© Hexagon AB and/or its subsidiaries and affiliates. All Rights Reserved.

This License Agreement is Licensee’s proof of license.

IF THE LICENSEE HAS A VALID SIGNED LICENSE WITH HEXAGON PPM, THEN THAT WRITTEN LICENSE SHALL TAKE
PRECEDENCE AND GOVERN THE USE OF THE SOFTWARE.

Software License Agreement for Hexagon PPM Software Products

Licensee should carefully read the following terms and conditions before installing the Software Product. This Software License
Agreement is a legal agreement between the Licensee and Licensor (as defined herein) for the Software Product with which this
Software License Agreement is delivered. By installing, copying, downloading, accessing or otherwise using the Software Product,
Licensee agrees to be bound by the terms of this Software License Agreement (“Agreement”). If Licensee does not agree with
these terms, Licensee should promptly return this media package for a full refund.

LICENSE

Licensor provides the Software Product and licenses it to Licensee strictly for Licensee’s internal use and strictly in accordance with
this Agreement. Licensee assumes responsibility for the selection of the Software Product to achieve Licensee’s intended results
and for the installation, use, and results obtained from the Software Product. The Software Product is a proprietary product of
Licensor or relevant third parties and is protected by copyright laws and international treaty. Title to the Software Product, or any
copy, modification, or merged portion of the Software Product shall at all times remain with Licensor or such third parties. The
Software Product is licensed, not sold. Any loading, use, or operation of the Software Product, other than as specified herein, is
unauthorized and in violation of applicable copyright law and international treaty.

Definitions

a) 24 Hour Period means a period of time equal to 24 hours that begins when a licensed Software Product is accessed and
concludes when 24 hours has elapsed from the point of that access.

b) Concurrent-use allows a single User to access a software license at a time but said access is not restricted to a specific named
individual.

c) Day shall be measured at the SPLM server location and will begin at 12:00:00 AM (00:00:00 am Military time) and end at
11:59:59 PM (23:59:59 PM Military time).

d) Documentation means, whether in electronic or printed form, User's Guides, Installation Guides, Reference Guides,
Administrator's Guides, Customization Guides, Programmer's Guides, Configuration Guides and Help Guides either published
online or delivered with a particular Software Product supplied by Licensor to Licensee. Not all of the previous types of
Documentation are delivered with each Software Product.

e) Employee means, unless otherwise further defined for a specific license type, an individual employed by the Licensee on a
permanent or part time basis performing services for Licensee at the Site who has access within the Licensee computer
network firewall.

f) EPC means an Engineering, Procurement, and Construction company providing services to Licensee.

g) Hexagon Group Company means a company controlled directly or indirectly by Hexagon AB, a Swedish corporation.

h) Intergraph Smart® Licensing (ISL) means the client/licensing machine software that manages and tracks the license use
of application Software Product licenses for certain Licensor Software Products.

i) Journal File means an encrypted binary file produced by SPLM that captures the license use of Licensor’s software
applications. SPLM automatically produces the Journal File(s) and creates a new Journal File each time a new Key is installed.
The Journal File shows the start and stop time of use for each Licensor’s application license, the date of that use, the SPLM
that was used, the server that SPLM was running on, the computer id for the User accessing the license and the id of the
Person accessing the license.

Page 1 of 10
j) Key means an authorization code or a hardware device attached to a computer (dongle) for the purpose of authenticating the
software licensed hereunder. Each copy of a Software Product must have an available license in the Key in order to function.

k) Key Store means a container within Intergraph Smart® Licensing where a Software Product’s license Key is stored.

l) Licensee means the Person to whom this license has been granted by Licensor.

m) Licensor means Intergraph Corporation doing business as Hexagon PPM (“Hexagon PPM”) for all Software Products provided
hereunder except for SmartPlant, Intergraph Smart, EcoSys, and j5 Software Products in which case, Licensor means
Hexagon Technology Holding Center GmbH (“HTC”). HTC is a Hexagon Group Company and, as such, is an affiliate of
Hexagon PPM.

n) Owner/Operator means an entity that owns and/or operates a production facility that manufactures products for sale. Owner
/Operator activities are focused on running, maintaining, and optimizing the production facility which may incidentally (<10%
of operating costs) include plant engineering and design activities for that purpose. An entity in the business of designing,
engineering, constructing, manufacturing production facilities is not considered an Owner /Operator.

o) Person means an individual, partnership, limited partnership, firm, body corporate, government, government body, agency, or
instrumentality or unincorporated venture.

p) Site means, for the purposes of an Owner/Operator site license, a Licensee owned or operated manufacturing facility situated
solely within one country and comprised of physical assets (equipment, machinery, storage devices, etc.) located at one
physical address (street address) listed within the relevant quotation plus all associated physical assets (buildings, utility plants,
workshops, warehouses, etc.) complete with IT infrastructure (servers, workstations) within a one (1) mile radius of the
manufacturing facility.

q) SmartPlant License Manager (“SPLM”) means the client/licensing machine software that manages and tracks the license use
of application Software Product licenses for certain Software Products.

r) Software Product includes computer software and all of the contents of the files, disks(s), CD-ROM(s) or other media with which
this Software License Agreement is provided, including any templates, data, printed materials, and “online” or electronic
Documentation, all copies, and any upgrades, modified versions, and updates (which will be provided if the Software Product is
covered under a current Software Maintenance Support Agreement) of the Software Product.

s) Staff Augmentation means an extension of the Licensee’s Employee base by use of individual contractors that are temporarily
engaged by Licensee and working on a Licensee owned and/or operated facility for Licensee, provided that the instance of the
Software Product that such contractors access is within the Licensee’s firewall. Staff Augmentation may work on Site or
remotely provided they work within Licensee’s computing infrastructure and access that infrastructure via Licensee-provided
computing equipment/hardware.

t) User means the Licensee and its duly authorized Employees and Staff Augmentation.

License Grant. This Agreement grants Licensee one or more of the following non-exclusive and non-assignable licenses. The
sales quote line items and/or price list description pages attached to the sales quote and the “SW Installation Serial Number”
document included with the Software Product will designate the type of license granted.

a) “Standard Concurrent-use software” is designated by CS in the product description. Each license of CS software permits
Concurrent use of the licensed Software Product for up to 12 continuous hours a Day for SPLM or per 24 Hour Period for ISL.
Each license for CS Software Product permits a single Concurrent use on the specified type of workstation and operating
system. If Licensee has multiple licenses for the Software Product, then at any time Licensee may have as many copies of the
Software Product in use as Licensee has licenses. There is a single use of CS software when it is loaded into memory for
execution on a single workstation or remote application server. If the anticipated number of Users of the Software Product will
exceed the number of applicable licenses, then Licensee must have a reasonable mechanism or process in place to assure
that the number of persons using the Software Product concurrently does not exceed the number of licenses.

b) “Extended Concurrent-use software” is designated by CX in the product description. Each license of CX software permits
Concurrent use of the licensed Software Product for up to 24 hours a Day for SPLM or for up to 24 hours per 24 Hour Period
for ISL. Each license for CX software permits a single Concurrent use on the specified type of workstation and operating
system. If Licensee has multiple licenses for the Software Product, then at any time Licensee may have as many copies of the
Software Product in use as Licensee has licenses. There is a single use of CX software when it is loaded into memory for
execution on a single workstation or remote application server. If the anticipated number of Users of the Software Product will
exceed the number of applicable licenses, then Licensee must have a reasonable mechanism or process in place to assure
that the number of persons using the Software Product concurrently does not exceed the number of licenses.
c) “Concurrent Hosted Use Software for EPCs” is indicated by a CH-EPC in the product description. CH-EPC licenses are
available as a lease only and permits either:

1) A Person working on a project with Licensee, with the written permission of Licensor, or another Hexagon Group
Company authorized by Licensor, and Licensee, to use the CH-EPC license on the Licensee’s computing infrastructure to
access Licensee’s instances of the Software Product residing on the Licensee’s computing infrastructure to be used for the
purpose of said project.

OR

2) Licensee, with written permission of Licensor, or another Hexagon Group Company authorized by Licensor, and the
other Person, to access the CH-EPC license on the other Person’s instances of the Software Product residing on that
Person’s computing infrastructure, provided Licensee is working on a project with that Person and that is the purpose for
which the CH-EPC license shall be used.

Each CH-EPC license permits 24 hours a Day Concurrent use of the Software Product. Each CH-EPC license permits a
single Concurrent use on the Licensee’s or other Person’s instance of the Software Product residing on Licensee’s or other
Person’s computing infrastructure. If either Licensee or the other Person has multiple CH-EPC licenses for the Software
Product, then at any time Licensee or other Person may have as many licenses of the Software Product in use as it has
licenses. There is a single use of a CH-EPC license when it is loaded in memory for execution on a single workstation or
remote application server.

A CH-EPC license terminates at the end of the lease period or upon the Licensee or other Person ceasing to perform services
for Licensee or the other Person on the project or upon the CH-EPC licenses being removed from the Licensee’s or the other
Person’s computing infrastructure, whichever shall occur first.

d) “Concurrent Hosted Use Software for Owner/Operators” is indicated by a CH–O/O in the product description. CH-O/O
licenses are available as a lease or perpetual license and permits:

A Person working at/for a facility owned and/or operated by Licensee to use the CH-O/O license on the Licensee’s
computing infrastructure to access Licensee’s instances of the Software Product residing on the Licensee’s computing
infrastructure to be used for work at/for the facility owned and/or operated by Licensee.

Each CH-O/O license permits 24 hours a Day Concurrent use of the Software Product. Each CH-O/O license permits a
single Concurrent use on the Licensee’s instance of the Software Product residing on Licensee’s computing
infrastructure. If either Licensee or the other Person has multiple CH-O/O licenses for the Software Product, then at any
time Licensee or other Person may have as many licenses of the Software Product in use as it has licenses. There is a
single use of a CH-O/O license when it is loaded in memory for execution on a single workstation or remote application
server.

Licensee shall at all times host all CH-O/O licenses within Licensee’s computing infrastructure. All Licensee’s CH-O/O
licenses shall be kept on a SmartPlant License Manager (SPLM) server or Intergraph Smart® Licensing Key Store, that is
separate from Licensee’s non CH-O/O licenses. Notwithstanding the foregoing, separate SPLM servers are not required
for SmartPlant Foundation Named User licenses, Daily Tokens or for Smart® Materials prior to version 8.4.

A CH-O/O lease license terminates at the end of the lease period.

e) “Server software” is designated by VR in the product description. Each license for VR software permits a single copy of VR
software to be stored on hard disk and loaded for execution on the specified type of network server and operating system.
Each license for VR software permits a designated number of Users to simultaneously access the Software Product on the
network server. It is the responsibility of the Licensee to assure that no more than the licensed number of Users access the
VR software simultaneously at any one time.

f) “Single-use software” is designated by SU in the product description. Each license for SU software is assigned to the
computer/device that first accesses the SU license. The SU license will remain assigned to this computer/device until either
the Software Product is removed from the computer/device or the application returns the SU license. It is the responsibility of
the SPLM-based Licensee to ensure that SU software is not moved to a second computer/device until it has been completely
removed from the first computer/device.

g) “Named User software” is designated by NU in the product description. A Named User is defined as an individual employed by
the Licensee who is authorized by the Licensee to use the Software Product and associated Software Product programs on
the designated system under the terms of the License Agreement, regardless of whether the individual is actively using the
Software Product programs at any given time. The number of Named Users is determined by simply counting the number of
people who will have access to the Software Products.
 h) “Bundled Software Product.” Certain Software Products may be offered for licensing as a bundle. Software Product bundles
are indicated by a specific part number that corresponds to a product description in the price book indicating that the Software
Product is licensed as a bundle. Software Products licensed as a bundle may be used in any combination but at no time may
aggregate use of the Software Products exceed the number of bundled licenses purchased by the User. Not all Software
Products are available to be licensed as a bundle. Software Products sold as a bundle are still governed by a standard license
type contained in this Agreement, for example CS or CX.

i) “Process Run software” is designated by PR in the product description. A PR license runs as long as the single process for
which it is started. An additional PR license is needed for each application software process that is started. A PR license will
be considered used when started.

j) “Tag-Based Site License software” is designated by ST in the product description and is only available to a Licensee who is an
Owner/Operator and only for a Site having no more than the specific number of Tags as designated in the product description.
Each license for ST software permits a single copy of ST software to be stored on hard disk and loaded for execution. Each
license for ST software permits an unlimited number of Employees to access the Software Product locally or remotely on the
network server so long as such usage is specifically for the Site. The ST license includes the limited right of Staff
Augmentation to (1) use the Software Products specifically limited for performing services solely for the Licensee for the Site
and (2) subject to the terms of this Agreement. A Staff Augmentation’s right of use as set forth herein is terminated when it
ceases providing services for Licensee for the Site. For ST software, “Tag” means a unique logical location of functional
equipment including software functions within the plant control/safety systems, including but not limited to main equipment
(mechanical, electrical, automation, telecom, etc.), piping (including valves, blinds, supports, HVAC ducts and dampers),
electrical field equipment, instrument field equipment (including fire and gas detectors), telecom field equipment and cables.
Remote use of the Software Product(s) by anyone other than Employees or Staff Augmentation requires a Concurrent Hosted
Use Software for Owner/Operators license as set forth in d) above.

The language in Sections e and g above shall apply except for the license of the token version of SmartPlant Foundation
software. The token version of SmartPlant Foundation software is licensed as follows:

a) Token-based applications are licensed as "Server Software." Each license for Server Software permits a single copy of Server
Software to be stored on hard disk and loaded for execution on the specified type of network server and operating system.
Token-based applications may require the installation of client-based software on local user nodes (e.g., personal computers,
workstations, etc.). Such client-based software may be installed on an unlimited number of user nodes. Access to the
SmartPlant Foundation token-based application through these user nodes will require the following access mechanism:

(i) A "Daily Token" is an access mechanism that allows up to twelve (12) hours of continuous access (clock time) to the
Server Software after which time another Daily Token will be required. Daily tokens are used as an access mechanism in
the purchase model.

Licensee and Users may:

1) Copy the Software Product into any machine-readable or printed form solely for backup purposes in support of Licensee’s
licensed use of the Software Product;

2) Except for Owner/Operator site licenses, transfer the Software Product and license within Licensee’s Company (intra-
company transfer) as set forth in Hexagon PPM’s Software Transfer Policy (applicable for all Licensors hereunder). A
copy of the Hexagon PPM Software Transfer Policy is available upon request. If Licensee does transfer a seat or seats of
the Software Product, Licensee must at the same time either transfer all copies, modifications, or merged portions of the
seat(s) being transferred, in whatever form, to the same party, or Licensee must destroy those seats not transferred.
"Company" includes Licensee’s own company or a company or organization in which the transferring entity owns a fifty
percent (50%) or greater interest.

3) Use the Software Product only in accordance with Hexagon PPM’s academic license policy in those cases where an
academic license has been granted. This policy is available on request.

4) Install SPLM license Keys in a virtualized environment provided that the virtualized environment is configured in such a
manner to safeguard against duplication of the SPLM license Keys.

Licensee must ensure that all Software Products are installed and always remain on the computing infrastructure of the Licensee;
provided, however, that for a CH-EPC license type as described in paragraph (c)(2) of the above License Grant Section, the
Software Product shall be installed on the computing infrastructure of the Person who is authorized to host the license for the
Licensee.
Licensee must reproduce and include the copyright notice on any copy, modification, or portion of the Software Product merged into
another software program.
Licensee and Users may not:

1) Transfer the Software Product and license to another company or entity (inter-company transfer). If Licensee does transfer
possession of any copy, modification, or merged portion of the Software Product to another party except as expressly
provided herein, the license is automatically terminated.

2) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying user interface
techniques or algorithms of the Software Product by any means whatsoever, directly or indirectly, or disclose any of the
foregoing, except to the extent Licensee may be expressly permitted to decompile under applicable law in the European
Union, in order to achieve necessary operability of the Software Product with another software program, and Licensee has
first requested Licensor to provide the information necessary to achieve such operability and Licensor has not made such
information available. Licensor has the right to impose reasonable conditions and to request a reasonable fee before
providing such information. Any information supplied by Licensor or obtained by Licensee, as permitted hereunder, may
only be used by Licensee for the purpose described herein and may not be disclosed to any third party or used to create
any software which is substantially similar to the expression of the Software Product. Requests for information from Users
in the European Union with respect to interoperability should be directed to the Services group for the local Hexagon PPM
office or write Hexagon PPM, 305 Intergraph Way, Madison, AL 35758, USA.

3) Use, copy, modify, sell, or transfer the Software Product, or any copy or merged portion, in whole or in part, except as
expressly provided for in this Agreement.

4) Circumvent the licensing, Keys, files, and/or policy.

5) Offer the Software Product for use in a service bureau, or time-sharing environment or fee for service or access, e-
commerce or online basis.

6) Allow other Persons or employees of other Persons to access Software Product licenses residing on Licensee’s computing
infrastructure unless Licensor has granted the Licensee written permission to do so and other Person accessing Licensee’s
computer infrastructure has CH-EPC or CH-O/O licenses for said access.

7) Install CH-EPC licenses for one project on the same SPLM server or same ISL Key Store on which CH-EPC licenses are
installed for another project.

8) Mix CH-EPC or CH-O/O licenses with any other license type on the same SPLM server or ISL Key Store.

9) With regard to Owner/Operator site licenses, store data related to other Sites on the server upon which the Software
Product is loaded.

For SmartPlant Foundation licenses and Smart® Materials licenses prior to version 8.4, only the prohibitions of 1-6 above
shall apply.

ADDITIONAL LICENSE RESTRICTIONS

Some Software Products may have additional license restrictions that are incorporated herein by reference that are included on the
price page attached to the sales quote or found at the following website http://smartsupport.intergraph.com. Click on ‘View
Downloads’ and then, under ‘Useful Links’, click Additional License Restrictions.

ADDITIONAL INFORMATION

a) If the Software Product is purchased as an upgrade or provided as an update to a previous version of licensed software, the
Software Product may be used only to replace the previous version, and no additional license is granted. The Software
Product and the previous version may not be separately used or transferred to a third party.

b) For the continued use of some Software Products it may be necessary for Licensee to reregister and obtain new license Keys
from time to time.

c) In the event Licensee loses or misplaces a hardware device (dongle) that was provided by Licensor upon purchase of a
Software Product and Licensee wishes to continue using the associated Software Product, Licensee will be required to
repurchase the Software Product associated with the lost or misplaced hardware device.
DATA PROTECTION

Licensee acknowledges and agrees to the collection of data related to the following:
 a) Unauthorized use of the Software Products. Licensor takes measures to stop unauthorized use of Software Products
and/or the licensing mechanism thereof. The Software Product may include security mechanisms that are able to detect
installations and/or use of unauthorized copies of Licensor’s products. Data relating to such unauthorized use of the
Software Products may be transmitted to Licensor. This transmission occurs only when there is an unauthorized use of the
Software Product and only contains data that relates to the unauthorized use. The data collected in this section may
contain limited personal data.
b) Software Analytics. Licensor collects software analytics for measurement, analysis and reporting for the purposes of
understanding and optimizing the software.
c) Usage Reports. As applicable, to facilitate billing and usage purposes (particularly with leased Software Products),
Licensor collects data for the purpose of assembling usage reports and/or where the Software Product supports the
tracking of workflows, the Software Product itself may retain personal data in order to deliver the functionality in the
Software Product.

Other than necessary for enforcement of this license under a) or as required in order to deliver the functionality in the Software
Product pursuant to c), no personal data is collected or transmitted under this Section. By using the Software Products, Licensee
acknowledges and consents to collection of all data under this Section as well as the transmission to Licensor, or a Hexagon Group
Company authorized by Licensor, of the data described in (a), (b) and (c) above. Licensee further warrants that the necessary
mechanisms are in place to obtain all necessary disclosures and consents from any employees or third parties accessing the
Software Products and that Licensee has obtained such consents prior to allowing employees or third parties to use the Software
Products.

AUDIT

Licensor and/or any other Hexagon Group Company designated by Licensor shall have the right, during Licensee’s normal business
hours, to audit the Licensee’s use of the licensed Software Product and Licensee's compliance with the provisions of this Agreement.
Licensor and/or such other Hexagon Group Company must give Licensee thirty (30) days advance written notice prior to an audit.
The right of audit shall be limited to once per calendar year. Prior to the start of an audit, Licensor’s personnel, or a Hexagon Group
Company or third party personnel under the direction of Licensor, will sign a non-disclosure agreement to be provided by Licensee.
During the audit, such personnel or third party personnel, if applicable, will be provided reasonable access to both Licensee's records
and personnel. The cost of the audit shall be paid by Licensor or such Hexagon Group Company unless the results of the audit
indicate that Licensee has underpaid fees to Licensor or such Hexagon Group Company, in which case, the Licensee agrees to
promptly pay Licensor or such Hexagon Group Company such fees at the price previously agreed to for such licensed Software
Product and further agrees to bear all costs associated with the audit.

DOCUMENTATION

Licensor provides standard online Documentation for Software Products. Licensee has the right to print online Documentation as
needed for Licensee’s internal purposes.

TERM

The license is effective until terminated. Licensee may terminate this license at any time by destroying the Software Product
together with all copies, modifications, and merged portions in any form. The license will also terminate upon conditions set forth
elsewhere in this Agreement or upon (i) Licensee’s failure to comply with any term or condition of this Agreement, (ii) any
unauthorized transfer of possession of the licensed Software Product or any copy, derivative incorporation thereof, (iii)
circumvention of the Software Product protection device, if any exists, or this Agreement, or (iv) if Licensee fails to pay the
appropriate license fee(s). Upon termination of this Agreement, Licensee agrees to return to Licensor, or another Hexagon Group
Company designated by Licensor, or, at Licensor’s request, destroy the Software Product together with all copies, modifications,
and merged portions in any form.

WARRANTIES

Licensor warrants and represents that it has the right to grant this license. Additional warranties may be provided by the local
selling entity from whom Licensee purchased this license. The local selling entity of this license is solely responsible for any such
warranty, and Licensor and all other Hexagon Group Companies disclaims any liability therefor.

DISCLAIMER OF WARRANTIES

EXCEPT AS PROVIDED HEREIN, NEITHER LICENSOR NOR ANY OTHER HEXAGON GROUP COMPANY MAKES ANY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE PRODUCT, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT ANY PART OF THE ABOVE DISCLAIMER OF
EXPRESSED OR IMPLIED WARRANTIES IS INVALID, THEN LICENSOR AND ALL OTHER HEXAGON GROUP COMPANIES
DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES TO THE MAXIMUM EXTENT ALLOWED BY SAID LAW.

LIMITATION OF DAMAGES

IN NO EVENT WILL LICENSOR OR ANY OTHER HEXAGON GROUP COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OR
PRODUCTION, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR CLAIMS OF THIRD PARTIES, EVEN IF LICENSOR OR
HEXAGON GROUP COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES SHALL LICENSOR’S OR ANY OTHER HEXAGON GROUP COMPANY’S LIABILITY UNDER
THIS AGREEMENT EXCEED THE AMOUNT THAT LICENSOR OR A HEXAGON GROUP COMPANY HAS BEEN PAID BY
LICENSEE UNDER THIS AGREEMENT AT THE TIME THE CLAIM IS MADE. EXCEPT WHERE PROHIBITED BY
APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
MAY BE BROUGHT BY LICENSEE MORE THAN TWO (2) YEARS AFTER THE EVENT GIVING RISE TO THE CAUSE OF
ACTION HAS OCCURRED.

IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT ANY PART OF THIS SECTION IS INVALID, THEN
LICENSOR AND ANY OTHER HEXAGON GROUP COMPANY LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED
BY SAID LAW.

INDEMNIFICATION

In the event Licensee uses or allows access to a third party’s typeface or fonts for the purpose of proper viewing capability in its use
of Software Products, Licensee represents that it has obtained the appropriate license for such use or access from the relevant third
party. Licensee shall indemnify, defend and hold Licensor harmless from and against any third party claim brought against Licensor
that relates to Licensee’s use of or allowed access to the third party’s typeface or fonts.

EXPORT CONTROLS

Software Products provided pursuant to this Agreement and any software products obtained from Licensor, its affiliates,
subsidiaries, or distributors, including any technical data related to these products (“Technical Data”), are subject to the export
control laws and regulations of the United States. Diversion contrary to U.S. law is prohibited. To the extent prohibited by United
States or other applicable laws, these Software Products and any software products obtained from Licensor, its affiliates,
subsidiaries, or distributors; Technical Data; and any derivatives of either, shall not be exported or re-exported, directly or indirectly
(including via remote access) under the following circumstances:

a. To Cuba, Iran, North Korea, the Crimean region of Ukraine, or Syria, or any national of these countries or territories.

b. To any person or entity listed on any United States government denial list, including, but not limited to, the United States
Department of Commerce Denied Persons, Entities, and Unverified Lists, the United States Department of Treasury
Specially Designated Nationals List, and the United States Department of State Debarred List
(https://build.export.gov/main/ecr/eg_main_023148).

c. To any entity when Licensee knows, or has reason to know, the end use of the Software Product and any software
products obtained from Licensor, its affiliates, subsidiaries, or distributors is related to the design, development, production,
or use of missiles, chemical, biological, or nuclear weapons, or other un-safeguarded or sensitive nuclear uses.

d. To any entity when Licensee knows, or has reason to know, that an illegal reshipment will take place.

Any questions regarding export or re-export of the Software Products and any software products obtained from Licensor, its affiliates,
subsidiaries, or distributors should be addressed to Hexagon PPM, Export Compliance Department, 305 Intergraph Way, Madison,
Alabama 35758, USA or at [email protected]. Licensee shall hold harmless and indemnify Licensor and all other
Hexagon Group Companies for any causes of actions, claims, costs, expenses, and/or damages resulting to Licensor and any other
Hexagon Group Company from a breach by Licensee or any User of the export restrictions set forth in this Agreement.

GENERAL

SPLM Journal Files: Licensee will provide the SPLM produced Journal File(s) to Licensor or another Hexagon Group Company
designated by Licensor, on a monthly basis using the automated facility provided by Licensor as part of SPLM.

Responsibility for Usage: Licensee acknowledges and agrees that Licensee is responsible to ensure that any Persons allowed
by Licensee to access the Software Products or Documentation shall be made aware of all appropriate provisions of this
Agreement and software license contained herein, including but not limited to, those provisions regarding ownership;
nondisclosure; confidentiality; licensing and limitations of usage; disclaimer; limitation of damages; compliance and export control
and governing law. Licensee agrees to commit its best efforts to cause any Persons accessing the Software Products or
Documentation to
prevent any violation of either the licensed rights granted herein or Licensor's or relevant third party’s applicable copyrights, trade
secrets, or other proprietary rights and to ensure compliance with the provisions of the Agreement. Licensee assumes liability for
any such violation by Persons allowed by Licensee to access the Software Products or Documentation as if such violation resulted
directly from the action, negligence or misconduct of Licensee.

Restricted Rights for Government Use: If the Software Product is acquired directly or indirectly on behalf of a unit or agency of
the United States Government, this provision applies. For civilian agencies: The Software Product was developed at private
expense and is “restricted computer software” submitted with restricted rights in accordance with subparagraphs (a) through (d) of
the Commercial Computer Software - Restricted Rights clause at 52.227-19 of the Federal Acquisition Regulations (“FAR”) and its
successors, and is unpublished and all rights are reserved under the copyright laws of the United States. For units of the
Department of Defense ("DoD"): The Software Product is "commercial computer software" as defined at DFARS 252.227-7014 and
the rights of the Government are as specified at DFARS 227.7202-3.

Assignment: Any attempt to sublicense, assign, or transfer the license or the Software Product except as expressly provided in
this Agreement is void.

Severability: Whenever possible, each provision of this Agreement and each related document shall be interpreted in such a
manner as to be effective and valid under applicable law. However, if any provision of this Agreement or any related document
shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or such related
document.

Dispute Resolution: For any controversy or claim that may arise out of or in relation to this Agreement or with respect to breach
thereof, the parties agree to initially seek to solve the matter amicably through discussions between the upper management of
Licensor and Licensee. Should the parties fail to resolve such controversy, claim, or breach by amicable arrangement and/or
compromise within thirty (30) days of the dispute being brought to the attention of parties’ upper management, then the parties may,
at their sole discretion, seek resolution through non-binding mediation. If either party is not satisfied with the result of the non-
binding mediation, such party may seek legal recourse through the courts in the jurisdiction chosen herein. No party may
commence litigation in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by negotiation
and mediation, and the mediation has terminated, or the other party refused to participate in the mediation. Any time period stated
in this Section may be reduced for the sole purpose of avoiding the expiration of the Statute of Limitations for the event made the
basis of the controversy.

Governing Law and Jurisdiction: This Agreement will be governed by the laws of the State of Alabama. Exclusive Jurisdiction
and venue for any dispute arising from this Agreement or relating to the Software Product shall be in the United States District
Court for the Northern District of Alabama, Northeastern Division, or the Circuit Court for Madison County, Alabama. The parties
waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts
for the International Sale of Goods as to the interpretation or enforcement of this Agreement.

Non-disclosure: Licensee agrees that it will hold all parts of the Software Product and Documentation in confidence and will not
sell, transfer, loan or make disclosure of the Software Product to any of its partners and third parties, unless specifically provided for
in this Agreement.

Should Licensee have any questions concerning this Agreement, Licensee may contact the local Hexagon PPM office or write
Hexagon PPM, 305 Intergraph Way, Madison, Alabama 35758 USA.

SUPPORT SERVICES

Maintenance of licensed Software Products may be provided at a separate charge and in accordance with Hexagon PPM’s
standard maintenance options and the then current Software Maintenance Support Agreement, a copy of which is available upon
request.

OPEN SOURCE SOFTWARE

Some products may contain Open Source Software, which is licensed pursuant to the terms of the applicable open source license
agreement. Nothing contained in this Software License Agreement shall restrict any rights provided specifically for any Open
Source Software by the open source licensor; however, any rights that are broader than those granted in this Software License
Agreement shall be applicable solely to the Open Source Software component. Additional open source license information may be
found in the About Box or Readme Files of the applicable Software Product.

ANY OPEN SOURCE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NONINFRINGEMENT. IN NO EVENT SHALL LICENSOR, A HEXAGON GROUP COMPANY, THE AUTHORS OR
COPYRIGHT HOLDERS OF THE OPEN SOURCE SOFTWARE BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN
CONNECTION WITH THE OPEN SOURCE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE OPEN SOURCE
SOFTWARE.

NOTWITHSTANDING THE LIMITATION OF DAMAGES STATED ABOVE FOR SOFTWARE PRODUCTS, IN NO EVENT WILL
LICENSOR, A HEXAGON GROUP COMPANY, ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MODIFIES
AND/OR CONVEYS THE OPEN SOURCE SOFTWARE AS PERMITTED UNDER ITS LICENSE, BE LIABLE TO LICENSEE FOR
DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE
USE OR INABILITY TO USE THE OPEN SOURCE SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA
BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE
OPEN SOURCE SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF LICENSOR, A HEXAGON GROUP
COMPANY, SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If the disclaimer of warranty and limitation of liability provided above for the Open Source Software cannot be given local legal
effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil
liability in connection with the Open Source Software, unless a warranty or assumption of liability accompanies a copy of the Open
Source Software in return for a fee.

Nothing in the immediately foregoing clauses affects any stated warranty in this Software License Agreement with regard to the
Software Product(s) as a whole.

THE FOLLOWING IS APPLICABLE WHEN LICENSING CERTAIN SOFTWARE PRODUCTS:

SmartPlant, Intergraph Smart, EcoSys, and j5 Software Products. To the extent the SmartPlant, Intergraph Smart, EcoSys, or
j5 Software Products contain third party content that was licensed directly to Hexagon PPM (and not to HTC), Hexagon PPM will
be the “Licensor” with respect to such third party content.

CAESAR II, PV Elite, CADWorx Design Review, CADWorx Design Viewer, and CodeCalc Software Products. CAESAR II,
PV Elite, CADWorx Design Review, CADWorx Design Viewer, and CodeCalc Users are hereby notified that Tech Soft 3D, L.L.C.,
931 Ashby Ave., Berkeley, CA 94710 ("Tech Soft 3D") is a third-party beneficiary to this Agreement to the extent that this
Agreement contains provisions which relate to CAESAR II, PV Elite, CADWorx Design Review, CADWorx Design Viewer, and/or
CodeCalc Users’ use of the Software Product. Such provisions are made expressly for the benefit of Tech Soft 3D and are
enforceable by Tech Soft 3D in addition to Hexagon PPM.

CAESAR II and CADWorx Design Review Software Products. CAESAR II and CADWorx Design Review contain Autodesk®
RealDWG by Autodesk, Inc., copyright © Autodesk, Inc. All rights reserved. Autodesk, Inc., 111 McInnis Parkway, San Rafael,
California 94903 (“Autodesk”) is a third-party beneficiary to this Agreement to the extent that the Software Product contains
RealDWG and to the extent that the provisions herein relate to Licensee’s use of the Software Product containing RealDWG. Such
provisions are made expressly for the benefit of Autodesk and are enforceable by Autodesk in addition to Hexagon PPM.

Trademarks. AutoCAD, ObjectARX, and RealDWG are trademarks of Autodesk. HOOPS is a trademark of Tech Soft 3D, L.L.C.
Other trademarks are the property of their respective owners.

SmartPlant Foundation, SmartPlant Enterprise for Owner Operators, SmartPlant Fusion, SmartPlant Fusion Plus Smart
Data Validator, Directa/AIM, SmartPlant Markup Plus, SDx Projects, SDx Operations, Intergraph Smart Construction, HxGN
Smart Build, Weld Quality Management Solution (“WQMS”) Software Products. To the extent the Software Products listed in
this Section contain Open Text Inc. software, all title and ownership to such Open Text Inc. software is and shall remain fully with
Open Text Inc. Open Text Inc. is a third party beneficiary to this Software License Agreement to the extent such Open Text Inc.
software is included with the Software Products listed above. In no event shall Open Text Inc. be liable for any loss of profits or
special, incidental, indirect, consequential or exemplary damages, including legal fees, in connection with the supply, use or
performance of the integrated product, and the total liability of Open Text and its licensors, if any, in any event shall not exceed the
end user fee paid for the applicable Open Text software product giving rise to such damage.

THE FOLLOWING ADDITIONAL LANGUAGE IS APPLICABLE WHEN LICENSING SMARTPLANT ELECTRICAL DETAILED
AND SIGRAPH SOFTWARE PRODUCTS:

SmartPlant Electrical Detailed and the sigraph Software Products contain Progress Software. This third party software is licensed
to Hexagon PPM and Licensee subject to the terms of a third party license. Hexagon PPM will, at Licensee’s request, provide a
copy of this license. Progress/ObjectStore software embedded in SmartPlant Electrical Detailed and the sigraph Software
Products may only be used with or as part of SmartPlant Electrical Detailed and the sigraph Software Products.

THE FOLLOWING IS APPLICABLE WHEN LICENSING SMARTPLANT CONSTRUCTION SOFTWARE PRODUCTS:

SmartPlant Construction Software Products contain Business Objects Software. This third party software is licensed to Hexagon
PPM and Licensee subject to the terms of a third party license. Hexagon PPM will, at Licensee’s request, provide a copy of this
license. Business Objects/Crystal Reports Runtime Product software embedded in SmartPlant Construction Software Products
may only be used with or as part of SmartPlant Construction Software Product.

“Runtime Product” means the version specific files and application program interfaces (APIs) specified in the RUNTIME.TXT file
provided with the Product.

Licensee agrees not to modify, disassemble, decompile, translate, adapt or reverse-engineer the Runtime Product or the report file
(.RPT) format;

Licensee agrees not to distribute the Runtime Product to any third party;

Licensee agrees not to use the Runtime Product to create for distribution a product that is generally competitive with Business
Objects product offerings;

Licensee agrees not to use the Runtime Product to create for distribution a product that converts the report file (.RPT) format to an
alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the
property of Business Objects;

Licensee agrees not to use the Product on a rental or timesharing basis or to operate a service bureau facility for the benefit of third
parties;

BUSINESS OBJECTS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT OF THIRD PARTY RIGHTS. BUSINESS OBJECTS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY
WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COVER OR OTHER DAMAGES
ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SOFTWARE.

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE
BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND HEXAGON PPM WHICH SUPERSEDES ANY PROPOSAL OR
PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN LICENSEE AND HEXAGON
PPM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

THE FOLLOWING IS APPLICABLE WHEN LICENSING J5 TITLED SOFTWARE PRODUCTS (“J5 SOFTWARE PRODUCTS”):

J5 Software Products which contain OSISoft Software: If any software from OSIsoft LLC is included with the j5 Software
Products, said OSISoft Software may be used solely with the j5 Software Products.

J5 Software Products which contain SAP Mobile Platform: If SAP Mobile Platform is included with the j5 Software Products,
Licensee undertakes to use it only with the j5 Software Products and with the sole purpose of enabling performance of the j5
Software Products and integrating data from the j5 Software Products, and with data access limited to data created or necessary to
enable the functionalities of the j5 Software Products, and not to access, directly or indirectly, in any manner whatsoever, any non-
SAP runtime database other than separately licensed business applications on a business process layer via APIs.

In the event Licensee installs j5 Software Products with Instant Client, Oracle America Inc. is a third party beneficiary of this
Agreement. Licensee agrees not to distribute Instant Client to any third party.

Intergraph, SmartPlant, Intergraph Smart, EcoSys, j5, CAESAR II, PV Elite, CADWorx Design Review, CADWorx Design Viewer,
and CodeCalc are registered trademarks of Hexagon AB or its subsidiaries. Other brands and product names are trademarks of
their respective owners. Licensor is not responsible for inadvertent errors.

DDCC561C0 07/19