Loan of Cobham product - rev002 Web.docx Page 1 of Commercial in Confidence

PRODUCT LOAN AGREEMENT

This Product Loan Agreement ("Agreement") is made and entered into by and between the company issuing a purchase order for services (hereinafter "Customer") and Domo Limited

trading as Cobham Surveillance, whose registered office is Brook Road, Wimborne, Dorset, BH21 2BJ (hereinafter "Licensor") for the loan by the Customer of the Product defined in the

Licensor’s offer, including all related documentation provided pursuant to this Agreement (hereinafter "Licensed Product(s)"). This agreement shall commence upon the date of acceptance

by Cobham of Customers purchase order (the “Effective Date”),

Therefore, in consideration of the undertakings given herein by the parties, it is agreed as follows:

1. The Customer is authorized to install and evaluate the Licensed Product(s) for

the period defined in the Licensor’s offer from the Effective Date (the “Loan

Period”), which shall entitle the Customer to receive the minimum services

indicated in clause 2 and those other services Customer may require to

complete said use of Licensed Product(s) being provided hereunder. Licensor

shall deliver the Licensed Product(s) to the Customer. For the avoidance of

doubt the usage of the Licensed Product(s) shall be exclusively performed on a

test environment and the Licensed Product(s) shall not be used on a live

production environment or used in regard to Customer client data processing or

transactions. .

2. Licensor shall provide the Customer with consulting services at the Time and

Materials billing rates specified in the Licensor’s offer commensurate with the

Customer’s requirements, to support its use of the Licensed Product(s) being

provided hereunder, such time to include time spent traveling in connection with

the consulting services. Such consulting services shall include, but are not limited

to, training, support and other services as agreed between the parties in writing.

3. The Customer agrees, at the conclusion of the Loan Period, to either:

3.1. enter into a license agreement with Licensor for a nonexclusive right to

use the Licensed Product(s) for periods and consideration as described in

the Licensor’s offer.

3.2. return all copies of the Licensed Product(s) in accordance with clause 6

below.

4. The Customer agrees to maintain the confidentiality of the Licensed Product(s)

and all other material and information provided by the Licensor. The Customer’s

obligation of confidentiality shall not apply to information which:

4.1. is already rightfully known to the Customer at the time of disclosure and

free of any obligation to keep it confidential;

4.2. is obtained by Customer from a third party without restriction and free of

any obligation to keep it confidential;

4.3. is in the public domain through no wrongful act of the Customer; or

4.4. is demonstrably independently developed by the Customer.

5. The Customer shall take all steps necessary to ensure that the Licensed

Product(s) and all other material and information provided by the Licensor, or

any portion thereof, are not made available to any other person, firm or

corporation, without the express prior written consent of Licensor. The Customer

agrees that it will not remove, alter, cover or distort any copyright or trademark

notice included in the Licensed Product(s) and all other material and information

provided by the Licensor as they are provided by the Licensor.

6. The Customer agrees that it has no right, title or interest in or to the Licensed

Product(s) or any other material and information provided by the Licensor,

except as expressly granted by Licensor herein, and Customer shall not

sublicense any rights in and to the Licensed Product(s) or any other material and

information provided by the Licensor to any third party nor encumber the

Licensed Product(s) in any manner whatsoever. The Customer shall not cause or

permit the reverse engineering, disassembly, or decompilation of the Licensed

Product(s) or otherwise cause or permit any attempt to derive, obtain or modify

the source code of the Licensed Product(s) (as applicable), except to the extent

permitted by law. The Customer will not without Licensor’s prior consent allow

any trade marks of Licensor or other words or marks applied to the Licensed

Product(s) to be obliterated, obscured or omitted nor add any additional marks

or words. Immediately upon the date of expiry of the Loan Period the Customer

shall return to the Licensor the Licensed Product(s) and all other material relating

to the Licensed Product(s) received by the Licensor under or pursuant to this

Agreement from the Licensor or any other source and all copies of any of them.

7. EXCEPT FOR DAMAGES ARISING FROM PERSONAL INJURY OR DEATH (WHICH

SHALL NOT BE LIMITED) OR DAMAGES TO TANGIBLE PROPERTY (WHICH

SHALL BE LIMITED TO £5,000,000 IN RELATION TO ANY SINGLE EVENT OR

SERIES OF RELATED EVENTS) ATTRIBUTABLE TO THE NEGLIGENT ACT OR

OMISSION OF THE LICENSOR, LICENSOR SHALL NOT BE LIABLE FOR ANY

DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING,

PERFORMANCE OR USE OF THE LICENSED PRODUCT(S) AND/OR SERVICES

PROVIDED PURSUANT TO THIS AGREEMENT.

8. Neither party shall use the name of the other in advertising or publicity releases

without securing the prior written consent of the other.

9. The formation, existence, construction, performance, validity and all aspects

whatsoever of the Contract or of any term of the Contract or of any non-

contractual obligations arising out of or in connection with it will be governed by

English law.

10. The intent of the Parties is to identify and resolve disputes promptly. Each Party

agrees to perform as follows:

10.1. to notify the other Party of any dispute in reasonable detail as soon as

possible after any dispute arises;

10.2. to negotiate in good faith to seek to resolve the dispute.

11. The Parties irrevocably submit to the exclusive jurisdiction of the courts of

England and Wales for the determination of any disputes arising out of or in

connection with this Agreement (including (without limitation) any dispute

regarding the existence, validity or termination of this Agreement and/or this

clause and any dispute regarding non-contractual obligations arising out of or in

connection with this Agreement). For such purposes, each Party irrevocably

waives any objection to the jurisdiction of those courts, and each Party

irrevocably agrees that a judgment or order of those courts in connection with

this Agreement is conclusive and binding upon it.

12. This Agreement constitutes the entire Agreement between the parties with

regard to the subject matter hereof and supersedes all previous agreements,

promises, proposals, representations, understandings and negotiations, whether

written or oral, between the parties respecting the subject matter hereof.

13. Each Party hereto represents that it has the full corporate power and authority

necessary to execute its respective undertakings as set out in this Agreement.

14. Should parts of this Agreement be or become void, ineffective or unenforceable

for any other reason, the validity of the remaining provisions shall not be

affected and the parties shall substitute for the invalid or voidable provision a

valid provision most closely approximating the economic effect and intent of the

invalid or voidable provision. Reference to a provision in this clause 13 shall, if

applicable, include part of a provision.

15. Clause headings are inserted for ease of reference only and shall be given no

effect in the construction of this Agreement. The masculine gender shall include

all genders and words and phrases indicating the singular shall, where the

context so admits, include the plural and vice versa.

16. The Parties undertake to transfer all rights and duties arising out of or in

connection with this Agreement to their legal successor, if any.