Reseller Addendum to OptConnect Agreement

If Customer is a Reseller of the Hardware and Connectivity, in addition to the OptConnect Agreement (“OptConnect Agreement”) and any Addenda executed thereunder, the following additional terms and conditions shall apply:

1. Grant of Rights. OptConnect hereby grants to Customer the right to resell the Hardware and Connectivity designated in the Proposal, Addenda or applicable Customer Orders (the “Designated Hardware and Connectivity”), either alone or as components of Customer’s manufactured product in the designated territory (the “Territory”). Customer expressly acknowledges that this grant of reseller rights is non-exclusive, such that OptConnect may directly market and sell the Designated Hardware and Connectivity in the Territory and that OptConnect may grant other non-exclusive rights to other parties to purchase, market and resell the Designated Hardware and Connectivity in the Territory.

2. Marketing Efforts. Customer agrees to use commercially reasonable best efforts to market and promote the Designated Hardware and Connectivity to end-user customers in the Territory in accordance with any reasonable guidelines and standards established from time to time by OptConnect for its resellers. Customer shall assist the Company in increasing the awareness of the Designated Hardware and Connectivity and the OptConnect brand in the marketplace and agrees to do so in a manner consistent with OptConnect’s favorable reputation and history of high-integrity conduct with customers in the marketplace.

3. Sales Training. Upon Customer’s request, OptConnect agrees to provide Customer and its designated agents with standard sales training relating to the Designated Hardware and Connectivity, provided that Customer shall compensate OptConnect at a reasonable rate for the time spent by OptConnect or OptConnect’s agents in providing such training and Customer shall reimburse OptConnect for any and all travel expenses, including airfare, room, board, parking, automobile mileage and other related travel expenses incurred by OptConnect or OptConnect’s agents in providing such training.

4. Use of Trademarks. Customer shall have the limited right to include OptConnect’s logos, trademarks, and commercial symbols (collectively, the “Trademarks”) on each unit of the Hardware manufactured by OptConnect that Customer purchases from OptConnect, in a size and location to be determined in the sole discretion of OptConnect, provided that such use is approved in advance by OptConnect. In connection with the foregoing, OptConnect hereby grants Customer the right and license to use the Trademarks only in connection with the marketing and distribution of the Designated Hardware and Connectivity pursuant to this Agreement or as otherwise approved in writing by OptConnect.  Customer shall not alter or remove any of the Trademarks from the Designated Hardware.  Nothing contained herein shall be deemed to give Customer any right, title or interest in or to any of the Trademarks or any other trademark, trade name or other intellectual property right owned or used by OptConnect or any of its affiliates.

5. Customer Agreements. Customer shall enter into written agreements with each of its end-user customers for the sale of the Designated Hardware and Connectivity on terms generally consistent with the OptConnect Agreement, the Addenda and as considered common in the industry.

6. Non-Solicitation. During the term of the OptConnect Agreement and for a period of 18 months after termination of the OptConnect Agreement, Customer shall not, directly or indirectly, either individually or on behalf of or with any person or entity: (i) solicit or endeavor to entice away from OptConnect, or otherwise interfere with the relationship of OptConnect with, any person or entity who is, or was within the then most recent 12-month period (1) employed by, or otherwise engaged to provide products or services for, OptConnect, or (2) a customer or client of OptConnect; or (ii) otherwise interfere with or disparage OptConnect or its Hardware and Connectivity.

[end of Reseller Terms and Conditions]