PXiSE Energy Solutions a Yokogawa Company End User License Agreement DER Management and Communication Platform Last Updated: 02/27/2025 This End User License Agreement (“Agreement”) is between you (“you” or “Customer”) and PXiSE Energy Solutions, LLC (“PXiSE”) from which you are procuring the Software (defined below) and governs your use of the Software purchased through either Microsoft AppSource or Azure Marketplace (collectively, “Marketplace”). This Agreement is the parties’ entire agreement on this subject and merges and supersedes all prior and contemporaneous agreements, whether oral or written, between the parties with respect to the subject matter hereof. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. Capitalized terms have the meanings given under Section 11 “Definitions.” 1. LICENSE TO SOFTWARE 1.1 License Grant. (a) Software is licensed and not sold. Upon acceptance of an Order, and subject to Customer’s compliance with this Agreement, PXiSE grants Customer a non-exclusive, non-sublicensable, non-transferable and limited license to use the Software. This license is solely for Customer’s own use and business purposes and not for resale or license to third parties. (b) The license grant is conditioned upon Customer: i. enabling, and retaining enablement, of the externalization mechanism from Customer’s cloud tenant as specified by PXiSE at pxise.com/DERExternalization; and ii. providing PXiSE with temporary, secure access to their Managed Application when requested. PXiSE may request access to Customer’s Managed Application for the purposes of (a) verifying the deployment, (b) pushing patches to existing deployments, (c) providing support, and (d) responding to customer requests (e) verifying the compliance with this end user license agreement. (c) The Software may contain or be provided with components that are subject to open-source software licenses. Any use of those components may be subject to additional terms and conditions and Customer agrees that any applicable licenses governing the use of the components will be incorporated by reference in this Agreement. 1.2 Duration of Licenses. The Software is licensed on a month-to-month basis through the Microsoft Azure Marketplace. 1.3 Affiliates. Customer may order the Software for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against PXiSE. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement and any applicable Orders. 1.4 Reservation of Rights. PXiSE reserves all rights not expressly granted in this Agreement. PXiSE owns all right, title and interest in and to the Software, including all intellectual property rights therein. The Software is protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use the Software on a device do not give Customer any right to implement PXiSE’s patents or other intellectual property in the device itself or in any other software or devices. 1.5 Restrictions. Except as expressly permitted in this Agreement, Documentation or an Order, Customer will not (and is not licensed to): (a) copy, modify, make derivative works, reverse engineer, decompile, or disassemble the Software, or attempt to do so; (b) install or use any third-party software or technology in any way that would subject PXiSE’s intellectual property or technology to any other license terms; (c) work around any technical limitations in the Software or restrictions in the Documentation; (d) use the Software for any unlawful purpose; or (e) distribute, sublicense, rent, lease, or lend the Software, in whole or in part, or use it to offer hosting services to third parties or use it on a time-sharing or service bureau basis. 1.6 Suggestions. To the extent that Customer submits to PXiSE any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Software (“Suggestions”), Customer hereby grants PXiSE a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to freely use, disclose, and otherwise exploit such Suggestions, including by incorporating the Suggestions into future versions of the Software. 1.7 Designated Contacts. Each party will appoint an individual to serve as the primary point of contact, and another individual as a backup point of contact, for activities related to this Agreement (“Designated Contact”). Each party shall promptly notify the other of the initial Designated Contacts (and such individuals’ addresses, phone numbers and email addresses) for that party, and will provide the same information with respect to any replacement Designated Contact. Any changes in the Designated Contacts will be made by notice in writing given to the other party. 2. PRIVACY 2.1 Privacy. Processing of personally identifiable information (“PII”) is not necessary in order for PXiSE to provide the Software or all Support Services and PXiSE is neither a controller nor processor of any Customer PII, except with respect to Support Data which PXiSE agrees to receive. Each party will be asked to conform with applicable data protection and privacy laws including the California Consumer Privacy Act, as amended (“CCPA”), the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the United Kingdom Data Protection Act 2018 (“UK GDPR”) and the Australia Privacy Act of 1988 (“APA”). If any PII is subject to GDPR, UK GDPR or other European data laws and regulations, the parties will enter into a mutually agreed Data Processing Addendum. 2.2 Support Data. Upon Customer’s request, and PXiSE’s consent, PXiSE may collect and use Support Data internally to provide technical support for the Software or to enhance future versions of the Software. PXiSE will not use Support Data for any other purpose unless otherwise agreed in writing by the parties. 2.3 Security. PXiSE will operate an information security program utilizing industry standard policies and technologies. 3. CONFIDENTIALITY 3.1 Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including Support Data and the terms of this Agreement. Confidential Information does not include information that: (a) becomes publicly available without a breach of a confidentiality obligation; (b) the receiving party received lawfully from another source without a confidentiality obligation; (c) is independently developed; or (d) is a comment or Suggestion volunteered about the other party’s business, products, or services. 3.2 Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose the other party’s Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of the other party’s Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. 3.3 Disclosure Required By Law. A party may disclose the other party’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. 3.4 Irreparable Harm. Each party acknowledge that any actual or threatened breach of its obligations under this Section 3 would result in irreparable injury to the other party and further agrees that there is no adequate remedy at law for any breach of its obligations under this Section 3 and that upon any such breach or any threat of breach of such obligations by a party, the other party will be entitled to appropriate equitable relief, including injunctive relief, to prevent or mitigate such irreparable harm. The parties hereby waive any requirement to obtain a bond or post any other security as a condition precedent to such equitable relief. 3.5 Duration of Confidentiality Obligation. These obligations apply for a period of five years after a party receives the Confidential Information or such longer period required by law. 4. SUPPORT At no additional charge, PXiSE will provide its Standard Support Services to Customer for the Offering. PXiSE may update its Standard Support Services from time to time. Standard Support Services will terminate upon termination of the Subscription Term. Any customization, professional services, or any other support not included in the Standard Support Services will be subject to a separate agreement and additional fees 5. REPRESENTATION AND WARRANTIES 5.1 PXiSE represents and warrants that (a) it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement, and (b) its performance will not violate any agreement or obligation between it and any third party. 5.2 PXiSE represents and warrants that the Software will substantially conform to the Documentation. For any breach of this warranty, Customer’s exclusive remedy, and PXiSE’s entire liability will be the repair or replacement of the Software. 5.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE, DOCUMENTATION AND OTHER INFORMATION, MATERIALS AND SERVICES PROVIDED BY PXiSE ARE PROVIDED “AS IS.” PXiSE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PXiSE MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR DOCUMENTATION, OR ANY OTHER PXiSE OR THIRD PARTY GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE OR HARDWARE), OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK), OR BE ERROR FREE. 6. INDEMNIFICATION 6.1 By PXiSE. Provided that Customer promptly (a) notifies PXiSE of any claim, (b) supplies any relevant information in its possession requested by PXiSE, and (c) allows PXiSE to control, and reasonably cooperate in, the defense and settlement of any indemnified claim, including mitigation efforts, PXiSE will indemnify, defend and hold Customer harmless against and from any and all claims, losses, damages, liabilities, demands, judgments, costs and expenses arising from any lawsuit by a third party alleging that the Software as delivered by PXiSE and used within the scope of this Agreement infringes a third party’s intellectual property rights; provided that PXiSE shall have no obligation with respect to any third party claim that is based upon: (i) any use of the Software not authorized by the terms of this Agreement; (ii) any modification, alteration, or revision of the Software not made by PXiSE or authorized expressly in writing by PXiSE; (iii) any operation or use of the Software in combination with any other software, hardware, or services where infringement would not have occurred but for such combination; or (iv) Customer’s failure maintain the Software in accordance with the Documentation, including failure to implement upgrades or updates provided by PXiSE. 6.2 By Customer. Customer will indemnify, defend and hold PXiSE harmless against and from any and all claims, losses, damages, liabilities, demands, judgments, costs and expenses arising from any breach of this Agreement by Customer. 7. LIMITATION OF LIABILITY 7.1 Maximum Liability. Each party’s maximum, aggregate liability to any other party under this Agreement for any incident giving rise to a claim will not exceed the amount paid or payable by Customer under this Agreement in the one (1) year period immediately preceding the occurrence of the applicable event giving rise to the relevant claim. Multiple claims will not expand this limitation. 7.2 No Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY OTHER PARTY UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES NOT DIRECT INCLUDING LOST DATA, INFORMATION OR MATERIALS, LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, COMPUTER, MICROGRID OR OTHER SYSTEM DOWNTIME OR UNAVAILABILITY, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE. 7.3 Exceptions. No liability limitation or exclusions in this Section 7 will apply to liability arising out of: (a) (i) Customer’s breach of the license grant or restrictions in Section 1; or (ii) Customer’s breach of its confidentiality obligations set forth in Section 3; or (b) either party’s: (i) obligations under Section 6 (Indemnification); (ii) violation of the other party’s intellectual property rights; and/or (iii) gross negligence, willful misconduct, or fraud. 8. PRICING AND PAYMENT 8.1 Microsoft will invoice and charge Customer under the terms of the Microsoft Commercial Marketplace Terms of Use and applicable Order. 8.2 The fees for the Software are set forth in the Order. Payments are non-refundable and non-creditable; payment obligations are non-cancellable. The fees include a monthly fee plus a fee per registered DER Device managed by the Software which varies based on the applicable Pricing Tiers set forth in the Order. PXiSE will verify the number of DER Devices being managed by the Software via the Externalization Configuration. On the last day of each month or the applicable monthly billing cycle, the number of DER Devices managed by the Software in the just-ended month or monthly billing cycle will be determined. If the number of DER Devices changes so that additional or different Pricing Tiers apply, then Customer will be invoiced the per DER Device fee based on the applicable Pricing Tiers. 8.3 Customer must keep records relating to the Software it and its Affiliates use and the number of DER Devices managed by the Software. During the term of this Agreement and for two years following termination of this Agreement, at PXiSE’s expense, PXiSE may verify Customer’s and its Affiliates’ compliance with this Agreement either directly or by directing an independent auditor (under nondisclosure obligations) to conduct an audit or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that PXiSE or the auditor reasonably requests. If verification or self-audit reveals any unlicensed use or other non-payment, Customer must pay for sufficient licenses and/or pay for any applicable fees not paid. PXiSE will not cause such audits to be conducted more than once every 12 months, unless more frequent audits are required by PXiSE’s auditors and/or regulators or an audit reveals Customer’s or its Affiliate’s non-compliance with this Agreement. The expenses for all such audit will be borne by PXiSE, provided that if any audit reveals non-compliance with this Agreement, then Customer will pay for or reimburse PXiSE the reasonable costs of such audit in addition to any amounts due for unlicensed use or other fees not paid. All information and reports related to such audit will be Confidential Information. 9. TERM AND TERMINATION 9.1 Term. This Agreement is effective until terminated by a party, as described in this Agreement. 9.2 Termination Without Cause. Customer may terminate this agreement through the Microsoft Marketplace. PXiSE may terminate this Agreement without cause on 60 days’ notice to Customer. Notwithstanding such termination, licenses will continue for the duration of the Subscription Term, subject to the terms of this Agreement. PXiSE will not provide refunds or credits for any partial Subscription Term if the Agreement is terminated without cause. 9.3 Termination For Cause. Without limiting other remedies, it may have, either party may terminate this Agreement immediately on notice if (a) the other party materially breaches the Agreement and fails to cure the breach within 30 days after receipt of notice of the breach; or (b) the other party becomes Insolvent. Upon such termination, the following will apply: (i) All licenses granted under this Agreement will terminate immediately; (ii) All amounts due under any unpaid invoices will become due and payable immediately; and (iii) Any amounts due but not yet invoiced will be invoiced and Customer will pay such invoices within 10 business days. 9.4 Suspension. PXiSE may suspend Customer’s licensed use of the Software without terminating this Agreement during any period of Customer’s material breach. PXiSE will give Customer reasonable notice before suspending the Software license. Suspension will only be to the extent reasonably necessary. 9.5 Survival. Provisions of this Agreement and Order, which by their nature are to be performed or enforced following any termination of this Agreement, will survive such termination including Sections 1.3, 1.4, 1.5, 1.6, 3, 5.3, 6, 7, 8, 9.5, 10 and 11. 10. MISCELLANEOUS 10.1 Entire Agreement. This Agreement including the applicable Order constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply: (1) Order, (2) this Agreement, and (3) Documentation. 10.2 Independent Contractors. The parties are independent contractors. Customer and PXiSE each may develop products independently without using the other’s Confidential Information. 10.3 Agreement Not Exclusive. Customer is free to enter into agreements to license, use, and promote the services of others. 10.4 Modification of Agreement Terms and Conditions. PXiSE reserves the right, in its discretion, to change, modify, add to, or remove portions of the terms and conditions of this Agreement (collectively, “Changes”), at any time. The date that Changes were last made are indicated at the top of the page and such revisions are effective as of the “Last Updated” date. Customer will be notified of the change via email. Customer’s continued use of the Software following notification of the changes to the then-current Agreement will mean that Customer accepts and agrees to the Changes. Except as otherwise provided herein, no addition to or change in the Agreement will be effective or binding on either party unless agreed to in writing by an authorized representative of each party. 10.5 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld; provided that both parties may assign this Agreement to (a) any Affiliate, or to (b) any surviving or successor company which acquires substantially all of party’s business or the assets of the party to which this Agreement relates, whether by a merger, sale of substantially all of party’s assets or equity securities, or consolidation, sale of stock, reorganization, or otherwise. Any attempted assignment in violation of this section will be null and void. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 10.6 Severability. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to affect the parties’ intent. 10.7 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. 10.8 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms. 10.9 Notices Any notice or other communication required or permitted under this Agreement (other than routine operational communications) will be in writing and will be deemed to have been duly given: (a) if delivered personally to the recipient, upon receipt; (b) upon delivery if dispatched (with charges prepaid) to the recipient by a reputable overnight courier service; (c) upon receipt if deposited in the mail (with postage prepaid) by first class certified or registered mail, return receipt requested; or (d) by email, on the day that the receiving party confirms receipt by reply email (other than by automatic reply), to the respective parties at the following addresses or email addresses (or at such other address for a party as designated in a notice given in accordance with this Section: (i) notices to Customer will be sent to the individual at the address Customer identifies on its account or Order as its contact for notices; and (ii) notices to PXiSE must be sent to the following addresses or email addresses: PXiSE Energy Solutions, LLC 1455 Frazee Road, Suite 150, San Diego, CA 92108 Attention: PXiSE Contracts Email: YPX-Contracts@pxise.com With a copy to: PXiSE Energy Solutions, LLC 12530 W. Airport Blvd., Sugar Land, TX 77478 Attn: General Counsel Sugarland, TX 77478 Email: george.nino@yokogawa.com 10.10 Applicable Law and Venue. This Agreement and performance under this Agreement will be construed and enforced in accordance with the laws of the State of Texas, without reference to conflict of laws principles. Any legal actions arising under this Agreement will be instituted only in the courts of Harris County, and each party waives all objections to jurisdiction and venue of such courts; provided that nothing in this section will restrict either party from seeking injunctive relief in a forum of its choice. In any litigation, each party will bear its own costs, expenses and attorney fees associated or incurred in enforcing this Agreement. 10.11 Government Procurement Rules. By accepting this Agreement, Customer represents and warrants that: (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements. 10.12 Compliance With Laws. PXiSE will comply with all laws and regulations applicable to its provision of the Software. PXiSE will obtain and maintain any approvals, licenses, filings, or registrations necessary to its performance, and will comply with all law (including law related to export, corruption, money laundering, or any combination of these). Customer must also comply with laws applicable to its use of the Software. 10.13 Construction. In this Agreement, unless the contrary intention appears: (i) headings are for convenience only and do not affect the interpretation of this agreement; (ii) the singular includes the plural and vice versa; (iii) the words “such as,” “for example,” “including” and similar expressions are not used as, nor are intended to be, interpreted as words of limitation; (iv) a reference to a person or third party includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate; (v) a thing (including a right) includes a part of that thing; and (vi) no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this agreement or any part of it. 11. DEFINITIONS “Affiliate” means any legal entity that Controls, is Controlled by, or is under common Control with a party. “Confidential Information” is defined in Section 3. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity. “DER Device” means a distributed energy resource device. “Documentation” means all user manuals, training materials, and version or release notes that are published by or on behalf of PXiSE (in any form, whether on-line or in electronic, printed, or other form) to define the performance of the Software and/or that PXiSE makes available for use with the Software. “Insolvent” means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party’s) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business. “Order” means an ordering document used to transact the Software via the Marketplace. “Pricing Tier” means the annual fee per DER Device managed by the Software based on the total number of DER Devices within each volume price range as specified in the Order. For clarity, the per DER Device pricing scales as volumes increase such that the higher volumes of DER Devices are priced lower than the lower volumes of DER Devices; the pricing is not volume pricing in which the fee for all DER Devices would be the same. “Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants. “Software” means the software product(s) identified in an Order that PXiSE makes available under or in connection with this Agreement in object code form, including updates, modifications or new releases of the Software provided or made available to you by PXiSE and any Documentation thereto. “Standard Support Services” means PXiSE’s standard technical support services which includes access to FAQ, general support documentation, bug fixes and improvements on a schedule release basis. “Suggestions” is defined in Section 1.6. “Support Data” means all data, including all text, sound, video, image files, or software, that are provided to PXiSE by or on behalf of Customer (or that Customer authorizes PXiSE to obtain) through an engagement with PXiSE to obtain Standard Support Services for the Software covered under this Agreement. “Use” or “use” means to copy, download, install, run, access, display, use or otherwise interact with.