ON SEMICONDUCTOR

SOFTWARE & REUSABLE CODE LICENSE AGREEMENT

IMPORTANT - READ BEFORE DOWNLOADING, COPYING, INSTALLING, OR USING.

DO NOT USE OR INSTALL THIS SOFTWARE OR REUSABLE CODE UNTIL YOU (THE
“LICENSEE”) HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY
DOWNLOADING, COPYING, INSTALLING, OR USING THE SOFTWARE OR REUSABLE
CODE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO SO
AGREE, DO NOT DOWNLOAD, COPY, INSTALL, OR USE THE SOFTWARE OR REUSABLE
CODE.

If you agree to this Agreement on behalf of a company, you represent and warrant that you have authority to
bind such company to this Agreement, and your agreement to these terms will be regarded as the agreement
of such company. In that event, "Licensee" herein refers to such company. This Agreement is a legal contract
between Licensee and Semiconductor Components Industries, LLC a Delaware limited liability
company (d/b/a ON Semiconductor) having its principal place of business at 5005 E. McDowell Road,
Phoenix, Arizona 85008, U.S.A., (“ON SEMICONDUCTOR”) and its affiliates and subsidiaries (“ON
Semiconductor”).

1. Delivery of Software & Reusable Code. Licensee agrees that it has received a copy of the
Software, including human-readable and editable code (“Source Code”), executable code (“Object
Code”), data sheets, BOMs, schematics, and related material (collectively the “Software”) and any
Source Code that is marked in the header with the phrase “This is Reusable Code” (collectively the
“Reusable Code”) for the purpose of enabling Licensee to modify such Software and/or Reusable
Code and then incorporate the functionality of such Software, Reusable Code, modified Software,
and/or modified Reusable Code into Licensee Products (as defined below) for use only with ON
Semiconductor Products (as defined below). Licensee agrees that the delivery of the Software and
Reusable Code does not constitute a sale and the Software and Reusable Code is only licensed.

2. License.
2.1 So ft ware License Grant.
a) ON Semiconductor hereby grants to Licensee a fully paid-up, royalty-free, non-exclusive, non-
transferable and non-sublicensable license to modify the Software as necessary to enable
Licensee’s products (“Licensee Products”) utilizing the Software to operate, or interface with
only products sold to Licensee by or on behalf of ON Semiconductor (“ON Semiconductor
Products”).
b) In addition, ON Semiconductor hereby grants to Licensee a fully paid-up, royalty-free, non-
exclusive, non-transferable license to: (i) use the Software, including as modified by Licensee,
with Licensee Products solely for the purpose of enabling such Licensee Products to operate or
interface with only ON Semiconductor Products; (ii) copy the Software as necessary for such
use; and (iii) distribute only the Software and modified Software in a format which is executable
by a machine and not human-readable, to Licensee’s third party end-user customers
(“Customers”) for use by such Customers strictly in conjunction with Licensee Products and
solely for the purpose of enabling such Licensee Products to operate or interface with ON
Semiconductor Products.
c) Notwithstanding anything herein to the contrary, no license or right of any kind is granted herein
by ON Semiconductor (or its licensors/suppliers) to Licensee to disclose, distribute or otherwise
provide the Software or Software Modifications (defined below) in a format which is
customarily read and edited by humans to Licensee’s customers or to any third party, with the
sole exception of Licensee’s consultants and subcontractors (i) that have a need to have access
to such source code for purposes of the license grant of this Agreement, and (ii) that have entered
into a written confidentiality agreement (“NDA”) with Licensee specifying that such source
code is ON Semiconductor confidential information and preventing unauthorized use or
disclosure of such source code.
d ) Licensee agrees that it shall not take any actions whatsoever that could or would cause the
Software or So ft ware Modifications or any portion thereof to become subject to the GNU
General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public
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 License (MPL), Artistic License, Apache License, Q Public License, IBM Public License, or
any other open source license requiring the distribution of the Software or Software
Modifications or any part thereof in any code format.
e) In the event Licensee makes modifications to the Software made by or on behalf of Licensee
(each a “Software Modification”); Licensee shall notify ON Semiconductor of any Software
Modifications and provide ON Semiconductor with a source code formatted copy of each such
Software Modification within thirty (30) days of making such Software Modifications. ON
Semiconductor shall own any Software Modifications.
f) Licensee shall retain, and shall require each Customer to retain, all copyright and other notices
within the Software and any modified version of the Software developed by Licensee
hereunder.
g) Licensee may only distribute the Software or Software Modifications to its Customers pursuant
to a written license agreement. At a minimum such license agreement shall safeguard ON
Semiconductor’s ownership rights to the Software and Software Modifications. Such license
agreement may be a “break-the-seal” or “click-to-accept” license agreement consistent with the
terms of this Agreement.
h) The Software and Software Modifications are licensed for use only with the ON Semiconductor
Products. Use of the Software and Software Modifications with non-ON Semiconductor
Products is not licensed hereunder.
2.2 Reusable Code License Grant. ON Semiconductor hereby grants to Licensee the same rights
defined in Section 2.1 a) – h) to the Reusable Code to enable Licensee Products utilizing the Reusable Code
to operate, or interface with ON Semiconductor Products, however with the differences defined in this Section
2.2. The obligations and limitations from Section 2.1 a) – h) also apply to the Reusable Code, unless otherwise
specified.

a) Licensee may use the Reusable Code (or portions thereof) within Licensee’s own application
code, provided that such application code is used to interface with ON Semiconductor’s
Products. ON Semiconductor shall retain ownership of the Reusable Code (or portions thereof)
that are used by the Licensee.

b) Licensee may distribute the Reusable Code to a third party, provided that the third party only
uses the Reusable Code (or portions thereof) to interface with ON Semiconductor’s Products.
ON Semiconductor shall retain ownership of the Reusable Code (or parts thereof) that are used
by the third party.

c) Licensee may only distribute the Reusable Code to a third party pursuant to a written license
agreement. At a minimum such license agreement shall safeguard ON Semiconductor’s
ownership rights to the Reusable Code (or parts thereof). Licensee shall remain liable to ON
Semiconductor for the acts or omissions of such third party with respect to the Reusable Code.

d) Licensee is not required to provide ON Semiconductor with copies of an modifications made to

the Reusable Code.

2.3 Ownership; No Implied Licenses. Subject to the licenses expressly granted herein by ON
Semiconductor to Licensee, ON Semiconductor (and/or its licensors/suppliers) retains all rights, title and
interest in and to the Software, the Reusable Code, and all patents, copyrights, trademarks, trade secrets, and
all other proprietary or intellectual rights therein. ON Semiconductor (and/or its licensors/suppliers) reserves
all rights not expressly granted hereunder, and there are no implied licenses granted by ON Semiconductor
hereunder. No licenses or rights to any such third party software/tools/products are granted to Licensee by
ON Semiconductor. Licensee shall ensure that it has obtained all necessary licenses and rights to use any
such third party software/tools/products which are necessary in order to utilize the Software.

2.4 Restrictions. Except as expressly permitted in this Agreement, Licensee shall not use, modify,
copy or distribute the Software or the Reusable Code. The Software and the Reusable Code is the confidential
information of ON Semiconductor (and/or its licensors/suppliers). Except as expressly permitted in this
Agreement, Licensee shall not disclose, or allow access to, the Software or the Reusable Code to any third
party. Except as expressly permitted in this Agreement, Licensee shall not itself and shall restrict Customers
from: copying, modifying, creating derivative work of, decompiling, disassembling or reverse-engineering
the Software or the Reusable Code (or any parts thereof).

2.5 Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable for any
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and all Modifications, Licensee Products, and any and all other products and/or services of Licensee,
including without limitation, with respect to the installation, manufacturing, testing, distribution, use,
support and/or maintenance of any of the foregoing.

3. Warranty Disclaimer. THE SOFTWARE AND THE REUSABLE CODE ARE PROVIDED
BY ON SEMICONDUCTOR TO LICENSEE HEREUNDER “AS IS” AND WITHOUT ANY
REPRESENTATIONS OR WARRANTIES WHATSOEVER. WITHOUT LIMITING THE
FOREGOING, ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) HEREB Y
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES IN RELATION TO
THE SOFTWARE AND THE REUSABLE CODE, ANY MODIFICATIONS, OR THIS
AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWIS E,
INCLUDING WITHOUT LIMITATION ANY AND ALL REPRESENTATIONS AND
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING, TRADE
USAGE, TRADE CUSTOM OR TRADE PRACTICE.

4. No Support Obligation. Licensee acknowledges and agrees that ON Semiconductor (and its
licensors/suppliers) has no and shall have no obligation or responsibility whatsoever under this Agreement
to provide to Licensee, Customers, or any third party, any maintenance, support or assistance (“Support”),
including without limitation in relation to the Software, the Reusable Code, Modifications or Licensee
Products, and ON Semiconductor (and its licensors/suppliers) cannot and shall not be held liable or
responsible to Licensee, Customers, or any third party for the failure to provide any such Support. However,
during the term of this Agreement ON Semiconductor may from time-to-time in its sole discretion provide
such Support to Licensee, and provision of same shall not create nor impose any future obligation on
ON Semiconductor to provide any such Support. Such Support may include provision by ON
Semiconductor to Licensee of updates and/or upgrades to the Software or the Reusable Code, which may
include bug fixes and/or error corrections, and any such updates and/or upgrades to the Software or the
Reusable Code provided by ON Semiconductor to Licensee shall be deemed and considered to be the
Software or the Reusable Code hereunder and shall be governed by the terms and conditions of this
Agreement. Licensee is and shall be solely responsible and liable for any Modifications and for any Licensee
Products, and for testing the Software and the Reusable Code, Modifications and Licensee Products, and for
testing and implementation of the functionality of the Software, the Reusable Code, and Modifications with
the Licensee Products.

5. Term and Termination.

5.1 Term. The term of this agreement is perpetual unless terminated by ON Semiconductor as set
forth herein.

5.2 Termination by ON Semiconductor. ON Semiconductor shall have the right to terminate this
Agreement a t a n y t i me o r upon written notice to Licensee if: (i) Licensee commits a material breach
of this Agreement and does not cure or remedy such breach within thirty (30) days after receipt of written
notice of such breach from ON Semiconductor; or (ii) Licen see uses the Software o utside of the scope
o f t h e A g reement; o r iii) Licensee becomes the subject of a voluntary or involuntary petition in
bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit
of creditors if such petit ion or proceeding is not dismissed with prejudice within sixty (60) days after filing.

5.3 Effect of Termination/Expiration. The following Sections of this Agreement shall survive the
termination or expiration of this Agreement for any reason: 2.1(e), 2.2, 2.3, 2.4, 3, 4, 5, 7, 8, 9 and 10
(excluding only the record retention obligations and audit rights set forth in Section 11.6, which obligations
and rights shall terminate upon termination of the Agreement). Any Software, Reusable Code, or modified
Software distributed by Licensee to Customers pursuant to Section 2.1(b)(iii) of this Agreement prior to
the effective date of such termination or expiration of this Agreement, shall not be effected solely by reason
of such termination or expiration of this Agreement. Upon the effective date of termination of this
Agreement, all licenses granted to Licensee hereunder shall terminate and Licensee shall cease all use,
copying, modification and distribution of the Software and the Reusable Code and shall promptly either
destroy or return to ON Semiconductor all copies of the Software and the Reusable Code in Licensee’s
possession or under Licensee’s control. Within 30 days after the termination of the Agreement, Licensee
shall furnish a statement certifying that all Software, the Reusable Code and related documentation have been
destroyed or returned to ON Semiconductor.

6. Export. Licensee agrees that it shall comply fully with all relevant and applicable export laws and
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regulations of the United States or foreign governments (“Export Laws”) to ensure that neither the
Software, the Reusable Code, nor any direct product thereof is: (i) exported directly or indirectly, in violation
of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including
without limitation nuclear, chemical or biological weapons proliferation.

7. Limitation of Liability. ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS)

SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CIRCUMSTANCES OR ANY
LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE, FOR ANY LOST REVENUE OR PROFITS OR ANY OTHER
COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER
ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE FULL EXTENT SUCH MAY
BE DISCLAIMED BY LAW. ON SEMICONDUCTOR’S TOTAL LIABILITY FOR ANY KIND
OF LOSS, DAMAGE OR LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT, UNDER ANY THEORY OF LIABILITY, SHALL IN NO EVENT EXCEED THE
AMOUNT ACTUALLY PAID BY LICENSEE TO ON SEMICONDUCTOR FOR THE
SOFTWARE UNDER THIS AGREEMENT.
8. Indemnification. Licensee acknowledges and agrees that Licensee is solely and wholly responsible
and liable for any and all Modifications, Licensee Products, and any and all o f Licensee’s other products
and/or services, including without limitation, with respect to the installation, manufacturing, testing,
distribution, use, support and/or maintenance of any of the foregoing. Licensee shall, at Licensee’s sole
expense, defend, indemnify and hold harmless ON Semiconductor and its subsidiaries and affiliates from and
against any and all claims, demands, suits, actions, and proceedings (“Claim(s)”), and all related damages,
costs, and expenses (including reasonable attorneys fees), arising from, related to or in connection with
Modifications, Licensee Products, and the Software and/or the Reusable Code in combination with
Modifications and/or Licensee Products, including without limitation, in relation to product liability or
infringement of third party rights. ON Semiconductor shall: (a) notify Licensee promptly upon learning of
such a Claim; (b) give Licensee reasonable information and assistance regarding such Claim; and (c)
tender to Licensee authority to direct the defense of such Claim, including negotiation of any settlement
in relation thereto, provided however that Licensee shall not enter into any such settlement without ON
Semiconductor’s express prior written consent, which consent shall not be unreasonably withheld.

9. Publicity. Licensee agrees that it shall not issue any press releases containing, nor advertise,
reference, reproduce, use or display, ON Semiconductor’s name or any ON Semiconductor trademark without
ON Semiconductor’s express prior written consent in each instance; provided, however, that Licensee may
indicate that the Licensee Product is interoperable with ON Semiconductor Products in product
documentation and collateral material for the Licensee Product.

10. Performance Comparisons. Licensee shall not distribute externally or disclose to any Customer
or to any third party any reports or statements that directly compare the speed, functionality or other
performance results or characteristics of the Software o r R e u s ab l e C o d e with any similar third party
products without the express prior written consent of ON Semiconductor in each instance; provided,
however, that Licensee may disclose such reports or statements to Licensee’s consultants (i) that have a
need to have access to such reports or statements for purposes of the license grant of this Agreement, and
(ii) that have entered into a written confidentiality agreement with Licensee no less restrictive than that
certain NDA.

11. Miscellaneous.

11.1 Governing Law. This Agreement shall be governed by the laws of the State of New York, and
applicable U.S. federal law, without giving effect to conflict of law or to choice of law principles, and
excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods, if
applicable.

11.2 Assignment. Neither this Agreement, nor any of the rights or obligations herein, may be assigned
or transferred by Licensee without the express prior written consent of ON Semiconductor, and any attempt
to do so in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the parties, their successors and assigns.

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11.3 Limitations on Use. The Software and Reusable Code are not designed, developed, licensed,
provided, intended, or authorized for use as a critical component in life support systems, or any FDA
Class 3 medical devices or medical devices with a similar or equivalent classification in a foreign
jurisdiction, or any devices intended for implantation in the human body (“High Risk Use”). Licensee
agrees that ON Semiconductor (and its licensors/suppliers) shall not be liable or responsible for any claim,
loss, demand, investigation, lawsuit, regulatory action, cause of action, costs, expenses or liabilities
whatsoever arising from or in relation to any such High Risk Use of the Software, the Reusable Code,
Modifications or Licensee Products. Licensee agrees to indemnify, defend and hold harmless ON
Semiconductor, its directors, officers, employees, representatives, agents, subsidiaries, affiliates,
distributors, and assigns, against any claim, loss, demand, investigation, lawsuit, regulatory action, cause
of action, costs, expenses or liabilities whatsoever arising from or in relation to any such High Risk Use,
even for allegations regarding negligence for the Software, Reusable Code, or Modifications or Licensee
Products.

11.4 Severability; Waiver. Any provision of this Agreement which is held to be invalid or
unenforceable by a court in any jurisdiction shall, as to such jurisdiction, be severed from this Agreement
and ineffective to the extent of such invalidity or unenforceability without invalidating the remaining
portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Failure
by either party hereto to enforce any term of this Agreement shall not be held a waiver of such term nor
prevent enforcement of such term thereafter, unless and to the extent expressly set forth in a writing signed
by the party charged with such waiver.

11.5 Remedies Not Exclusive. The remedies herein are not exclusive, but rather are cumulative and in
addition to all other remedies available to ON Semiconductor.

11.6 Records; Audit. Licensee agrees that it shall maintain accurate and complete records relating to its
activities under Section 2.1(b)(iii) of this Agreement during the term of this Agreement. Upon reasonable
advance written notice, ON Semiconductor shall have the right no more frequently than once in any 12 month
period during the term of the Agreement, through an independent third party approved by Licensee in writing
(such approval not to be unreasonably withheld), to examine and audit such records and Licensee’s compliance
with the terms of Section 2.1(b)(iii) of this Agreement. Any such audit shall not interfere with the ordinary
business operations of Licensee and shall be conducted at the expense of ON Semiconductor. All reports,
documents, materials and other information collected or prepared during an audit shall be deemed to be the
confidential information of Licensee (“Licensee Confidential Information”), and ON Semiconductor shall
protect the confidentiality of all Licensee Confidential Information; provided that, such Licensee Confidential
Information shall not be disclosed to any third parties with the sole exception of the independent third party
auditor approved by Licensee in writing, and its permitted use shall be restricted to the purposes of the audit
rights described in this Section 11.6.

11.7 No Joint Venture, Agency, etc. Nothing in this Agreement shall be construed as creating a joint
venture, agency, partnership, trust or other similar association of any kind between the parties hereto. The
parties hereto are for all purposes of this Agreement independent contractors, and neither shall hold itself
out as having any authority to act as an agent or partner of the other party, or in any way bind or commit
the other party to any obligations.

11.8 Interpretation. In this Agreement, words importing a singular number only shall include the plural
and vice versa, and section numbers and headings are for convenience of reference only and shall not affect
the construction or interpretation hereof.

11.9 Entire Agreement; Amendment; Counterparts; Facsimile Copies. This Agreement, including the
Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto
regarding the subject matter hereof and supersedes all other agreements, understandings, promises,
representations or discussions, written or oral, between the parties regarding the subject matter hereof. This
Agreement may not be amended except in writing signed by an authorized representative of each of the
parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and which together shall constitute one and the same agreement. Each party hereto may deliver an
executed copy of this Agreement to the other party via facsimile or other electronic means, and such executed
copy(ies) sent/received via facsimile or other electronic means shall be deemed an original and binding copy.

12. Confidentiality. Notwithstanding any terms to the contrary in any non-disclosure agreements
between the Parties, Licensee shall treat this Agreement, the Software, and the Reusable Code as ON
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Semiconductor’s “Confidential Information” including: not using the Confidential Information except as
expressly set forth herein or otherwise authorized in writing; implementing reasonable procedures to prohibit
the disclosure, unauthorized duplication, misuse or removal of the Confidential Information; and not
disclosing the Confidential Information to any third party except as may be necessary and required in
connection with the rights and obligations under this Agreement and subject to confidentiality obligations at
least as protective as those set forth herein, or as otherwise required by law. It is expressly understood that all
Confidential Information transferred hereunder, and all copies, modifications, and derivatives thereof, will
remain the property of ON Semiconductor, and the Licensee is authorized to use those materials only in
accordance with the terms and conditions of this Agreement. Upon termination of this Agreement or upon
written request, License shall either return all Confidential Information to ON Semiconductor along with all
copies and/or derivatives made, including that on computer databases and copies of portions of the
Confidential Information, or destroy all such Confidential Information and certify by written memorandum
that all such Confidential Information has been destroyed.

Nothing contained in this Agreement limits a party from filing a truthful complaint, or the party’s ability to
communicate directly to, or otherwise participate in either: (i) any investigation or proceeding with a United
States government agency alleging a securities law violation, waste, fraud, or abuse; or (ii) an investigation
or proceeding that is protected under a whistleblower provision of a U.S. federal law or regulation.

DO NOT USE OR INSTALL THIS SOFTWARE OR REUSABLE CODE UNTIL YOU (THE
“LICENSEE”) HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY
DOWNLOADING, COPYING, INSTALLING, OR USING THE SOFTWARE OR REUSABLE
CODE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO SO
AGREE, DO NOT DOWNLOAD, COPY, INSTALL, OR USE THE SOFTWARE OR REUSABLE
CODE.