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GocuSign Envelope ID 6BE73965-BAEF-4791-B930-DABA97 14DC55
‘®” DARKTRACE

DARKTRACE MASTER CUSTOMER AGREEMENT
t{MPORTANT - READ CAREFULLY:

Please read the following legally binding Darktrace Master Customer Agreement (“Agreement”) between Darktrace Limited
(“Darktrace”} and the person or entity that has been granted rights under this Agreement (“Customer”) carefully. THIS
AGREEMENT WILL APPLY TO ANY QUOTE, PRODUCT ORDER FORM, ORDER ACKNOWLEDGEMENT, AND INVOICE, AND ANY SALE,
LICENCE, OR DELIVERY OF ANY APPLIANCES OR SERVICES BY DARKTRACE. By selecting the ‘accept’ option, installing or otherwise
accessing or using the Offering (as defined herein), Customer acknowledges that Customer has read, understands and agrees to
be bound by the terms and conditions of this Agreement. Where a reseller, service provider, consultant, contractor or other
permitted third party downloads, installs or otherwise uses the Appliance on Customer's behalf, such party will be deemed to
be Customer's agent and Customer will be deemed to have accepted all of the terms and conditions of this Agreement as if
Customer had directly downloaded, installed or used the Appliance.

lf Customer does not agree with the terms and conditions of this Agreement, Customer is not authorised to install the Appliance
or otherwise use the Offering for any purpose whatsoever. If Customer returns the unused Appliance and all accompanying
items in their original condition and packaging within twenty-one (21) calendar days of delivery by Darktrace, together with proof
of purchase, Customer may receive a full refund of any Fees paid.

Darktrace and Customer may be collectively referred to as the “Parties” or individually as a “Party”.

RECITALS

Whereas, Darktrace is the supplier of the Offering that is more fully described in the applicable quotation, ordering document,
or commercial terms schedule provided by Darktrace or its authorised reseller, as applicable, and accepted by Darktrace, which
identifies the Appliances and any Services ordered by Customer from Darktrace or its authorised reseller, as applicable, the term,
the respective quantities, the applicable fees, together with any other specifications or requirements and any other restrictions
(if any) (“Product Order Form”).

Whereas, Customer is interested in using the Offering for its internal use and Darktrace has agreed to Customer's use of the
Offering on the terms of this Agreement.

Now therefore, in consideration of the mutual covenants and the payment of Fees described herein, the Parties agree as follows:
1. DEFINITIONS

Certain capitalised terms used but not defined herein are as set forth in Appendix 1 to this Agreement.

2. EVALUATIONS AND BETA TESTING

The following terms in this Clause 2 apply to a Darktrace proof of value or technical preview of the Offering.

2.1. If Darktrace permits Customer to conduct a proof of value of any commercially-available Offering (the “Evaluation”), Customer
shall be granted a non-exclusive, non-transferable, non-sublicensable licence to use the Offering free of charge for evaluation
purposes only for a maximum of four (4) weeks, or such other duration as specified by Darktrace in writing at its sole discretion
(the “Evaluation Period”). Except for the foregoing, Darktrace does not grant Customer any rights, implied or otherwise in or
to the Offering in respect of an Evaluation. Customer must keep the Appliance free from liens, will be responsible for any
damage to such Appliance during the Evaluation Period {reasonable wear and tear excepted) and will carry insurance coverage
{all risks) in an amount equal to the fuil replacement value of the Appliance. On the expiry of the Evaluation Period, and unless
the Parties agree to a subsequent purchase of the Offering, Customer shall return the Appliance to Darktrace securely and
properly packaged, with carriage (and insurance at Customer's option} and this Agreement wili terminate.

2.2. if Darktrace provides Customer with a new product or new version of the Offering for technical preview or beta testing purposes
(a “Preview Product”), Customer may use the Preview Product for evaluation purposes, in a non-production test environment
only, for the period specified by Darktrace {the “Test Period”). Customer will test the Preview Product in accordance with
any conditions specified in the readme file for the software or any accompanying Documentation and will gather and report
test data, feedback, comments and suggestions to Darktrace. Customer's right to use the Preview Product will terminate upon
expiry of the Test Period. Darktrace does not warrant that it will release a commercial version of the Preview Product, or that
a commercial version will contain the same or similar features as the Preview Product.

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2.3.

24.

3.1.

4.2.

4.3.

°& DARKTRACE

Clause 9 and Clause 12 will not apply to Evaluations or Preview Products. APPLIANCES PROVIDED FOR THE PURPOSES OF
EVALUATION (“EVALUATION PRODUCTS”) AND PREVIEW PRODUCTS ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW: (i) DARKTRACE MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR
UNDERTAKINGS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RELATION TO SUCH
EVALUATION PRODUCTS OR PREVIEW PRODUCTS; AND (ii) IN NO EVENT SHALL DARKTRACE BE LIABLE TO CUSTOMER OR TO
THOSE CLAIMING THROUGH CUSTOMER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR
LOSS OF ANY KIND, OR ANY LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, LOSS OF OR CORRUPTION OF
INFORMATION OR DATA HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE}, EVEN IF DARKTRACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN CLAUSE 2.3 ABOVE IS HELD TO 8E INVALID
FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND DARKTRACE BECOMES LIABLE THEREBY FOR LOSS OR
DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT
EXCEED TEN THOUSAND POUNDS STERLING (£10,000).

OFFERING; ORDER PROCESS

Darktrace agrees to provide to Customer: (i) the number and type of Appliances; (ii) the Support Services; and {iii} the training
to be provided to Customer, if any, each as set out in the Product Order Form. The Product Order Form must be in writing and
reference this Agreement to be valid. The Product Order Form will be governed by this Agreement and any different or
additional terms presented with or in any communication, including but not limited to, Customer's purchase order, are deemed
null and void and of no effect unless the additional terms are agreed upon by the Parties in writing prior to acceptance of that
Product Order Form.

HARDWARE

Hardware Products. Unless otherwise agreed in the Product Order Form, use of the Hardware is included in the Fees. The
Hardware is provided solely as the medium for delivery and operation of the Software, and must not be used for any other
purpose. Customer will be granted a licence to the Software on the terms of Clause 5 below.

Delivery. Darktrace will use commercially reasonable efforts to ship the Appliance(s) on the agreed delivery dates {in partial
or full shipments); provided, however, that Darktrace will in no event be liable for any delay in delivery or for failure to give
notice of delay. Darktrace may withhold or delay shipment of any order if Customer is late in payment or is otherwise in
default under this Agreement. Darktrace will deliver the Appliance FCA (Incoterms 2010) to the agreed Sites. In the absence
of specific shipping instructions from Customer, Darktrace will ship by the method of its choice. Unless otherwise agreed,
Customer will pay and be exclusively liable for all costs associated with shipping and delivery including without limitation,
freight, shipping, customs charges and expenses, cost of special packaging or handling and insurance premiums incurred by
Darktrace in connection with the shipment of the Appliance(s) to Customer. Darktrace will identify itself in all documents
related to the shipment of the Appliance(s) as the exporter of record from the applicable jurisdiction of export, and Customer
(or its agent, as applicable) as the importer of record into the country of delivery.

Title to Hardware. Title to the Hardware will remain with Darktrace for the entire Term. Upon termination for any reason,
or on expiration of the Term, Customer shall return the Hardware to Darktrace, securely and properly packaged, with carriage
{and insurance at Customer's option) prepaid. Whilst the Hardware is in Customer's possession, Customer must (a) clearly
designate the Hardware as Darktrace’s property; (b) hold the Hardware on a fiduciary basis as Darktrace’s bailee; (c) store
and use the Hardware in a proper manner in conditions which adequately protect and preserve the Hardware; (d) insure the
Hardware against all risks to its full replacement value; and (e} not sell, charge, pledge, mortgage or otherwise dispose of the
Hardware or any part of it or permit any lien to arise over the Hardware (or part thereof) and keep the Hardware free from
distress, execution and other legal process.

LICENCE GRANT FOR THE SOFTWARE AND RESTRICTIONS

Licence Grant for Software. In consideration of the Fees paid by Customer to Darktrace, and subject to the terms and
conditions of this Agreement and the Product Order Form, Darktrace grants to Customer a non-exclusive, non-transferable,
non-sublicensable licence for the Term to: (i} install and use the Appliance on the Site(s) or an Outsource Provider's site(s) for
Customer's or its Affiliate’s internal business purposes (provided that neither Customer nor its Affiliates may use the Appliance
or the Services as a commercial product or for the benefit of an unaffiliated third party); (ii) make a commercially reasonable
number of copies of the Documentation; provided however, that Customer must reproduce and include all of Darktrace's and
its suppliers’ copyright notices and proprietary legends on each such copy;.

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5.2.

5.3.

5.4.

5.5.

6.2.

6.3.

DARKTRACE

Licence Restrictions. All Software is licensed, not sold. The restrictions in this Agreement represent conditions of Customer's
licence. Unless otherwise specified in the Product Order Form or the Documentation, the Software is pre-installed on the
Hardware and Customer agrees to use the Software solely in conjunction with such Hardware and not separately or apart from
the Hardware. Customer specifically agrees not to: (i) sub-licence, rent, sell, lease, distribute or otherwise transfer the Software
or any part thereof or use the Offering, or allow the Offering to be used, for timesharing or service bureau purposes or
otherwise use or allow others to use for the benefit of any third party (other than Customer's Affiliates); (ii) attempt to reverse
engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of the Software or
Third Party Software (other than the GPL Software) or any portion thereof, except as required to be permitted by applicable
law; (iii) modify, port, translate, localise or create derivative works of the Software, the Third Party Software, the
Documentation; {iv) use the Offering: {a} in violation of any law, statute, ordinance or regulation applicable to Customer
(including but not limited to the laws and regulations governing publicity or privacy, export/import control, federal, state and
local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems are
scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer); or (b) negligently,
intentionally or wilfully propagate any virus, worms, Trojan horses or other programming routine intended to damage any
system or data; (v} remove or modify any acknowledgements, credits or legal notices contained on the Appliance or any part
thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software
installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means
(other than Darktrace approved APIs), including without limitation any script, spider, “screen scraping,” or “database scraping”
application or gain or attempt to gain non-permitted access by any means to any Darktrace computer system, network, or
database; and (viii) file copyright or patent applications that include the Offering or any portion thereof.

Affiliate Use. Darktrace acknowledges and agrees that the Offering may be used for the benefit of Customer Affiliates
incorporated on or before the Effective Date of the Product Order Form. Such Customer Affiliates will be entitled to utilise
the Offering in the same way as Customer under the terms of this Agreement. To the extent that any such Customer Affiliate
utilises the Offering in accordance with this Clause 5.3 Customer {acting as agent and trustee of the relevant Customer
Affiliate) will be entitled to enforce any term of this Agreement and recover all losses suffered by such Customer Affiliate
pursuant to this Agreement as though Customer had suffered such loss itself, provided that in no event may Customer make
multiple recoveries in respect of the same loss.

Outsource Provider. in the event that Customer contracts with any third party service provider(s) such as an outsourcer,
hosting, managed service, or collocation service provider or other information technology service provider for the
performance of information technology functions (each, an “Outsource Provider’), Customer may permit such Outsource
Provider to exercise all or any portion of the rights granted in Clause 5.1 above solely on Customer's or its Affiliates’ behalf,
provided that, (i) the Outsource Provider will only use or operate the Offering for Customer's use subject to terms and
conditions that are consistent with the rights and limitations set out in this Agreement; and (ii} Customer will remain liable
for the acts and omissions of the Outsource Provider under this Agreement.

Third Party Software/ Open Source Software. Customer acknowledges that the Software may contain or be accompanied by
certain third-party hardware and software products or components (“Third Party Products”) including Open Source Software.
Any Open Source Software provided to Customer as part of the Offering is copyrighted and is licensed to Customer under
the GPL/LGPL and other Open Source Software licences. Copies of, or references to, those licences may be set out in a Product
Order Form, the Third Party Product packaging or in a text file, installation file or folder accompanying the Software. If
delivery of Open Source Software source code is required by the applicable licence, Customer may obtain the complete
corresponding Open Source Software source code for a period of three years after Darktrace’s last shipment of the Software
by sending a request to: Attn: Legal Department - Open Source Software Request, Darktrace Limited, Maurice Wilkes Building,
Cowley Road, Cambridge CB4 ODS, United Kingdom.

SERVICES

Installation. Darktrace will conduct its standard installation and test procedures to confirm completion of the installation of
the Appliance on Customer's or its Outsource Provider's site (“Installation Services”).

Support Services. Darktrace will provide the Standard Support Services for the Term and any Support Service Options
specified in the Product Order Form (collectively, the “Support Services”). Darktrace’s Support Services are further described
in the Support Services Data Sheet, which details Darktrace’s Standard Support Services and Support Service Options, and
their respective eligibility requirements, service limitations and Customer responsibilities.

CallHome. Darktrace’s Call Home feature is critical for certain Support Services. Darktrace will limit its access solely to the

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6.4.

7.2.

73.

7.4.

‘® DARKTRACE

extent relevant to Darktrace's provision of the Support Services, and such remote access will be subject to Customer's
reasonable policies and procedures provided to Darktrace in writing in advance. The Cail Home connection remains within
Customer’s complete control and is initiated by the onsite Appliance. It can be initiated and terminated at any time by
Customer.

DISCLAIMER. UNLESS EXPRESSLY AGREED, THE SERVICES DO NOT INCLUDE THE MONITORING, INTERPRETATION OR
CORRECTIVE ACTION WITH RESPECT TO ANY ALERTS GENERATED BY THE OFFERING. NO ADVICE, REPORT, OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM DARKTRACE OR THROUGH OR FROM THE SERVICES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER UNDERSTANDS THAT: (A) ANY OUTCOME
OF THE SERVICES INVOLVING SECURITY ASSESSMENT [IS LIMITED TO A POINT-IN-TIME EXAMINATION OF CUSTOMER’S
SECURITY STATUS; AND (B) THE SERVICES DO NOT CONSTITUTE ANY FORM OF REPRESENTATION, WARRANTY OR
GUARANTEE THAT CUSTOMER’S SYSTEMS ARE SECURE FROM EVERY FORM OF ATTACK, EVEN [F FULLY IMPLEMENTED.
CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT NOT ALL ANOMALIES / INTRUSIONS MAY BE REPORTED OR
PREVENTED.

FEES, PAYMENT AND TAXES

Fees. Fees are stated in the Product Order Form. No refunds will be made except as provided in Clause 9 and Clause 10.3
of this Agreement. Unless otherwise explicitly agreed in writing, fees are: (i) exclusive of sales and use taxes assessed by any
taxing authority in the jurisdiction(s) in which Customer is physically located and takes delivery of the Appliance or Services;
and (ii) exclusive of duties and shipping and handling fees, which uniess otherwise agreed will be the responsibility of
Customer. Should Customer be required under any law or regulation of any governmental entity or authority outside of the
United Kingdom te withhold or deduct any portion of the payments due to Darktrace, then Customer will increase the sum
payable to Darktrace by the amount necessary to yield to Darktrace an amount equal to the sum Darktrace would have
received had no withholdings or deductions been made..

Invoices and Payment. Unless otherwise stated in the Product Order Form, Customer will be invoiced the Fees from the
commencement date specified in the Product Order Form (the “Commencement Date”). Any other charges, such as out of
pocket expenses will be invoiced monthly in arrears. Invoicing will occur via email. Unless otherwise agreed in the Product
Order Form, Customer agrees to pay all undisputed amounts within thirty (30) days of Customer's receipt of the applicable
invoice by direct bank or wire transfer in accordance with the instructions on the invoice, and any bank charges assessed on
Customer by Customer’s bank. UNLESS PAYMENTS ARE MADE BY BANK OR WIRE TRANSFER, THEY MUST BE MADE
ANNUALLY iN ADVANCE. Darktrace may suspend or cancel performance of open orders or Services if Customer fails to make
payments when due, reserving all other rights and remedies as may be provided by law. Darktrace may impose late charges
on overdue payments at a rate equal to two percent (2%) per annum above the official dealing rate of the Bank of England,
calculated from the date payment was due until the date payment is made, and all reasonable expenses incurred in collection,
including legal fees.

Lapsed Fees. If Customer has lapsed in the payment of Fees due hereunder, Darktrace may suspend the provision of
Services and prior to recommencement of the Services by Darktrace, Customer will be responsible for paying all fees
associated with the Offering from the date such Services were stopped through to the then-current date.

Clause 7 shall not apply where Customer has purchased the Offering through a Darktrace authorised reseller.

INTELLECTUAL PROPERTY; OWNERSHIP

Intellectual Property. Except as expressly set forth herein: (i) this Agreement does not grant either Party any rights, implied
or otherwise, to the other's Intellectual Property; and (ii) Darktrace, its suppliers and licensors, retain all right, title and
interest in and to the Offering , and the Documentation and all copies thereof, including all enhancements, error correction,

new releases, updates, derivations, and modifications thereto (collectively, “Darktrace Intellectual Property”). Customer
agrees to inform Darktrace promptly of any infringement or other improper action with respect to Darktrace Intellectual
Property that comes to Customer's attention.

WARRANTIES

Hardware Warranty. Darktrace warrants to Customer that during the three (3) year period from the date of delivery of the
Appliance, the Hardware will perform materially in accordance with the applicable Datasheet.

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9.2.

9.3

9.4

9.5

9.6

10.

10.1.

10.2.

DARKTRACE

Software Warranty. Darktrace warrants to Customer that during a period of ninety (90) days from the date of delivery of
the Appliance, the Software will perform materially in accordance with the applicable Datasheet.

Services Warranty. Darktrace warrants to Customer that all Services will be performed with all reasonable care, skill and
diligence in accordance with generally recognised commercial practices and standards.

Exceptions. The warranties contained in Clause 9.1 and Clause 9.2 above will not apply if: (i) Customer's use of the Offering
is not in accordance with this Agreement; {ii) Customer fails to follow Darktrace’s environmental, installation, operation or
maintenance instructions or procedures in the Documentation; (iii) the Appliance has been subject to Customer's (or its
agent’s) abuse, negligence, improper storage, servicing or operation (including without limitation use with incompatible
equipment), reasonable wear and tear excepted; (iv) the Appliance has been modified, repaired or improperly installed
other than by Darktrace or any contractor or subcontractor of Darktrace; (v) Customer {or its agent} has failed to
implement, or to allow Darktrace or its agents to implement, any corrections or modifications to the Appliance made
available to Customer by Darktrace; or (vi) Customer (or its agent) has combined the Appliance with other software, services,
or products that are not provided by Darktrace or not otherwise specified in the Documentation, and, but for such
combination, the breach of warranty would have been avoided.

Remedies. If during the applicable warranty period contained in Clause 9.1 or Clause 9.2 above: (i) Darktrace is notified
promptly in writing upon discovery of an error in any of the Appliance, including a detailed description of such alleged error;
and {ii} Darktrace’s inspections and tests determine that the Appliance contains an error and it is not subject to any of the
exceptions set out in Clause 9.4, then, as Darktrace’s entire liability and Customer's sole remedy for such breach of warranty,
Darktrace will (at Darktrace’s option and sole expense) correct, repair or replace the Appliance within a reasonable time or
provide or authorise a refund of the unused portion of the Fees Customer has paid for the Offering following the return of
the Appliance to Darktrace and the Agreement will terminate. Any items provided as replacement under the terms of the
applicable warranty will be warranted for the remainder of such original warranty period. Darktrace will pay for, and will bear
all risk of loss of or damage to, the return shipment of the Appliance to Darktrace and the shipment of repaired or replaced
the Appliance to Customer. Customer agrees to provide prompt notice of any failure under Clause

9.3 and Darktrace will re-perform any Service that fails to meet the warranted standard.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS AGREEMENT, AND TO THE FULLEST EXTENT
PERMITTED BY LAW, NEITHER DARKTRACE NOR ANY OF ITS THIRD PARTY LICENSORS OR SUPPLIERS MAKE ANY
WARRANTIES, CONDITIONS, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE IN RELATION TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE..
DARKTRACE DOES NOT WARRANT THAT THE OPERATION OF THE OFFERING WILL BE ERROR-FREE OR UNINTERRUPTED.

INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT INDEMNITY

Darktrace indemnity. Darktrace will indemnify Customer, Customer’s Affiliates, and their respective officers, directors, and
employees (and any successors and assigns of the foregoing) (collectively, the “Customer Indemnitees”} against all
liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim
that the Software provided or made available by Darktrace under this Agreement , or its receipt, possession or use by any
Customer Indemnitee, infringes a European or U.S. patent, any copyright, or misappropriates any third party trade secrets.
The indemnification obligations of Darktrace will be subject to Customer: {i} notifying Darktrace in writing within twenty (20)
days of receiving notice of any threat or claim of such action; (ii) giving Darktrace exclusive control and authority over the
defence or settlement of such action (provided that: {A} any settlement will not entail an admission of fault or guilt by any
Customer Indemnitee; and (B} the settlement includes, as an unconditional term, the claimant's or the ptaintiff’s release of
Customer Indemnitees from all liability in respect of the claim); (iii) not entering into any settlement or compromise of any
such action without Darktrace’s prior written consent; and (iv) providing reasonable assistance requested by Darktrace at
Darktrace’s expense. Customer will be obliged to mitigate its losses insofar as is reasonable in the circumstances.

Exclusions. The obligations set out in Clause 10.1 do not apply to the extent that a third party claim is caused by, or results
from: (a) Customer’s combination or use of the Software that is the subject of the claim with other software, services, or
products that are not provided or authorised by Darktrace in writing, if the claim would have been avoided by the non-
combined or independent use of the Software that is the subject of the claim; (b) modification of the Software that is the
subject of the claim by anyone other than Darktrace or any contractor or subcontractor of Darktrace, if the third party claim
would have been avoided by use of the unmodified Offering or other intellectual property that is the subject of the claim;

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10.3.

10.4.

11.

11.1.

12.
12.1

DARKTRACE

{c) Customer's continued allegedly infringing activity after being notified thereof and being provided with modifications that
would have avoided the alleged infringement (which in implementing such modifications, Darktrace will use commercially
reasonable efforts to have substantially preserve the utility and functionality of the Offering or other intellectual property
that is the subject of the claim}; (d) Customer’s use of the Software that is the subject of the claim in a manner not in
accordance with this Agreement or the Documentation; {e) use of other than Darktrace’s most current release of the
Software that is the subject of the claim if the third party claim would have been avoided by use of the most current release
or revision release or revision.

Remedies. If Darktrace reasonably believes the Software infringes a third party’s Intellectual Property Rights, then
Darktrace will, at its option and at no additional cost to Customer: (a) procure for Customer the right to continue to use the
Software; (b) replace the Software; or (c) modify the Software to avoid the alleged infringement. If none of the options in
the previous sentence are commercially reasonable, Darktrace may terminate the licence for the allegedly infringing
Software and refund a pro rata refund of the Fees paid by Customer from the date a third party claim arose for the allegedly
infringing Software to the then-current date, whereupon this Agreement will automatically terminate.

THIS CLAUSE 1018 A COMPLETE STATEMENT OF THE CUSTOMER’S REMEDIES FOR THIRD PARTY CLAIMS FOR INFRINGEMENT
AS DESCRIBED IN CLAUSE 10.1.

CUSTOMER DATA; CUSTOMER UNDERTAKINGS AND INDEMNITY

Customer Data; Licence Grant. Customer will own all right, title and interest in and to the Customer Data and to the extent
such Customer Data is included in a Report, the actual content of such Report. For any Customer Data stored on the
Appliance, to the extent required to provide the Services, Customer grants to Darktrace a iimited, and non-exclusive licence
to access and use the Customer Data only to the extent necessary for Darktrace to perform the Services. Customer agrees
Darktrace may utilise the details of any Alerts occurring in Customer's network and any connected data source to develop
the Offering on an anonymised basis and excluding any Customer Confidential Information.

. Customer Security Obligations. In using the Offering or authorising its Outsource Provider and third parties to use it on

Customer's behalf, Customer (and not Barktrace) will be responsible for establishing, monitoring, and implementing security
practices to control the physical access to and use of the Offering and all Customer Data therein, including Personal Data.

. DATA DISCLAIMER; INDEMNITY. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE OFFERING, THE ACTIVITIES OF ITS

USERS AND FOR THE ACCURACY, INTEGRITY, LEGALITY, RELIABILITY AND APPROPRIATENESS OF ALL CUSTOMER DATA.
CUSTOMER EXPRESSLY RECOGNISES THAT DARKTRACE DOES NOT CREATE OR ENDORSE ANY CUSTOMER DATA PROCESSED
BY OR USED IN CONJUNCTION WITH THE OFFERING. CUSTOMER FURTHER ACKNOWLEDGES THAT DARKTRACE AND ITS
AFFILIATES DO NOT PROVIDE BACKUP SERVICES FOR CUSTOMER DATA AND CUSTOMER UNDERTAKES THAT IT SHALL BE
SOLELY RESPONSIBLE FOR BACKUP OF ALL CUSTOMER DATA. Customer will, at Customer's own expense, indemnify, defend
and hold Darktrace, its Affiliates, and their respective officers, directors, and employees, (“Darktrace Indemnitees”}
harmless from and against all liabilities, damages, and costs, including settlement costs and reasonable attorneys’ fees,
incurred by reason of Darktrace's compliance with the instructions of Customer with respect to the ownership, custody,
processing or disposition of the Customer Data by Darktrace, as applicable.

LIMITATION OF LIABILITY
LIMITATION OF LIABILITY. SUBJECT TO THE REMAINDER OF THIS CLAUSE 12, EACH PARTY'S MAXIMUM LIABILITY TO THE

OTHER PARTY FOR ANY AND ALL CLAIMS, LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE}, BREACH
OF STATUTORY DUTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, IN
THE AGGREGATE, THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE TO DARKTRACE FOR THE OFFERING DURING THE THEN-
APPLICABLE TERM, EXCEPT THAT IN RESPECT OF (I) CLAUSE 11.3 (“DATA DISCLAIMER; INDEMNITY”) AND (il) CLAUSE 15 (“DATA
PROTECTION”) EACH PARTY'S LIABILITY TO THE OTHER FOR ALL SUCH BREACHES SHALL NOT EXCEED, IN THE AGGREGATE , THE
GREATER OF (A} THREE TIMES (3X) TOTAL FEES PAID OR PAYABLE TO DARKTRACE FOR THE OFFERING DURING THE THEN-
APPLICABLE TERM OR (B) ONE MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS ($1,500,000).

12.2.

EXCLUSION OF CONSEQUENTIAL DAMAGES. SUBJECT TO CLAUSE 12.3 BELOW, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY INDRECT OR CONSEQUENTIAL LOSS; OR ANY LOSS OF PROFITS; LOSS OF REVENUE OR BUSINESS; LOSS OF
GOODWILL OR REPUTATION; LOSS OF OR CORRUPTION OR DAMAGE TO DATA; LOSS OF MANAGEMENT TIME, HOWSOEVER
ARISING AND WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CORRUPTION OR

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Est. Impressions/

OUT OF HOME / Location Details Inventory ID] _City Size 4 Week Period | Cost/Period|* °f Periods} Total # of | Total NET | Production/Install | NET Cost +
(4wk) Impressions Cost Cost Production
(Enrollment)
Outfront - New Hampshire
N/S of Bridge Street and East Hollis Street F/E 53283A0 Nashua 10'x40' 438,404 $1,470.00 5,589,651 | $18,742.50
12.75 om “us
E/S 3 (D.W. Hwy) 500.00 ft N/O Mcgraw Br. F/S 53620AO | Merrimack| 10'x22' 136,752 $1,260.00 12 1,743,588 | $16,065.00 $2,735.00 $55,101.00
75 ™ —_ oe a
N/S 101A 2.00 mi W/O Jct 101 FAW 8692AJO Milford 6'x12' 110,596 $420.00 4,410,099 | $5,355.00
12.75 uu oe
N/S 111 & E Hollis & Hudson Street F /E OON21D Nashua 10'x24' 185,316 $950.00 2,409,108 | $12,112.50

12.75

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12.3.

13.
13.1.

13.2.

13.3.

13.4.

13.5.

13.6.

14.

14.1.

‘® DARKTRACE

DAMAGE.

Exclusions from Limitation of Liability. Nothing in this Agreement will exclude or limit either Party's liability for: (3) for death
or personal injury due to negligence; (ii) fraud; (iii} breach of Clause 14 (“Confidentiality”); (iv) breach of Clause 5 (“Licence
Grant for the Software and Restrictions”), (v} Gross Negligence or Willful Misconduct; or (vi) for any other matter in respect
of which liability cannot lawfully be limited or excluded. For purposes of the foregoing, “Gross Negligence” means the
performance or fatlure of performance by a party of a manifest duty at law (not being a contractual breach) with a wanton
and reckless disregard of the consequences of such failure as they may affect the life, property or right of the other party;
and “Willful Misconduct” means an action undertaken by a party with the malicious intent to cause harm to the other party.

TERM; TERMINATION

Term, This Agreement is effective from the Effective Date and will remain in force until: {i} expiry of the Evaluation Period
in accordance with Clause 2.1 above; or (ii) the end of the term specified in a Product Order Form (as applicable the “Term”).
In the event of extension or renewal of the Product Order Form, such extension or renewal shall be considered a new and
separate Term.

Expiration of the Term. Notwithstanding any provision of this Clause 13, Customer's right to use, and Customer’s access
to, the Appliance will automatically terminate on expiry of the Term unless and until Customer renews or extends the Term
for the Appliance.

Termination for Breach. Either Party may terminate this Agreement if: (i) the other Party is in material breach of the
Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or (ii) the other Party ceases
its business operations or becomes subject to insolvency proceedings, which proceedings are not dismissed within thirty
{30} days.

Termination or Suspension by Darktrace. Without prejudice to any other right or remedy available to Darktrace:

13.4.1. Darktrace may restrict, suspend or terminate Customer’s licence or use of the Offering without liability if a court or
other government authority issues an order prohibiting Darktrace from furnishing the Offering to Customer.
Customer’s obligation to pay Fees during any period of suspension under this Clause 13.4.1 will also be suspended.
In the event the Offering is suspended pursuant to this Clause 13.4.1 then provided it is lawful to do so, Darktrace
will inform Customer of the reasons for the suspension and will work with Customer to resolve such issues and re-
instate the Offering.

13.4.2, Additionally, Darktrace may terminate, suspend or limit Customer's licence grant or use of the Offering without
liability if Darktrace provides Customer with written notice that it has a reasonable suspicion that Customer is using
the Offering: {i} in breach of Clause 5.1 or Clause 5.2; or (ii) in a manner that is otherwise unlawful, and in each case
Customer does not cure the condition identified in such notice within five (5) business days.

Effect of Termination. Upon termination or expiration of this Agreement:

13.5.1. The Term and all other rights and licences granted by one Party to the other, and any Services provided by Darktrace
to Customer, will cease immediately;

13.5.2. Customer shall ensure all Customer Data is removed from the Appliance and return the Appliance to Darktrace in
accordance with Clause 4.3. DARKTRACE WILL NOT BE RESPONSIBLE FOR MAINTAINING OR PROTECTING ANY
CONFIGURATION SETTINGS OR DATA FOUND ON THE RETURNED HARDWARE OR COMPONENT PART OF THE
HARDWARE AND IT IS CUSTOMER'S SOLE RESPONSIBILITY TO DELETE ANY SUCH INFORMATION PRIOR TO RETURN;
and

13.5.3. All undisputed Fees owing to Darktrace at the date on which termination takes effect will become due and payable.

Survival. The following provisions will survive any termination of this Agreement: Clause 2 (“Evaluations and Beta
Testing”)"; Clause 5 (“Licence Grant For the Software and Restrictions”); Clause 7 {“Fees, Payments and Taxes”); Clause &
(“Intellectual Property; Ownership”); Clause 9.6 (“Disclaimer”}; Clause 10 (“Intellectual Property Rights Infringement
indemnity”); Clause 11,3 {“Data Disclaimer; Indemnity”); Clause 12 (“Limitation of Liability”); Clause 13.5 (“Effect of
Termination”); Clause 13.6 {“Survival’); Clause 14 (“Confidentiality;”); Clause 15 (“Data Protection”); and Clause 16
(“General Provisions”}.

CONFIDENTIALITY

Each party will treat the other party’s Confidential Information as confidential. Confidential information of one Party (the
“Disclosing Party”} may only be used by the other Party (the “Receiving Party”) for the purpose of fulfilling obligations or
exercising rights under this Agreement, and may only be shared with employees, agents or contractors of the Receiving

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15.

DARKTRACE

Party who have a need to know such information to support such purpose (“Representatives”). Each Party will procure that
any of its Representatives to whom Confidential Information is disclosed are bound by contractual obligations equivalent
to those in this Clause 14.1. Notwithstanding the foregoing, the Receiving Party shall remain liable for the acts or omissions
of its Representatives. Confidential Information will be protected using a reasonable degree of care to prevent unauthorised
use or disclosure for five (5} years from the date of receipt or (if longer) for such period as the information remains
confidential. These obligations do not cover information that: {i) was known or becomes known to the Receiving Party on
a non-confidential basis from a third party, provided that: (a) the Receiving Party has no knowledge that the third party is
subject to a confidentiality agreement with the Disclosing Party in respect of the information; and {b} such information is
not of a type or character that a reasonable person would have regarded it as confidential; (ii) is independently
developed by the Receiving Party without violating the Disclosing Party's rights; (iii) is or becomes publicly known other
than through disclosure by the Receiving Party or one if its Representatives in breach of this Agreement; or (iv) was lawfully
in the possession of the Receiving Party before the information was disclosed by the Disclosing Party. A party may disclose
Confidential Information to the extent disclosure is required by law or a governmental agency provided that, to the extent
it is lawful to do so, the Receiving Party notifies the Disclosing Party of the request giving it reasonable opportunity to
respond, and cooperate with the Disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure at the
Disclosing Party’s expense, and except for making such required disclosure, such information will otherwise continue to be
Confidential information. On termination of the Agreement, each Party will promptly return or destroy all Confidential
Information of the other Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information
as required by law; provided that, it uses commercially reasonable efforts to limit the disclosure to the minimum amount
of Confidential Information in order to satisfy the legal requirement; provided, further, that such legal requirement shall
not obscure the Disclosing Party's rights to seek a prospective order or equivalent, at law or in equity, in order to protect
its Confidential tnformation.

DATA PROTECTION

15.1. The Parties acknowledge that the Offering may be used to process Personal Data regulated by the Data Privacy Laws and the

16.
16.1.

16.2.

16.3.

Parties shall comply with the data processing requirements as set out in Appendix 2.

GENERAL PROVISIONS

Entire Agreement; Integration.

16.1.1. This Agreement, the appendices and any documents referenced herein, represent the entire agreement between
the Parties on the subject matter hereof and supersedes all prior discussions, agreements and understandings of
every kind and nature between the Parties and excludes, without limitation, any terms appearing on a purchase
order, invoice or other Customer paperwork or any other terms {in each case whether by way of conduct or
otherwise}. No modification of this Agreement will be effective unless in writing and signed by both Parties. Each
Party acknowledges and agrees that, in connection with the Agreement, it has not been induced to enter inte the
Agreement in reliance upon, and does not have any remedy in respect of, any representation or other promise of
any nature other than as expressly set out in this Agreement. Each Party signing this Agreement acknowledges that
it has had the opportunity to review this Agreement with legal counsel of its choice and there will be no
presumption that ambiguities will be construed or interpreted against the drafter.

16.1.2. Unless otherwise specifically agreed to in a writing signed by each of the Parties, in the event of any conflict or
inconsistency between this Agreement, an appendix hereto, any Product Order Form issued hereunder, and or any
document incorporated by reference, the order of precedence of the documents from highest to lowest is the
Product Order Form, this Agreement, any appendix hereto and the documents incorporated by reference.

Severability. The illegality or unenforceability of any provision of this Agreement will not affect the validity and
enforceability of any legal and enforceable provisions hereof.

Force Majeure. Neither Party will be liable for any failure or delay in performing services or any other obligation under
this Agreement, nor for any damages suffered by the other or a Customer by reason of such failure or delay, which is,
indirectly or directly, caused by an event beyond such Party’s reasonable control, riots, natural catastrophes, terrorist
acts, governmental intervention, refusal of licences by any government or other government agency, or other acts of god
(each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been avoided by the non-
performing Party through commercially reasonable precautions and cannot be overcome by the non-performing Party
through commercially reasonable substitute services, alternate sources, workarounds or other means. During the
continuation of a Force Majeure Event, the non-performing Party will use commercially reasonable efforts to overcome
the Force Majeure Event and, to the extent it is able, continue to perform its obligations under the Agreement.

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16.4.

16.5.

16.6.

16.7.

16.8.

16.9.

16.10.

16.11.

°° DARKTRACE

Notices. Any notice will be delivered by hand or sent by recorded delivery, registered post or registered airmail and
satisfactory proof of such delivery must be retained by the sender. All notices will only became effective on actual receipt.

Any notices required to be given in writing to Darktrace or any questions concerning this Agreement should be addressed
to: Attn: Legal Department, Darktrace Limited, Maurice Wilkes Building, Cowley Road, Cambridge CB4 ODS, United
Kingdom.

Rights of Third Parties. The provisions of this Agreement concerning restrictions on usage of the Offering and protection
of Intellectual Property Rights are for the benefit of and may be enforced by each of Darktrace, any Darktrace Affiliate and
the Darktrace Indemnitees. Except for the foregoing sentence, or as otherwise expressly set out in the Agreement, this
Agreement does not create any rights for any person who is not a party to it and no person who is not a party to this
Agreement may enforce any of its terms or rely on any exclusion or limitation contained herein.

Audit. Customer will permit Darktrace or an independent certified accountant appointed by Darktrace access, on written
notice, to Customer's premises and Customer’s books of account and records at any time during normal business hours
for the purpose of inspecting, auditing, verifying or monitoring the manner and performance of Customer's obligations
under this Agreement. Darktrace will not be able to exercise this right more than twice in each calendar year.

Independent Contractors. The Parties are independent contractors. Nothing in this Agreement will be construed to create
a partnership, joint venture, or agency relationship between the Parties.

Assignment. This Agreement may not be assigned by either Party without the written consent of the other Party.
Notwithstanding the foregoing, consent of the other Party will not be required for a transfer to an Affiliate of a Party or if
a Party undertakes an initial public offering, a sale of all or substantially all of its shares or assigns all or substantially all of
its business and assets to another entity that is not a direct competitor of the non-assigning Party. Any attempt to assign
this Agreement in violation of the foregoing will be null and void. This Agreement binds the Parties, their respective
Affiliates, successors and permitted assigns.

Governing Law. Any dispute or claim relating in any way to this Agreement will be governed by the Governing Law, and
adjudicated in the Governing Courts, as defined in the table below, and each Party consents to the exclusive jurisdiction
and venue thereof; save that (i) each party may enforce its or its Affiliates’ intellectual property rights in any court of
competent jurisdiction, including but not limited to equitable relief and (ii) Darktrace or its Affiliate may, bring suit for
payment in the country where the Customer Affiliate that placed the Product Order Form is located. Where arbitration
applies it shall be conducted in English, under the Rules of Arbitration of the International Chamber of Commerce (the
“ICC") by three arbitrators in accordance with Art 12 of said Rules. The award shall be final and binding on the Parties.
Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to
the arbitration, including the award, shall be held in confidence. Customer and Darktrace agree that the United Nations
Convention on Contracts for the International Sale of Goods will not apply.

Customer location (as stated in the | Governing Law Governing Courts

Product Order Farm)

United Kingdom The laws of England & Wales The courts of England & Wales

United States of America The laws of the state of | The state or Federal courts in
New York Manhattan, New York

None of the above The laws of England & Wales Arbitration at the ICC in London

Export Restrictions. The Offering is for Customer's use and not for further commercialisation, Customer acknowledges
that the Offering may be classified and controlled as encryption items under the United Kingdom’s Export Regulations and
other national regulations, Each Party will comply with all applicable laws regarding export-controtled items, and will not
export, re-export or import, directly or indirectly, any export-controlied items, or any direct product of them, nor
undertake any transaction hereunder in violation of any applicable export laws.

(TAR. Customer understands that employees of Darktrace and/or its suppliers may have access to native data to perform
the Support Services herein and represents that none of this data requires protection from access by foreign persons
because it contains technical information regarding defence articles or defence services within the meaning of the United
States International Traffic in Arms Regulations (22 CFR § 120) or technical data within the meaning of the United States
Export Administration Regulations (15 CFR §§ 730 - 774). If any of this data does contain any such information, Customer
will either lock down access to any such data and/or identify any folders containing such data as export-controlled

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