End User License Agreement

READ CAREFULLY. THIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL, THE USE OF WHICH IS SUBJECT TO THIS END USER SOFTWARE LICENSE AGREEMENT ("AGREEMENT"). USING THE COMPUTER PROGRAM CONSTITUTES YOUR AND YOUR COMPANY'S ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL TERMS, YOU MUST RETURN THIS PRODUCT, ALL MANUALS AND DOCUMENTATION, AND PROOF OF PAYMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF TOMAHAWK ROBOTICS, INC. SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU HAVE ORDERED THIS PRODUCT, TOMAHAWK ROBOTICS, INC.'S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON YOUR ASSENT TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.

GRANT

Subject to the terms of this Agreement, Tomahawk Robotics, Inc. ("Tomahawk Robotics") hereby grants to you ("Licensee") a limited, personal, nontransferable, nonsublicensable, nonexclusive license to use Tomahawk Robotics' software ("Software"), in object code form solely as such Software is embedded in equipment provided herewith and solely for your internal business purposes.

LICENSE RESTRICTIONS

Licensee may not, directly or indirectly: (a) modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or the underlying ideas or algorithms of the Software, except to the extent applicable statutory law expressly prohibits such restrictions; (b) create derivative works based on the Software; (c) use the Software for performing comparisons or other "benchmarking" activities; (d) copy, rent, lease, distribute, or otherwise transfer rights to the Software; (e) use the Software in violation of any applicable laws, rules, regulations or ordinances applicable to the Licensee or such Software; or (f) remove any proprietary notices or labels on the Software.

THIRD PARTY SOFTWARE

The Software may contain or be delivered with certain third party software ("Third Party Software") that is not licensed pursuant to the provisions of this Agreement and this Agreement may not be construed to grant any such right and/or license. Tomahawk Robotics will have no obligation whatsoever under this Agreement to support or maintain any such Third Party Software, nor will Tomahawk Robotics have any liability under this Agreement, regardless of the nature of the claim or the nature of the claimed or alleged damages, including, without limitation, direct, indirect, incidental, consequential or punitive damages, for any claim arising from or related to Licensee's use or distribution of the Third Party Software, and Tomahawk Robotics disclaims any and all representations and warranties, express, implied or statutory, with respect to any and all such Third Party Software, including without limitation, any warranties of merchantability, fitness for a particular purpose, system integration, data accuracy, title, non-infringement, quiet enjoyment, and/or non-interference. Licensee acknowledges and agrees that the foregoing disclaimers, limitations and exclusions of liability form an essential basis of the bargain between the parties, and that, absent such disclaimers, limitations and exclusions, the terms of this Agreement, including, without limitation, any economic terms, would be substantially different.

SUPPORT

Licensee may purchase support services for the Software from Tomahawk Robotics-authorized operators and/or resellers.

TITLE

As between the parties, Tomahawk Robotics and its licensors retain all right, title, and interest, including, without limitation, all intellectual property rights to the Software. Licensee understands that Tomahawk Robotics may modify or discontinue offering the Software at any time. The Software is protected by the copyright laws of the United States and international copyright treaties. This Agreement does not give Licensee any rights not expressly granted herein. This Agreement does not constitute a sale of the Software or any portion or copy of it.

LIMITATION OF LIABILITY

UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL TOMAHAWK ROBOTICS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM USE. TOMAHAWK ROBOTICS'S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY LICENSEE FOR THE SOFTWARE.

LIMITED WARRANTY

TOMAHAWK ROBOTICS HEREBY WARRANTS, FOR THE BENEFIT OF LICENSEE THAT THE SOFTWARE WILL CONFORM IN ALL MATERIAL RESPECTS TO THE SPECIFICATIONS FOR A PERIOD OF NINETY (90) DAYS FOLLOWING DELIVERY (BUT IN CASE OF RESALE BY AN APPROVED SOURCE OTHER THAN TOMAHAWK ROBOTICS, COMMENCING NOT MORE THAN 90 DAYS AFTER ORIGINAL DELIVERY BY TOMAHAWK ROBOTICS) WITH THE DATE OF SHIPMENT OF A PRODUCT BY TOMAHAWK ROBOTICS SET FORTH ON THE PACKAGING MATERIAL IN WHICH THE PRODUCT IS SHIPPED. EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS" AND THIS LIMITED WARRANTY EXTENDS ONLY TO THE SOFTWARE PURCHASED FROM AN APPROVED SOURCE BY A CUSTOMER WHO IS THE FIRST REGISTERED END USER. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSEE ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY, AND TOMAHAWK ROBOTICS'S SOLE AND EXCLUSIVE OBLIGATION, WITH RESPECT TO ANY BREACH OF THE FOREGOING WARRANTY SHALL BE TO REPAIR OR REPLACE SUCH SOFTWARE WITH SOFTWARE THAT MATERIALLY CONFORMS TO THE SPECIFICATIONS SUBJECT TO THE CONDITION THAT ANY ERROR OR DEFECT CONSTITUTING A BREACH OF THIS LIMITED WARRANTY IS REPORTED TO THE APPROVED SOURCE SUPPLYING THE SOFTWARE TO CUSTOMER, WITHIN THE WARRANTY PERIOD. TOMAHAWK ROBOTICS OR THE APPROVED SOURCE SUPPLYING THE SOFTWARE TO CUSTOMER MAY, AT ITS OPTION, REQUIRE RETURN OF THE SOFTWARE AND/OR DOCUMENTATION AS A CONDITION TO THE REMEDY. IN NO EVENT DOES TOMAHAWK ROBOTICS WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT CUSTOMER WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR INTERRUPTIONS. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, TOMAHAWK ROBOTICS DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE SOFTWARE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.

WARRANTY RESTRICTIONS

THIS WARRANTY DOES NOT APPLY IF THE SOFTWARE, PRODUCT OR ANY OTHER EQUIPMENT UPON WHICH THE SOFTWARE IS AUTHORIZED TO BE USED (A) HAS BEEN ALTERED, EXCEPT BY

TOMAHAWK ROBOTICS OR ITS AUTHORIZED REPRESENTATIVE, (B) HAS NOT BEEN INSTALLED, OPERATED, REPAIRED, OR MAINTAINED IN ACCORDANCE WITH INSTRUCTIONS SUPPLIED BY TOMAHAWK ROBOTICS, (C) HAS BEEN SUBJECTED TO ABNORMAL PHYSICAL OR ELECTRICAL STRESS, ABNORMAL ENVIRONMENTAL CONDITIONS, MISUSE, NEGLIGENCE, OR ACCIDENT; OR (D) IS LICENSED FOR BETA, EVALUATION, TESTING OR DEMONSTRATION PURPOSES. THE SOFTWARE WARRANTY ALSO DOES NOT APPLY TO (E) ANY TEMPORARY SOFTWARE MODULES; (F) ANY SOFTWARE FOR WHICH AN APPROVED SOURCE DOES NOT RECEIVE A LICENSE FEE; AND (I) SOFTWARE SUPPLIED BY ANY THIRD PARTY WHICH IS NOT AN APPROVED SOURCE.

TERM AND TERMINATION

This Agreement shall continue until terminated as set forth herein. Licensee may terminate this Agreement at any time. Tomahawk Robotics may terminate this Agreement immediately if Licensee violates any provision of this Agreement. Any termination of this Agreement shall terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all equipment, computers, hard drives, networks, and other storage media all copies of the Software, and shall so certify to Tomahawk Robotics that such actions have occurred. Except for the license and except as otherwise expressly provided herein, the terms of this Agreement shall survive termination.

CONFIDENTIALITY

Except as expressly allowed by this Agreement, Licensee will not use or disclose any Software or related technology, idea, algorithm or information except to the extent Licensee can document that it is generally available for use and disclosure by the public without any charge or license.

GOVERNMENT USE

If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software or any related documentation is restricted in accordance with the Federal Acquisition Regulation 12.212 for civilian agencies and the Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. The Software and documentation is a "commercial item", "commercial computer software" and "commercial computer software documentation." The use of the Software and documentation is further restricted in accordance with the terms of this Agreement, or any modifications thereto.

EXPORT CONTROL

Licensee shall comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of the United States or foreign agency or authority. Licensee will not export, or allow the export or re-export of the Software in violation of any such laws, restrictions or regulations.

MISCELLANEOUS

This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The failure of Tomahawk Robotics to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Tomahawk Robotics' rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without Tomahawk Robotics' consent and any action or conduct in violation of the foregoing shall be void and without effect. This Agreement shall be governed by and construed under the laws of the State of Florida, U.S.A. without regard to the conflicts of laws provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the state and federal courts in Virginia; Licensee hereby agrees to service of process in accordance with the rules of such courts.