END USER LICENSE AGREEMENT
SOFTWARE: REFA V. 1.0

IMPORTANT – READ CAREFULLY: THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A
LEGAL AGREEMENT BETWEEN YOU (IN YOUR CAPACITY AS AN INDIVIDUAL AND AS AN AGENT FOR
YOUR COMPANY, INSTITUTION OR OTHER ENTITY) (COLLECTIVELY, "YOU" OR "LICENSEE") AND
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, DEPARTMENT OF ENERGY CONTRACT-
OPERATORS OF THE ERNEST ORLANDO LAWRENCE BERKELEY NATIONAL LABORATORY
("BERKELEY LAB").

BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, YOU CONFIRM THAT YOU HAVE
READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, OR YOUR CLIENT (AND YOU
HAVE THE LEGAL AUTHORITY TO SIGN CONTRACTS ON THEIR BEHALF), THEN "YOU" REFERS TO
THAT ENTITY. IF NOT, THEN THIS AGREEMENT BINDS YOU PERSONALLY. THIS AGREEMENT DOES
NOT CREATE THIRD PARTY BENEFICIARY RIGHTS FOR ANY PARTIES.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE
THE SOFTWARE. TO ENTER INTO THIS AGREEMENT, YOU MUST BE (I) EIGHTEEN (18) YEARS OF AGE
OR OLDER, AND (II) BE ABLE TO FORM BINDING CONTRACTS UNDER THE LAWS APPLICABLE TO
YOU. BY DOWNLOADING AND INSTALLING THE SOFTWARE, YOU ARE REPRESENTING AND
WARRANTING THAT BOTH (I) AND (II) ABOVE ARE CORRECT.

TERMS AND CONDITIONS

1. Definitions

"Software" means one instantiation or instance of the software program(s) (and any related
documentation, instructions, exhibits, and reference materials provided to Licensee) as well as Updates
(as defined below) listed in the initial ordering document(s) and any subsequent ordering document(s)
(each an "Order Schedule") signed by the parties.

2. License Grant.

2.1. Subject to receipt by Berkeley Lab of any required U.S. Department of Energy approvals,
     Berkeley Lab grants Licensee, and Licensee hereby accepts, a non-transferable, revocable
     license to use the Software in accordance with the scope of the license defined herein and
     in the applicable Order Schedule. Licensee is responsible for supplying, at its own cost and
     expense, any hardware or applications required to use the Software.

2.2. Limitations on License. Licensee will not: (i) for executable code, modify, disassemble,
     reverse engineer, or decompile the Software therein (or attempt to do any of the foregoing);
     (ii) attempt to access or use portions of the program code or Software for which Licensee
     has not acquired a license, (iii) except as specifically authorized otherwise in an Order
     Schedule, create any derivative works, sublicense, distribute, transfer, rent, lease, or loan
     the Software, (iv) use the Software, or any derivative works (if permitted as otherwise
     outlined in an Order Schedule) for the purpose of developing, training, or deploying
     artificial intelligence (AI) systems, machine learning models, neural networks, or any other
     automated systems or algorithms designed to replicate human intelligence or behavior,
     including, but not limited to, using the Software as input, training data, or reference
     material for AI-related technologies, or (v) extract, analyze, or otherwise use the Software
     or its outputs for the purpose of creating datasets or training materials for AI-related
     technologies. Licensee understands and acknowledges that it is granted only those rights set
     out in this Agreement and any Order Schedule, and no other rights.

2.3. Licensee may install and use copies of the Software on computers and networks only owned,
     leased or controlled by Licensee, and Licensee will not allow any unauthorized third-party
     access to the Software. Licensee will be fully liable for the actions or inactions of
     Licensee's agents and/or subcontractors therein.

2.4. Licensee may copy the Software solely to the extent necessary to exercise the foregoing
     license, and for backup and archival purposes; provided however that (i) Licensee will
     reproduce all copyright notices and other proprietary notices on any copies of the Software
     and Licensee will not remove or alter those notices; (ii) all copies of the Software will be
     subject to the terms of this Agreement; and (iii) except as otherwise authorized in an Order
     Schedule, Licensee will not otherwise copy or allow copies of the Software to be made.

3. Copyright; Retention of Rights.

Ownership of Software. Subject to receipt by Berkeley Lab or its licensors of any required approvals
by the U.S. Department of Energy: (i) Licensee hereby acknowledges that the Software is protected by
United States copyright law and international treaty provisions; (ii) Berkeley Lab, and its licensors
(if any), hereby reserve all rights in the Software which are not explicitly granted to Licensee
herein; and (iii) without limiting the generality of the foregoing, Berkeley Lab and its licensors
retain all title, copyright, and other proprietary interests in the Software and any copies thereof,
and Licensee does not acquire any rights, express or implied, in the Software, other than those
specifically set forth in this Agreement or applicable Order Schedule.

3.1. Derivative Works. If permitted as otherwise outlined in an Order Schedule, Berkeley Lab
     hereby grants Licensee a paid-up license to Licensee's derivative works of the Software,
     in both executable and source code formats as applicable, and the right therein to reproduce,
     prepare further derivative works, distribute copies to the public, perform publicly, display
     publicly, and to permit others to do so.

4. No Maintenance or Support. Berkeley Lab will be under no obligation whatsoever to: (i) provide
maintenance or support for the Software; or (ii) to notify Licensee of bug fixes, patches, or updates
(collectively, "Updates") to the Software (if any). If, in its sole discretion, Berkeley Lab makes an
Update available to Licensee, and Berkeley Lab does not separately enter into an additional Order
Schedule or new written license agreement with Licensee relating to such Update, then it will be
deemed incorporated into the Software and subject to this Agreement.

5. License Fees & Taxes. In consideration of the rights granted hereunder, Licensee will pay Berkeley
Lab the fees, royalties, or both, as due upon execution of this Agreement in accordance with the
applicable Order Schedule. Payment must be made in U.S. Dollars by wire transfer, payable to "UC
Regents Lawrence Berkeley National Laboratory Royalties". Licensee will pay all taxes, duties, import
and export fees, and any other charges or assessments which are applicable to the performance of this
Agreement, as it relates to the license rights granted to Licensee hereunder.

6. Confidentiality. Licensee will take appropriate steps to ensure that the source code and executable
code of the Software remains confidential and is protected against unauthorized disclosure, use, or
release, and will treat it with at least the same level of care as Licensee would use to protect and
secure Licensee's own confidential information, but in any event using no less than a reasonable
standard of care. The confidentiality provisions in this Agreement are consistent with and do not
supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created
by existing statute or Executive order relating to (1) classified information, (2) communications to
Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation,
or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger
to public health or safety, or (4) any other whistleblower protection. The definitions, requirements,
obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory
provisions are incorporated into this Agreement and are controlling.

7. U.S. Government Rights. The Software was developed under funding from the U.S. Government. During
a period of commercialization granted to Berkeley Lab by the U.S. Department of Energy, the U.S.
Government is granted for itself and others acting on its behalf a nonexclusive, paid-up, irrevocable,
worldwide license in the Software to reproduce, prepare derivative works, and perform publicly and
display publicly, by or on behalf of the U.S. Government. Subsequent to that period, the U.S.
Government is granted for itself and others acting on its behalf a nonexclusive, paid-up, irrevocable,
worldwide license in the Software to reproduce, prepare derivative works, distribute copies to the
public, perform publicly and display publicly, and to permit others to do so.

8. Warranty Disclaimer. THE SOFTWARE IS SUPPLIED "AS IS" WITHOUT WARRANTY OF ANY KIND. BERKELEY LAB,
ITS LICENSORS (IF ANY), THE UNITED STATES, THE UNITED STATES DEPARTMENT OF ENERGY, AND THEIR
EMPLOYEES: (1) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR
NON-INFRINGEMENT, (2) DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY,
COMPLETENESS, OR USEFULNESS OF THE SOFTWARE, (3) DO NOT REPRESENT THAT USE OF THE SOFTWARE WOULD
NOT INFRINGE RIGHTS OF A THIRD PARTY, AND (4) DO NOT WARRANT THAT THE SOFTWARE WILL FUNCTION
UNINTERRUPTED, THAT IT IS ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED.

9. Limitation of Liability. IN NO EVENT WILL BERKELEY LAB OR ITS LICENSORS (IF ANY), THE UNITED
STATES, THE UNITED STATES DEPARTMENT OF ENERGY, OR THEIR EMPLOYEES BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT
LIMITED TO LOSS OF PROFITS OR LOSS OF DATA, FOR ANY REASON WHATSOEVER, WHETHER SUCH LIABILITY IS
ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE,
EVEN IF BERKELEY LAB HAS BEEN WARNED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT WILL
BERKELEY LAB'S LIABILITY FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE
AMOUNT PAID BY LICENSEE FOR THE SOFTWARE AT ISSUE. THE PARTIES ACKNOWLEDGE THAT ANY FEES AS DUE
UNDER THIS AGREEMENT ARE REFLECTIVE OF THE ALLOCATION OF RISK HEREUNDER.

10. Indemnity. Licensee will indemnify, defend, and hold harmless Berkeley Lab, its licensors (if
any), the U.S. Government, the Software developers, the Software sponsors, and their agents, officers,
and employees, against any and all claims, suits, losses, damages, costs, fees, and expenses arising
out of or in connection with this Agreement. Licensee will pay all costs incurred by Berkeley Lab in
enforcing this provision, including reasonable attorneys' fees.

11. Term and Termination. The Agreement will remain in full force and effect for the period outlined
in the Order Schedule ("Term") unless terminated by Berkeley Lab in accordance with this Agreement.
If Licensee breaches any term of this Agreement, and fail to cure such breach within thirty (30) days
of the date of written notice, this Agreement will immediately terminate. Upon such termination,
Licensee will immediately: cease using the Software; return to Berkeley Lab or destroy, all copies of
the Software; and provide Berkeley Lab with written certification of Licensee's compliance with the
foregoing. Termination will not relieve Licensee from Licensee's obligations arising prior to such
termination, including but not limited to the responsibility to pay previously accrued fees.
Notwithstanding any provision to the contrary, Sections 1 and 3 through 17 will survive termination
of this Agreement.

12. Export Controls. Licensee will observe all applicable United States and foreign (if any) export
control laws and regulations, including, without limitation, the International Traffic in Arms
Regulations (ITAR) and the Export Administration Regulations, with respect to the export, re-export,
diversion, or transfer of the Software, related technical information, and direct products thereof.
Export of the Software, related technical information, and direct products thereof from the United
States may require some form of export control license or other authority from the U.S. Government.
Failure to obtain any required export control license may result in civil and criminal liability under
U.S. laws and regulations.

13. Audit. Licensee will maintain all necessary records to ensure compliance with this Agreement,
including but not limited to, finance and accounting records as would be required by generally accepted
accounting principles herein, and to retain such records for at least three (3) years after the
expiration or termination of this Agreement. During the Term of this Agreement and for three (3) years
thereafter, Berkeley Lab will have the right, upon ten (10) days prior written notice, to audit
Licensee to ensure compliance with this Agreement, during normal business hours. Berkeley Lab may not
request an audit more than once a calendar year unless an audit reveals an under reporting of fees due
to Berkeley Lab, in which case, Berkeley Lab may not request an audit more than once per calendar
quarter. If any audit reveals a shortfall, Licensee will promptly pay to Berkeley Lab such shortfall.
If any audit reveals an overpayment, then Licensee will credit such overpayment against its next
payment or fees to Berkeley Lab. If any audit reveals that fees due Berkeley Lab are more than five
percent (5%) of amounts remitted to Berkeley Lab, Licensee will reimburse Berkeley Lab for its audit
expenses for such audit.

14. Notices. All notices and demands under this Agreement will be given to the respective addresses as
set forth in this Agreement and be deemed effective and properly given: (i) on the date of transmission
if delivered via electronic mail, provided no automated bounce back message is received by the sender;
(ii) upon confirmation by a recognized national overnight courier; or (iii) five (5) days after mailing
if mailed by first-class or certified mail, postage paid. Either party may change the addresses set
forth above by written notice to the other party.

15. Use of Name. In accordance with California Education Code Section 92000, Licensee will not use in
advertising, publicity or other promotional activities any name, trade name, trademark, or other
designation of the University of California, nor use "Ernest Orlando Lawrence Berkeley National
Laboratory" or "Department of Energy" (including any contraction, abbreviation, or simulation of any
of the foregoing) without Berkeley Lab's prior written consent.

16. Change of Control & Assignment. Licensee will promptly, and within 60 days, report to Berkeley
Lab in writing any Change in Control of Licensee's ownership that is a controlling interest, including
without limitation, any funding or investment. A controlling interest is any interest that is
significant enough to determine the direction of the Licensee, but in any case, an interest of fifty
percent (50%) or greater. Licensee will also promptly, and within 60 days, report to Berkeley Lab any
foreign funding or foreign investment. Licensee's rights and obligations under this Agreement are not
assignable without the prior written consent of Berkeley lab and any attempt to assign them without
that consent will be void.

17. GENERAL. The relationship created by this Agreement is one of independent contractors, and not
partners or joint ventures. This Agreement, together with any Order Schedule and made a part hereof,
constitute the complete and exclusive agreement between Berkeley Lab and Licensee with respect to its
subject matter, and supersede all prior oral or written understandings, communications, or agreements.
If any provision of the main body of the Agreement conflicts with a provision of any Order Schedule,
then the terms of the Order Schedule will prevail. This Agreement will automatically terminate without
an obligation to provide any notice if Licensee commences bankruptcy, reorganization, receivership, or
insolvency proceedings (including without limitation bankruptcy protection under Chapter 7 and 11 of
the U.S. Bankruptcy Code), or any other proceeding under any U.S. Federal, state, or other law for
the relief of debtors. Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party will not apply in interpreting this Agreement. The rights and remedies of
the parties under this Agreement are cumulative and not exclusive of any rights or remedies to which
the parties are entitled by law. The exercise by either party of any right or remedy under this
Agreement or under applicable law will not preclude such party from exercising any other right or
remedy under this Agreement or to which such party is entitled by law. This Agreement has been written
in the English language. Licensee waives any rights Licensee may have under the law of Licensee's
country to have this Agreement written in the language of that country. Licensee's rights and
obligations under this Agreement will not be assignable without the prior written consent of Berkeley
Lab and any attempt to assign them without that consent will be void. This Agreement will be governed
by the laws of the State of California, excluding its rules governing conflicts of laws. If any action
arises out of or relating to this Agreement, Licensee hereby consents to the exclusive jurisdiction of
the state courts located in the City and County of Alameda, California, or if applicable, the federal
courts located in the Northern District of California. No provision in either party's purchase orders
or in any other business forms employed by either party will supersede the terms of this Agreement,
and no modification or amendment of this Agreement is binding, unless in writing signed by a duly
authorized representative of each party. This Agreement is binding upon and will inure to the benefit
of Berkeley Lab, its successors and assigns. The waiver by either party of any breach of this
Agreement by the other party will not waive subsequent defaults by such party of the same or a
different kind. If any provision of this Agreement is held to be unenforceable for any reason, such
provision will be reformed only to the extent necessary to make it enforceable, and such decision will
not affect the enforceability of such provision under other circumstances, or of the remaining
provision hereof.

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ORDER SCHEDULE — SLA V2.6 041626

This Order Schedule is hereby incorporated and made part of the End User License Agreement (the
"Agreement").

1. Software: Reconductoring Economic and Financial Analysis Tool (REFA), version 1.0,
   Berkeley Lab reference: 2024-118, plus any derivative works therein (unless otherwise specified)
   plus any associated documentation, if provided. Formats: Source Code and Executable Code.

2. Term: Twenty-five (25) years.

3. Software Order: Licensee is acquiring a non-exclusive license for the Software on the following
   conditions:

   - Internal Use rights: The Software and any derivative works, if permitted, will be used solely
     by Licensee and limited to use only within Licensee's information technology infrastructure
     (i.e., Licensee's hardware, software, and networks under Licensee's control).

   - Creation of derivative works: Licensee may create derivative works of the Software.

4. Total Fees: None.

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE INDICATING YOUR ACCEPTANCE OF THE
TERMS AND CONDITIONS HEREIN.
