PROOF OF CONCEPT AGREEMENT PLEASE READ THIS PROOF OF CONCEPT AGREEMENT BEFORE PURCHASING OR USING THE PRODUCTS, DOCUMENTATION OR SERVICES. BY USING OR PURCHASING THE PRODUCTS, DOCUMENTATION OR SERVICES, CUSTOMER SIGNIFIES ITS ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT PURCHASE OR USE THE PRODUCTS, DOCUMENTATION OR SERVICES.

This Proof of Concept (“Agreement”) is by and between Nginx Software, Inc. ("Nginx"), with its principal place of business at 600 Montgomery Street, 43rd Floor, San Francisco, CA 94111 and the customer identified on an Order Form (“Customer”), and is effective as of the date Nginx signs the Order Form (the "Effective Date").

1. GRANT OF LICENSE.

1.1 License. Subject to the terms of this Agreement, Nginx grants to Customer a personal, non-exclusive, non-transferable internal license to install on computers owned or leased by Customer the Products and Documentation for the period specified in the applicable Order Form (“Evaluation Period”), solely to evaluate the features, functionality and performance of the Products and Documentation. At the end of the Evaluation Period, the Products may cease to function. The Products and Documentation may not be used for any other purpose, including but not limited to productive or commercial use.

1.2 License Conditions. Except as otherwise expressly permitted in this Agreement, Customer shall not itself, or through any parent, subsidiary, Affiliate, agent or other third party: (a) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any Products or the Documentation to a third party; (b) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Products; (c) allow access or permit use of the Products or Documentation by any third party except authorized third-party contractors solely to provide services to Customer, provided that Customer shall be liable for all acts and omissions of such authorized third-party contractors; (d) circumvent the license keys embedded within the Products; (e) modify or create derivative works based upon the Products or Documentation; (f) disclose the results of any benchmark test of the Products to any third party; or (g) change any proprietary rights notices which appear in the Products or Documentation.

1.3 Copies. Customer may make up to two copies of the Products for backup and/or archival purposes.

1.4 Open Source Products. The Products may include individual open source Products components, each of which has its own copyright and its own applicable license conditions. The open source Products are licensed to Customer under the terms of the applicable open source license conditions and/or copyright notices that can be found in the licenses file, the Documentation or other materials accompanying the Products.

2. SERVICES.

2.1 Services. Nginx will provide Customer with the services ("Services") specified in an applicable Order Form. Services are provided to Customer solely for Customer’s internal use, and Customer may not use the Services to supply any consulting, support or training services to any third party. In the event that in the future Customer desires to obtain from Nginx additional Services, the parties may execute one or more additional Order Forms, setting forth the additional Services to be provided by Nginx to Customer, along with the applicable additional fees to be paid by Customer to Nginx.

2.2 Cooperation. Customer agrees to provide Nginx with such cooperation, materials, information, access and support which Nginx deems to be reasonably required to allow Nginx to successfully provide the Services, including, without limitation, as may be set forth in an applicable Order Form. Customer understands and agrees that Nginx' obligations hereunder are expressly conditioned upon Customer providing such cooperation, materials, information, access and support.

3. PAYMENT. Customer agrees to pay Nginx the fees stated on the applicable Order Form. Unless otherwise specified on the applicable Order Form, Customer will reimburse Nginx for all travel and living expenses incurred by Nginx personnel in providing the Services. Fees do not include any taxes applicable to the items purchased under the applicable Order Form. Customer will be

responsible for any sales, use, excise, withholding, import or export, value added or other tax or duty, and all government permit or license fees, and customs or similar fees, levied upon the delivery or sale of the Services and other items purchased under this Agreement (except taxes on Nginx income). Unless otherwise specified on the applicable Order Form, all invoices are due upon receipt and will be paid within thirty (30) days. Payments are nonrefundable and will be made without right of set-off or charge back. If Customer does not pay the invoices when due, Nginx may charge interest at one percent (1%) per month. If payment of any fee is overdue, Nginx may also suspend provision of the Services until such delinquency is corrected.

4. OWNERSHIP.

4.1 Products. Notwithstanding anything to the contrary, except for the limited license rights expressly provided in this Agreement, Nginx has and will retain all rights, title and interest in and to the Products and Documentation (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works. Customer acknowledges that it is obtaining only a limited license right to the Products and Documentation and that irrespective of any use of the words “purchase,” “sale,” or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement or otherwise.

4.2 Deliverables. Customer acknowledges that in the course of performing any Services, Nginx may create software or other works of authorship delivered to Customer pursuant to or in connection with the performance of Services (a “Deliverable”). Subject to Customer’s rights in the Customer Confidential Information, Nginx shall own all right, title and interest in such Deliverables, including all intellectual property rights therein and thereto. Nginx hereby grants to Customer an irrevocable, perpetual, nonexclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform, distribute (internally and externally), transfer, exploit and make derivative works of any such Deliverables in conjunction with the Products.

4.3 Other Materials. Customer agrees and acknowledges that Customer is not obtaining any intellectual property right in or to any materials provided by Nginx to Customer in connection with the provision to Customer of Services (“Materials”), other than the rights of use specifically granted in this Agreement. Customer will be entitled to keep and use all Materials provided by Nginx to Customer, but without any other license to exercise any of the intellectual property rights therein, all of which are hereby strictly reserved to Nginx. In particular and without limitation, Materials may not be, modified, re-distributed, disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, or transferred in any other way. All Nginx trademarks, trade names, logos and notices present on the Materials will be preserved and not defaced, modified or obliterated.

5. LIMITED WARRANTY AND DISCLAIMER.

5.1 Limited Warranty. Nginx warrants that all Services provided under this Agreement will be performed in a professional manner in accordance with the terms and conditions in this Agreement and any applicable Order Forms. If the Services are not performed as set forth above, Nginx shall re-perform the applicable Services. The remedy in this Section 5.1 is Customer’s sole and exclusive remedy for breach of warranty and Nginx' sole and exclusive liability for

breach of warranty. The warranty in this Section 5.1 is made to and for the benefit of Customer only. The warranty shall apply only if: (i) the Products have been properly installed and used at all times in accordance with the instructions in the applicable Documentation; (ii) no modification, alteration or addition has been made to the Products; and (iii) Nginx receives written notification of the breach within ten (10) days following the performance of the relevant Services.

5.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 5.1 ABOVE, THE PRODUCTS, DELIVERABLES, DOCUMENTATION AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, COURSE OF PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. NGINX DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE PRODUCTS, DOCUMENTATION, SERVICES OR ANY MATERIALS PROVIDED TO CUSTOMER BY NGINX WILL BE UNINTERRUPTED OR ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE PRODUCTS, SERVICES, DELIVERABLES AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS. CUSTOMER ACKNOWLEDGES THAT NGINX HAS NO RESPONSIBILITY FOR ANY HARDWARE ON WHICH CUSTOMER INSTALLS OR EVALUATES THE PRODUCTS.

6. LIMITATION OF LIABILITY. IN NO EVENT WILL NGINX OR ITS LICENSORS BE LIABLE FOR ANY CLAIM BASED UPON A THIRD PARTY CLAIM, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF NGINX OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NGINX' AND ITS LICENSOR’S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED THE PRICE PAID BY CUSTOMER TO NGINX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THE ALLOCATIONS OF LIABILITY IN THIS SECTION 6 REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THE COMPENSATION OF NGINX FOR THE SERVICES PROVIDED HEREUNDER REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE

LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

7. TERM AND TERMINATION. The term of this Agreement will begin and end on the dates specified in the Evaluation Period described on the applicable Order Form. This Agreement may be terminated at any time by either party upon written notice to the other party. Upon termination or expiration of this Agreement, Customer will un-install and destroy the Products and Documentation or return the Products and Documentation to Nginx and certify to Nginx in writing that all copies or partial copies thereof have been deleted from every computer library and storage device under Customer’s control, are no longer in use by or on behalf of Customer, and have been either returned to Nginx or destroyed. Termination will not affect any claim, liability or right arising prior to termination. All rights and obligations granted under Sections 3, 4, 5.2 and 6-10 of this Agreement will survive the expiration or termination of this Agreement.

8. CONFIDENTIALITY. For a period of five (5) years from the date of disclosure of the applicable Confidential Information, the Receiving Party shall (i) hold the Confidential Information of the Disclosing Party in trust and confidence and avoid the disclosure or release of such Confidential Information to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the Disclosing Party for any purpose whatsoever except as expressly contemplated under this Agreement; provided that, to the extent the Confidential Information constitutes a trade secret under law, the Receiving Party agrees to protect such information for so long as it qualifies as a trade secret under applicable law. The Receiving Party shall disclose the Confidential Information of the Disclosing Party only to those of its employees and contractors having a need to know such Confidential Information and shall take all reasonable precautions to ensure that such employees and contractors comply with the provisions of this Section. Each party shall be responsible for all violations of this Agreement by its employees and contractors. The obligations under this Section shall not apply to information that the Disclosing Party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of this Agreement or other wrongful act by the Receiving Party, (iii) has been received from a third party without restriction on disclosure and without breach of this Agreement by the Receiving Party, or (iv) is independently developed by the Receiving Party without regard to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party gives the Disclosing Party reasonable written notice. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Nginx, its employees and agents shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of any Services and performed under this Agreement.

9. GENERAL.

9.1 Independent Parties. Neither Customer nor Nginx is a legal representative, partner or agent of the other.

9.2 Entirety. This Agreement represents the entire agreement of the parties with regard to the Products, Documentation, Services and Confidential Information and supersedes all other agreements related to this subject matter, except for nondisclosure agreement entered into by the parties. Delivery of an executed counterpart of this Agreement by facsimile or any other reliable means shall be deemed to be as effective for all purposes as delivery of the manually executed counterpart. This Agreement may not be amended except in writing signed by both parties. Purchase orders will be for the sole purpose of defining quantities, prices and describing the Products, Documentation and Services to be provided under this Agreement and to this extent only are incorporated as a part of this Agreement and all other terms in purchase orders are rejected.

9.3 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.

9.4 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the state or federal courts located in New York, New York, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA) will apply in any respect to this Agreement.

9.5 Notices. All notices must be in writing and shall be effective three (3) days after the date sent to the other party’s headquarters, Attention Legal Department.

10. Definitions. "Affiliate" means an entity that a party, directly or indirectly, controls, an entity that controls a party or an entity that is under common control with a party. For purposes of this provision, control means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity. “Confidential Information” means any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by one party to the other party under this Agreement in connection with the transactions contemplated under this Agreement, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any related information, and (iii) information relating to business plans, sales or marketing methods and customer lists or requirements. “Disclosing Party” means the party to this Agreement disclosing Confidential Information to the other party. “Documentation” means the electronic user and administrative manuals contained within the Products.

“Order Form” means Nginx' standard ordering document that is governed by the terms of this Agreement.

“Products” means the Nginx software products made available to Customer by Nginx. “Receiving Party” means the party to this Agreement receiving Confidential Information from the other party.