Seeq Corporation Microsoft Azure Marketplace Standard Contract - Universal Amendment 1 Updated: July 20, 2020 This Amendment 1 (“Amendment”) is between you (“you” or “Customer”) and the publisher (“Seeq” or “Publisher”) from which you are procuring Offerings and modifies and is incorporated into the Azure Marketplace Standard Contract (“Contract”) between you and Seeq. Capitalized terms have the meaning given them in the Contract. Section V. Verifying Compliance is modified by deleting the first paragraph of that section and replacing it with the following. Customer must keep records relating to Offerings it and its Affiliates use or distribute. At Publisher’s expense, Publisher may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Publisher may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Publisher or the auditor reasonably requests related to the verification and access to systems running the Offerings. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance. Seeq will not require Customer to pay for past unlicensed usage. If verification or self-audit reveals any unlicensed use, then: a. If Customer’s license covers a fixed number of Users, Customer must, within 30 days, order sufficient licenses to cover Current unlicensed usage and good-faith anticipated future usage. b. If Customer’s license is under Seeq’s Extended Experience Program, Strategic Agreement Program or any other program not tied directly to a fixed number of Users, then the parties will negotiate in good faith as follows: (1) if the excess use is less than 50% above the number of Users that was used to set pricing for such license for the current contract period (usually a year), the parties will negotiate an appropriate usage level and fees for the next contract period, and (2) If the excess use is more than 50% above such number, the parties will negotiate appropriate usage levels and fees for the remainder of the current and the next contract periods, with additional fees for the current period payable upon Seeq’s invoice. Section X. Term and termination of the Contract is modified by deleting subsection b. Termination without cause in its entirety and replacing it with the following: b. Termination without cause and Customer credit. Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause on 60 days’ notice. Termination without cause will not affect Customer’s perpetual licenses, and licenses granted on a subscription basis will terminate effective at the end of the notice period. Publisher will refund to Customer usage fees paid in advance (less the Azure cloud listing fee) for unused consumption for any usage period after the termination date. Except as expressly modified by this Amendment, all provisions of the Contract remain in full force and effect. ~ ~ ~ ~ ~