INTELLECTUAL PROPERTY AGREEMENT,

1.1.

Capitalized terms used in this Agreement but not defined herein shall have the meaning given in the APA.

1.2.

“Arrow Exclusive Field of Use” means (a) the United States Government and quasi-United States Government agencies (e.g., United States Postal Service and Federal Thrift), and U.S. state and local governments, other than those included in the Dagger Exclusive Field of Use, and (b) companies whose predominant business is to provide communications, media, entertainment, financial services and healthcare products or services.

1.3.

“Dagger Exclusive Field of Use” means United States Government involved with defense, the United States Intelligence Community (as comprised by Air Force Intelligence, Army Intelligence, the Central Intelligence Agency, Coast Guard Intelligence, the Defense Intelligence Agency, Marine Corps Intelligence, the National Geospatial-Intelligence Agency, the National Reconnaissance Office, the National Security Agency and Navy Intelligence, as well as the intelligence organizations and functions within the Department of Energy, the Department of Homeland Security, the Department of State, the Department of Treasury and the Federal Bureau of Investigation) and homeland security (consisting of all agencies of the United States Government included in the Department of Homeland Security as of the date hereof), either directly or through other parties that provide goods and/or services to such agencies.

1.4.

“Nonexclusive Field of Use” means in all countries and all markets other than the Arrow Exclusive Field of Use and the Dagger Exclusive Field of Use.

1.5.

“Improvements” means the modifications, enhancements and improvements to any Technology made after the Closing, but excluding Momentum Improvements.

1.5.1.

“Momentum Improvements” means the modifications, enhancements and improvements to the Shared Technology made by Arrow or Dagger in connection with the production of version 6.0 of the listed “Momentum Products” in Schedule B-2, including such modifications, enhancements and improvements made prior to the first product release by Arrow and Dagger of the complete version 6.0 of the Momentum Products.

1.5.2.

“Intellectual Property” means all Patents, Trademarks and Other IPR.

1.5.3.

“Patents” means patents, utility models and applications for the foregoing and similar technology rights which and insofar as they are the subject of registration with a competent authority, including divisions, extensions, re-examinations, reissues, continuations, continuations-in-part and renewal applications, anywhere in the world.

1.5.3.1.

“Inventions” means any invention or discovery (i) related to the Technology and conceived prior to the Closing Date, or (ii) related to Momentum Improvements and conceived prior to the first product release of the complete Momentum Products release 6.0, and for which a Patent is subsequently obtained.

1.5.3.2.

“Subject Patents” means all Patents owned by Arrow as of the Closing Date, all Patents that claim priority to any of the Patents owned by Arrow as of the Closing Date, and all Patents for any Invention.

1.5.4.

“Trademarks” means all registered and common law trademarks, trade names, service marks, and trade dress rights, including all applications and registrations thereof and any common law rights, anywhere in the world.

1.5.4.1.

“Dagger Trademarks” means all Trademarks listed in schedule A-1, the names used in connection with the Dagger Products, domain names registered to Arrow that incorporate the name of a Dagger Product (excluding domain names that combine a Dagger Product name with an Arrow Trademark) and the goodwill associated therewith.

1.5.4.2.

“Arrow Trademarks” means all Trademarks, including domain names, used by Arrow prior to Closing except for the Dagger Trademarks and excluding domain names that combine a Dagger Product name with an Arrow Trademark, and the goodwill associated therewith.

1.5.5.

“Other IPR” means all copyrights, trade secrets, confidential or proprietary rights, or other intellectual property rights in Technology anywhere in the world, excluding (i) Patents, and (ii) Trademarks.

1.5.5.1.

“Dagger IPR” means all Other IPR in the Dagger Technology, excluding Shared IPR, Special IPR, and Tool IPR.

1.5.5.2.

“Shared IPR” means all Other IPR in the Shared Technology, excluding Special IPR and Tool IPR.

1.5.5.3.

“Special IPR” means all Other IPR in the Special Technology, excluding Tool IPR.

1.5.5.4.

“Tool IPR” means all Other IPR in the Tools.

1.6.

With respect to a license granted herein, “Grantor” means the Party, either Dagger or Arrow as the case may be, granting the license and “Grantee” means the Party, either Arrow or Dagger as the case may be, being granted the license.

1.7.

“Products” means those products, for the specified versions and type (object and/or source code), set forth in the attached Schedules B-1 through B-4, in which Schedule B-1 lists “Dagger Products”, Schedule B-2 lists “Shared Products”, Schedule B-3 lists “Special Products”, and Schedule B-4 lists “Tools.”

1.8.

“Technology” means all software (in source code, object code, firmware and other form), technical and commercial information of a confidential or proprietary nature (in tangible or intangible form), know-how, business methods, supplier lists, designs, data, databases and documents of whatever kind, whether drawings, specifications, photographs, samples, models, processes, procedures, reports and correspondence, that are Used In The Business and (i) in existence and owned by Arrow prior to the Closing Date or (ii) Momentum Improvements. Technology does not include Improvements made after the Closing Date, except for Momentum Improvements. Technology includes the software listed in Schedules B-1 through B-5.

1.8.1.

“Dagger Technology” means all Dagger Products, and the Technology used in connection with the Dagger Products, excluding Technology also used in the Retained Operations.

1.8.2.

“Shared Technology” means all Shared Products, and the Technology used in connection with the Shared Products, excluding Special Technology and Tools.

1.8.3.

“Special Technology” means all Special Products, and the Technology used in connection with the Special Products, excluding Tools.

1.9.

“Used In The Business” means as of the Closing or immediately prior to the execution of this Agreement (i) actually licensed by Arrow to a customer or customers in the Business, or (ii) promised to be delivered by Arrow to a customer in connection with the Business and for which there is an outstanding contract with a customer, or an outstanding formal bid or proposal made by Arrow prior to the Closing or execution of this Agreement.

2.1.

This Agreement, including all of the transfers, assignments, and grants of licenses set forth in Article 3 hereof, and the rights and obligations of Articles 3 through 11 and 13, is made in consideration of the mutual covenants set forth in the APA and herein and a portion of the Purchase Price referred to in the APA. The rights and obligations of the Parties under Article 12 “Conditions Precedent and Representations” and Section 7.1 “Third Party Consents” shall be deemed effective upon execution and delivery of this Agreement. All other rights and obligations of the Parties, including the transfers, assignments and grants of licenses set forth in Article 3 and the rights and obligations of Articles 3 through 11 and 13 and Sections 7.2 through 7.7, shall be effective upon the occurrence of, and as of, the Closing. Article 12 “Conditions Precedent and Representations” shall terminate upon the occurrence of, and as of, the Closing.

3.1.

Transfer and Assignment of Dagger Technology and Dagger IPR. Arrow hereby sells, transfers and assigns to Dagger, and Dagger purchases and acquires from Arrow, all of Arrow’s rights, title and interest in and to the Dagger Technology and Dagger IPR. Such transfer and assignment includes (i) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement of the Dagger IPR, except as otherwise provided in this Agreement; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Dagger IPR.

3.2.

Transfer and Assignment of Shared Technology and Shared IPR

3.2.1.

Arrow hereby sells, transfers and assigns to Dagger, and Dagger purchases and acquires from Arrow, all of Arrow’s right, title and interest in and to the Shared Technology and Shared IPR solely in the Dagger Exclusive Field of Use, including all right, title and interest in and to copyrights in the Shared Technology, and other

Shared IPR, solely in the Dagger Exclusive Field of Use. Such transfer and assignment includes (i) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement of the Shared IPR in the Dagger Exclusive Field of Use, except as may be otherwise provided subsequent to the Closing under Article 5 of this Agreement; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Shared IPR, in the Dagger Exclusive Field of Use, except as may be otherwise subsequent to to the Closing provided under any subsequent distribution or services agreement entered into between the Parties. Such transfer and assignment under this section 3.2.1 excludes (i) any assignment of Arrow’s right, title and interest in and to the Shared Technology and Shared IPR in the Arrow Exclusive Field of Use or Nonexclusive Field of Use; (ii) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement in the Shared IPR in the Arrow Exclusive Field of Use and Nonexclusive Field of Use; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Shared IPR in the Arrow Exclusive Field of Use and Nonexclusive Field of Use.

3.2.2.

Arrow hereby sells, transfers and assigns to Dagger, and Dagger purchases and acquires from Arrow, a joint and undivided co-ownership of all right, title and interest in and to the Shared Technology and Shared IPR solely in the Nonexclusive Field of Use. Such transfer and assignment includes the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement of the Shared IPR in the Nonexclusive Field of Use, except as otherwise provided in this Agreement. Such transfer and assignment under this section 3.2.2 excludes (i) any assignment of Arrow’s right, title and interest in and to the Shared Technology and Shared IPR in the Arrow Exclusive Field of Use; (ii) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement in the Shared IPR in the Arrow Exclusive Field of Use; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Shared IPR in the Arrow Exclusive Field of Use.

3.3.

Exclusive License for Special Technology. Arrow hereby grants to Dagger a worldwide, irrevocable, perpetual, royalty-free exclusive license under the Special IPR in the Dagger Exclusive Field of Use, of the rights to make, use, distribute (including to sell and offer to sell) in object code and source code form, import, copy and make derivative works of, the Special Technology, including the right to transfer or sublicense such rights, except that Arrow’s approval of the transferee or sub-licensee is required for either (i) transfer of such rights in the Special Technology identified in Schedule B-3 as Legacy Momentum (“Legacy Momentum”) to any third party or (ii) sublicense of such rights in Legacy Momentum to any third party other than an existing Legacy Momentum customer under a Dagger Engagement. Arrow shall not unreasonably delay or withhold approval of a transfer or sublicense of such rights in Legacy Momentum. Whether or not Arrow has acted reasonably shall be assessed against the business judgment that would have been made by a similarly situated company with comparable market presence, and technical and intellectual property resources.

3.4.

Nonexclusive License for Tools. Arrow hereby grants to Dagger a worldwide, irrevocable, perpetual, royalty-free nonexclusive license under the Tools IPR in the Dagger Exclusive Field of Use and for internal use only, to make, use, import, copy and make derivative works of, the Tools, solely for use in connection with the Dagger Technology, Shared Technology, or Special Technology, including the right to transfer or sublicense such rights in connection with a transfer or sublicense of Dagger Technology, Shared Technology, or Special Technology.

3.5.

Transfer of Trademarks. Arrow hereby transfers and assigns to Dagger all of Arrow’s rights, title and interest in and to the Dagger Trademarks, and the goodwill associated therewith. Such transfer and assignment includes (i) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement of the Dagger Trademarks, except as otherwise provided in this Agreement; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Dagger Trademarks.

4.1.

Retained Interests. All rights, title and interests not transferred or assigned at the Closing under the APA or this Agreement are reserved by Arrow, including but not limited to (i) all right, title and interest in the Arrow Trademarks, (ii) all right, title and interest in the Shared Technology and Shared IPR solely with respect to the Arrow Exclusive Field of Use, and (iii) a joint and undivided co-ownership right, title and interest in the Shared Technology and Shared IPR in the Nonexclusive Field of Use.

4.2.

Rights of Grantee in the Event of Grantor’s Insolvency. In the event of a rejection or termination of this Agreement or any license hereunder in connection with a Grantor’s insolvency, bankruptcy, dissolution or liquidation, (a) such rejection or termination shall be deemed to not terminate the Grantee’s right, title and interest with respect to any Intellectual Property or Technology under this Agreement or such license, (b) the Grantee shall be entitled to continue to exercise its rights under, and in accordance with, this Agreement and any such license, and (c) the Grantee’s continued use of the Intellectual Property and Technology as described in this Agreement shall be deemed to not breach any obligation under this Agreement and to not violate or infringe any Intellectual Property or rights in the Technology. To the extent applicable to the Grantor’s insolvency, bankruptcy, dissolution or liquidation, this Section 4.2 shall be construed and enforced in accordance with the U.S. Bankruptcy Code, including Section 365(n).

4.3.

Co-Ownership Rights. A Party’s co-ownership rights in Shared Technology and Shared IPR shall be complete and equal ownership of all right, title and interest in the Non-Exclusive Field of Use, such that each shall own therein all of the exclusive rights of intellectual property ownership granted, vested or afforded by law or equity, excepting only the rights expressly herein relinquished, waived and agreed to not assert and the rights otherwise restricted by any of the Ancillary Agreements.

5.1.

Improvements. All Improvements which are made, conceived or reduced to practice by a Party following the execution of this Agreement, and all intellectual property rights therein, shall be the exclusive property of that Party, without restrictions. Neither Party shall have an obligation to disclose, or to notify the other Party of, any Improvements under this Agreement. Each Party shall have the sole right to file, prosecute, and maintain any patent, copyright, trademark or other intellectual property protection that may become available from the Improvements made by it, and shall have the right to determine whether or not, and where, to file a patent, copyright or trademark application, to abandon the prosecution of any such application, or to discontinue the maintenance of any such application or any patent or copyright or trademark registration.

5.2.

Enforcement of Shared IPR and Special IPR.