

15. Remedies. Licensee recognizes and agrees that in the event of a breach or threatened breach by
Licensee of the Agreement, PDF may suffer irreparable harm for which monetary damages alone
would not adequately compensate PDF and, therefore, agrees that, in addition to all other remedies
available to PDF at law, in equity, by agreement or otherwise, PDF is entitled to immediate injunctive
or other equitable relief for the enforcement of any such obligation without the necessity of posting any
bond or other security. Nothing in this provision is intended or shall be interpreted to replace, waive,
lessen, or otherwise alter any obligations of the Parties set forth elsewhere in the Agreement.

16. Export Regulation. Licensee acknowledges that certain of the products, information, and/or
services that PDF may make available to Licensee may be subject to applicable export control or
related laws and regulations. Notwithstanding anything to the contrary, availability and any PDF
obligations to provide such items are subject to such laws and regulations, and the Parties agree
that in the event such laws and regulations restrict PDF from providing such items, PDF will be
excused from such obligation without liability, penalty, or compensation. Licensee confirms it will
comply with any such applicable laws and regulations, and without limiting the foregoing, (i) will not
export, reexport, transfer, or divert such PDF items to a country, entity, or individual without a
required license or other government authorization; and (ii) will not export, reexport, transfer, divert,
or allow any third party to use such PDF items in any activities related to the development,
production, storing or testing of nuclear, chemical or biological weapons or missiles. Licensee
certifies that it does not develop, produce, maintain, or use military items, that it is not a military end-
user, and that such PDF items are not intended for a military end-use or military end-user.

17. Storage. Storage related to Hosted Software is usually included with HMS and the specific
parameters of such storage are set forth in the Order. If “Storage” is separately itemized on an Order
(which may occur related to older PDF Products), then during applicable Term for such Storage,
PDF will provide regular storage utilization notifications by email to Licensee’s designated admin
user when storage usage exceeds 90% of the purchased Storage. In the event Licensee’s actual
storage exceeds 100% of purchased Storage, PDF shall invoice and Licensee shall pay for any
additional storage at the same per GB rate under which Licensee originally purchased the Storage,
in 50 GB increments, due immediately and payable within 30 days of the date of issuance of any
such invoice. PDF reserves the right to block any further data loading if Licensee does not make
timely payment of such invoice. Licensee may also purchase via Order any other services provided
by PDF related to the Hosted Software (e.g., installation and training) at additional fees set forth on a
future PDF quotation upon Licensee’s request. PDF shall back up all Licensee Data on the
purchased Storage at the times designated on PDF’s Support terms available at
www.pdf.com/support, and Licensee acknowledges and agrees that the Hosted Software will be
unavailable during this and other scheduled downtime, as well as during unscheduled downtime, i.e.
windows of unavailability, that may also occur.

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18. Logs and Verification. Upon PDF’s request, Licensee shall provide PDF with quarterly automated
logs of On-Premise Software usage to the extent any such data or reports are available through the
Software. In the event of Hosted Software, Licensee agrees that PDF may access the Software to
gather such information itself. Upon reasonable notice to Licensee and no more than once per year
(except upon specific cause), PDF and its representatives, at PDF’s expense, shall have a right to
review Licensee’s use of the Software to verify Licensee’s compliance with the terms and conditions
of the Agreement, and Licensee will provide PDF and its representatives with access to such
facilities, equipment, data, documentation, logs, records, reports and other information and materials
(whether tangible or intangible) as PDF or its representatives may reasonably request as necessary
for such review.

19. Audit Rights. During the term of the Agreement and for three (3) years after termination or expiration,
both Parties will maintain complete records of the number of Named Users, storage allocated, and
any other information reasonably required to calculate and track the fees (including Usage-Based
Additional Fees) and Services to be provided hereunder. Upon reasonable notice to Licensee, PDF
may audit the applicable records and accounts of Licensee during Licensee’s normal business hours
and in such a manner as to avoid unreasonable interference with Licensee’s business operations.
PDF shall bear costs and expenses associated with the exercise of its right to audit except that in
the event of an underpayment of more than ten percent (10%) of the amount due for the period
audited, Licensee shall pay all costs associated with such audit. In the event that PDF determines
that Licensee has underpaid any payment due under this Agreement, PDF shall notify Licensee in
writing of the alleged discrepancy. If there has been a shortfall, such shortfall shall be due and
payable (plus a late charge equal to one and one-half percent (1.5 %) per month, or the highest rate
permitted by law, applied until full payment is made) within thirty (30) days of such shortfall.

20. Independent Contractors. PDF and Licensee shall perform their obligations under the Agreement
as independent contractors, and nothing contained in the Agreement shall be construed to create or
imply a joint venture, partnership, principal-agent, or employment relationship between the Parties.
Neither Party shall take any action or permit any action to be taken on its behalf which purports to be
done in the name of or on behalf of the other Party and shall have no power or authority to bind the
other Party to assume or create any obligation or responsibility express or implied on the other Party’s
behalf or in its name, nor shall such Party represent to any one that it has such power or authority.

21. Non-Solicit. During the term of the Agreement and, in the event of termination, for one year following
such termination, Licensee agrees not to solicit, canvass, induce, or encourage directly or indirectly
any employee or contractor of PDF to leave the employment of PDF or, in the case of a contractor, to
contract directly with Licensee to provide similar services with respect to the Software.
Notwithstanding the foregoing, nothing shall prohibit (or be interpreted to prohibit) Licensee’s hiring
of any candidate that applies for a publicly-listed position without such inducement or
encouragement.

22. Discontinued Use. Upon expiration of any term-based License or any termination of the Agreement,
Licensee shall: (i) immediately discontinue use of the affected Software, Hardware, and
Documentation; (ii) promptly return to PDF, at Licensee’s expense, all tangible copies of the affected
Software, Hardware, and Documentation; (iii) promptly remove, permanently delete and otherwise
destroy all electronic copies of the affected Software, Hardware, and Documentation; and, (iv), if
requested in writing by PDF, execute and deliver to PDF within five (5) business days of such request
written certification of its compliance with the foregoing.

23. Effect of Termination. Absent the other Party’s material breach, no Party has the right to terminate or
cancel an Order once committed. In the event of no current Order, either Party may terminate the main
(umbrella) Agreement. Termination of such umbrella Agreement by either Party shall not act as a
waiver of any breach of the Agreement and shall not act as a release of either Party from any liability
for breach of such Party’s obligations under the Agreement. Neither Party shall be liable to the other
Party for damages of any kind solely as a result of terminating the (umbrella) Agreement, and
termination of the Agreement by a Party shall be without prejudice to any other right or remedy of
such Party under the Agreement or applicable law. In any event, liabilities that have accrued prior to
termination survive.

24. Entire Agreement. The Agreement contains the entire agreement between the Parties with respect

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to the subject matter covered therein and supersedes any and all prior and contemporaneous
communications, representations, agreements and/or undertakings, either verbal or written, between
the Parties in respect of the said subject matter. For the avoidance of doubt, statements in emails
are not binding PDF unless stated in an Order.

25. Severability and Limitations of Actions. In the event that any provision of the Agreement or the
application thereof to any person or in any circumstances shall be determined to be invalid, unlawful,
or unenforceable to any extent, the remainder of the Agreement and its application to other persons
shall not be affected thereby, and the remaining provisions of the Agreement shall continue to be
valid and may be enforced to the fullest extent permitted by law and the Parties agree in such event
to substitute forthwith the invalid, unlawful or unenforceable provision by such effective provision as
will most closely correspond with the legal and economic contents of the provision(s) so voided.

26. Notices. All formal notices and other communications required or permitted under the Agreement shall
be in writing and shall be mailed by certified or registered mail, postage prepaid, delivered either by
hand or by messenger, or transmitted by e-mail to the address on the signature page of the
Agreement, or at such other address as either Party shall have furnished to the other in writing
(including on an Order). All such notices and other written communications shall be effective (i) if
mailed, seven (7) days after mailing, (ii) if delivered, upon delivery, or (iii) if e-mailed, on the day
transmitted if by 5:00 pm in California (USA) on a Business Day or otherwise on the next Business
Day, provided that the notifying Party has verification of receipt.

27. Waiver. The waiver by any Party of a breach or default by the other Party of any provision of the
Agreement shall not be construed as a waiver by such Party of any succeeding breach or default by
the other Party in the same or other provision, nor shall any delay or omission on the part of either
Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a
waiver of any such right or remedy.

28. Assignment. Licensee shall not assign, delegate, or otherwise transfer (whether voluntarily, by
operation of law or otherwise) the Agreement, or any of its rights or obligations under the Agreement,
without the prior written consent of PDF. A Change of Control shall be deemed an assignment by
operation of law for the purposes of this provision. Any attempted or purported assignment,
delegation, or other transfer not in conformance with this provision shall be void and have no effect.
Subject to the foregoing, the Agreement shall be binding on the Parties’ successors and assigns.

29. Force Majeure. Except with respect to the Parties’ payment obligations, neither Party shall be
responsible for any delay or failure in performance to the extent that such delay or failure is caused
by fires, earthquakes, floods, or other acts of God or severe weather conditions, by war, terrorism or
other violence or acts a public enemy, by strikes or other labor disputes, by laws, orders,
proclamations, regulations, ordinances, demands, or requirements of any governmental authority, or
by any other cause beyond the reasonable control of such Party.

30. Attorneys’ Fees. If any legal action, including, without limitation, an action for arbitration or injunctive
relief, is brought relating to the Agreement or the breach thereof, the prevailing Party in any final
judgment or arbitration award, or the non-dismissed Party in the event of a dismissal without prejudice,
shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration
fees, and actual attorneys’ fees paid or incurred in good faith.

31. Language. Any action brought under the Agreement shall be conducted in the English language.

32. Electronic Signatures. The Agreement, Amendments thereto, and Order thereunder may be
executed electronically, which is deemed an original.

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C. THIRD-PARTY PROGRAMS

ALL THIRD-PARTY PROGRAMS:

1. Licensee shall only use Third-Party Programs for Licensee’s internal business operation, and only in
conjunction with the Software. Licensee shall not use the Third-Party Programs as essential
equipment in the operation of any nuclear facility, aircraft navigation or communication systems or air
traffic control machines, or any other use in which failure of software could lead to death, personal
injury or severe physical or environmental damage.

2. Licensee shall only allow access to the Third-Party Programs to that number of named or concurrent
users set forth with respect to the Third-Party Programs for which Licensor already made the
applicable payments.

3. To the extent applicable, the Third-Party Programs shall not be accessed by a person who is not an
employee of Licensee (or its Affiliate) or an Authorized Contractor.

4. Licensee shall only make that number of copies of the Third-Party Programs that is sufficient for the
licensed use and one copy of each program media for archival purposes, unless Licensee receives
directly from such Third-Party Program’s owner prior approval for additional copies. All such copies
of any part of the Third-Party Programs made by the Licensee under these GTC shall include the
proprietary rights notice appropriate to maintain such third-party owner’s right in such copy. This
obligation applies to copies, including without limitation to partial, merged, modified, archival, and
back- up copies.

5. Licensee is prohibited directly or indirectly from (a) assigning, giving, or transferring the Third-Party
Programs and/or any services ordered or an interest in them to another individual or entity, including,
without limitation, any affiliate or subsidiary of Licensee (in the event Licensee grants a security interest
in the Third-Party Programs and/or any services, the secured party has no right to use or transfer the
Third-Party Programs and/or any services); (b) using the Third-Party Programs for rental,
timesharing, providing subscription services, hosting or outsourcing; (c) removing, modifying or
combining any Third-Party Program’s markings or any notice of the third party owner’s (or its
licensor’s)proprietary rights; (d) making the Third-Party Programs available in any manner to any
third party for use in the third party’s business operations (unless such access is expressly permitted
by the Third-Party Program’s owner); and (e) passing title of the Third-Party Programs to any other
individual or entity.

6. Licensee shall not reverse engineer (unless required by law for interoperability), disassemble, or
decompile the Third-Party Programs. The foregoing prohibition includes but is not limited to review of
data structures or similar materials produced by the Third-Party Programs.

7. Licensee shall not to remove any proprietary, copyright, trade secret or warning legend from any
Third-Party Programs, related documentation, or copies thereof.

8. Licensee shall, upon any termination or expiration of the Agreement, discontinue all use and (i) destroy
and certify such destruction; or (ii) return to PDF all copies of Third-Party Programs and related
documentation.

9. Licensee shall not publish any results of benchmark tests run on the Third-Party Programs.

10. Each Third-Party Program owner (or its licensor) retain all ownership and intellectual property rights
to the Third-Party Programs and related documentation provided by such third party (including
through PDF). All modifications, enhancement or changes to products and related materials are and
shall remain the property of such Third-Party Program’s owner (or its licensor) without regard to the
origin of such modifications, enhancements, or changes. Licensee will not challenge ownership or
rights in and to the Third-Party Programs and related materials, including without limitations all
copyrights and other proprietary rights.

11. Third-party technology that may be appropriate or necessary for use with the Third-Party Programs

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is specified in the documentation or is otherwise notified by Licensor. Such third-party technology is

licensed, if at all, to Licensee under the terms of a separate agreement and not under the terms of
this Agreement.

12. Licensee agrees that Licensor shall have the right to (a) audit Licensee’s use of the Third-Party
Programs and report the audit results to such Third-Party Program’s owner as applicable, or (b) to
assign such audit right to the Third-Party Program’s owner (or its licensor) (in the event of any such
assignment, neither Licensor nor Third-Party Program’s owner (or its licensor) shall be responsible
for any of Licensee’s costs incurred in cooperating with such audit). Licensee agrees to provide
reasonable assistance and access to information in the course of such audit.

13. Licensee acknowledges and agrees that Third-Party Program’s owner (and its licensor, if applicable)
is not required to perform any obligation or incur any liability under the Agreement.

14. Licensee acknowledges that it has not relied on the future availability of any Third-Party Programs or
services in entering into its payment obligations under this Agreement.

15. Licensee acknowledges and agrees that the Uniform Computer Information Transactions Act is
excluded from application to this Agreement.

16. Each Third-Party Program’s owner (and licensors thereof, if applicable) disclaims (to the fullest
extent permitted by applicable law) such owner’s liability to Licensee for (a) any damages, whether
direct, indirect, incidental, special, punitive or consequential, or (b) any loss of profits, revenue, data
or data use, arising from the use of the Third-Party Programs.

17. Each Third-Party Program’s owner (and licensors thereof, if applicable) specifically makes no
representation or warranties regarding such Third-Party Programs.

18. Licensee agrees that each Third-Party Program and related documentation is such Third-Party
Program’s owner’s Confidential Information and shall not be used or disclosed to any other party
other than as allowed under the Agreement.

19. Licensee agrees to promptly notify Licensor and the Third-Party Program’s owner, if it believes or has
been made aware that there has been an infringement or attempted infringement of any of
Licensor’s or such owner’s proprietary marks and fully cooperate with Licensor and such owner
against such claim.

20. Licensee acknowledges and agrees that the Third-Party Program’s owner (and its licensors, if
applicable) is a designated (intended) third-party beneficiary of the Agreement. Licensee
acknowledges and agrees that Licensor may provide the Third-Party Program’s owner with a copy of
the Agreement (and/or excerpts thereof), additional agreements, including any addenda or
amendments thereto, and any Order or other purchase agreements between Licensor and Licensee
related to the Third-Party Programs, with any pricing information or any other information reasonably
deemed confidential or proprietary removed. Without limiting the generality of the foregoing, Licensor
may provide such owner information related to the Third-Party Programs and/or any services
provided to Licensee, including but not limited to, Licensee’s name, the Third-Party Programs and/or
any services provided to Licensee, the number of permitted users, the license levels, the license
grant to Licensee, any definitions related to licensing metrics, the date of Licensee’s order, and any
other information reasonably requested by such owner.

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ORACLE THIRD-PARTY PROGRAMS:

1. Third-Party Programs documentation is available online at http://partner.oracle.com.

2. If Licensee does not purchase technical support from Licensor for the Third-Party Programs, then
Licensor shall have no obligation to provide such support to Licensee. Licensee may choose to
purchase support services for the Third-Party Programs directly from Oracle, subject to the following
terms and conditions:

a. In order to avoid reinstatement fees, Licensee must purchase support services from Oracle at
the time Licensor distributes the Third-Party Programs to Licensee.

b. Licensee will be required to accept the terms of the then-current, standard Oracle License and
Services Agreement in conjunction with any order for Oracle support services. Support services
provided by Oracle directly to Licensee will be in accordance with Oracle’s Technical Support
Policies in effect at the time the services are provided.

c. The fees for support purchased by Licensee from Oracle shall be based on the list price found
on Oracle’s global price list for technical support for full use licenses of the Software, less the
Oracle’s standard E-Business customer discount (no other discounts shall apply). The price will
be based upon the price list that was in place on the actual date the license was purchased
from Licensor.

d. Purchasing support directly from Oracle and paying technical support fees equal to technical
support pricing for full use licenses without an application specific restriction does not entitle
Licensee to full use rights for the Third-Party Programs being supported. Oracle’s standard
policies for license upgrades must be followed if Licensee requires a full use license.

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