HITACHI HIGH TECHNOLOGIES AMERICA, INC.

STANDARD SERVICE AGREEMENT

SCANNING / TRANSMISSION / FOCUSED ION BEAM
ELECTRON MICROSCOPE


EED-SF-004, Rev. 092911


2
This Service Agreement (this Agreement) is entered into as of the date last written in the signature block
on Page 1 between Hitachi High Technologies America, Inc. (HTA), with its headquarters located at 10
North Martingale Road, Suite 500, Schaumburg, Illinois 60173, and the Subscriber as shown in the
Proposed to block on Page 1 of this Agreement.

The parties hereby agree as follows:

1.0 Service. HTA agrees, during the term of service specified on Page 1 of this Agreement, to inspect,
repair, and maintain the items of equipment specified on Page 1 (the Equipment) according to the
terms of this Agreement, which Subscriber acknowledges it has read and to which Subscriber agrees.
HTA will repair or replace any component part of the Equipment at no additional cost to Subscriber,
except as described in Section 3.6, if said repair or replacement is deemed necessary in the judgment
of HTA. Labor required to perform such services will be rendered during the hours specified in the
Service Plan selected by Subscriber as described in the Service Plans section of this Agreement.
Labor required after such hours will be billed to the Subscriber at HTAs standard overtime rates
(less 10% discount) in effect at the time such labor is rendered.

2.0 Service Plans. Subscriber may choose one of the following three Service Plans and Subscribers
election shall be designated on Page 1 of this Agreement:

Service Plans Option 1 Option 2 Option 3
On-site
Emergency
Service
Unlimited Unlimited Unlimited
Response Period Monday-
Friday,
excluding HTA
holidays
Monday-Friday,
excluding HTA
holidays
Monday-Friday, excluding
HTA
holidays
Response Hours 8 a.m.
5 p.m.
8 a.m.
5 p.m.
8 a.m.
5 p.m.
Response time 48-hours 48-hours 48-hours
Preventive
Maintenance
Service
2 per year 1 per year 1 per year
Parts Included * Included * Vacuum roughing pump oil and filter
only! Blanket PO or Credit Card, in
advance, required for ALL parts
purchases.
* Except as described in Section 3.6

HTA will make commercially reasonable efforts to respond within the timeframes set forth in the
Service Plan selected by Subscriber.

3.0 General Service Provisions

3.1 Emergency Service is that service to be performed where a breakdown has occurred through normal
usage of the Equipment and Subscriber has notified HTA of that breakdown. The replacement of a
consumable item does not constitute Emergency Service. Emergency Service repairs will be
performed free-of-charge to Subscriber, except as provided in Section 3.6.
HITACHI HIGH TECHNOLOGIES AMERICA, INC.
STANDARD SERVICE AGREEMENT
SCANNING / TRANSMISSION / FOCUSED ION BEAM
ELECTRON MICROSCOPE


EED-SF-004, Rev. 092911


3

3.2 On-Site Emergency Service Response Time is the length of time within which the HTA Service
Engineer should arrive on-site after receipt of the first request by Subscriber for Emergency Service.

3.3 Preventive Maintenance. HTA agrees to provide comprehensive preventive maintenance
inspections and service designed to keep the Equipment in a condition ready for ordinary use at
intervals based on the contract plan selected by mutual agreement with Subscriber. The cost of
preventive maintenance inspections and service is included in the cost of this Agreement except as
provided in Section 3.6. Routine replacement of parts shall be as specified below, and other parts
will be replaced if deemed necessary in the judgment of the HTA Service Engineer. Preventive
maintenance inspections and service may include the following, as determined by the HTA Service
Engineer:

Cleaning of the instrument;
Replacement of parts under Option 1 and Option 2 Plans;
Inspection and replacement of vacuum pump oils, seals and filters;
Inspection and replacement of vacuum hoses, air lines and water lines;
Inspection and adjustment, if necessary, of all systems; and
Column alignment and inspection of image.

3.4 Parts. All parts, except those listed in Section 3.6, will be provided and replaced or repaired free-of-
charge if, in the determination of the HTA Service Engineer, such replacement or repair is necessary
to keep the Equipment in a condition ready for ordinary use. All parts that have been replaced
become the property of HTA. Subscriber is entitled to a 10% discount off the standard selling price
for the parts listed in Section 3.6 in effect at the time such parts are replaced.

3.5 Subscriber Responsibilities. Subscriber shall have the following obligations under this Agreement:

A) The Subscriber shall be responsible for routine operation and the User Preventive Maintenance
described in the maintenance section of the Equipments instruction manual(s).

B) The Subscriber shall promptly advise the HTA Service Engineer of any unsafe or hazardous
condition near the Equipment or under which the Equipment has been operated.

C) The Subscriber shall supply and make available to the HTA Service Engineer the following
materials and equipment to support maintenance and repair procedures:

1) Ultrasonic Cleaner - For cleaning parts;
2) Air Spray - For blowing dust away;
3) Optical Microscope - For checking specimens and/or parts.
4) SF6 Gas (if applicable to the equipment).

D) For the Option 3 Plan, Subscriber must provide a blanket purchase order or provide a
valid credit card number, at the time of contract purchase or renewal, for the purchase of
ALL replacement parts, except vacuum roughing pump oil and oil mist filters, during the
period of this Agreement.

3.6 Exclusions. The following maintenance, service, parts, and Equipment are expressly excluded from
coverage by this Agreement:

HITACHI HIGH TECHNOLOGIES AMERICA, INC.
STANDARD SERVICE AGREEMENT
SCANNING / TRANSMISSION / FOCUSED ION BEAM
ELECTRON MICROSCOPE


EED-SF-004, Rev. 092911


4
A) HTA assumes no liability and has no responsibility under this Agreement or otherwise for the
replacement or repair of Equipment, components, or parts altered, modified, replaced, repaired,
moved, relocated, or connected by mechanical or electrical means to non-Hitachi manufactured
or supplied equipment or software by Subscriber or a third-party without authorization from
HTA. Any such Equipment, components, or parts shall not be covered by this Agreement.

B) HTA assumes no liability and has no responsibility under this Agreement or otherwise for the
replacement or repair of Equipment, components, or parts necessitated by abuse, misuse, or any
external cause including, but not limited to, fire, water or water failure, electrical power
interruption, inadequate air conditioning, heating, or humidity control, inadequate operating
environment, explosion, building collapse, acts of God, civil disorders, or any other causes
beyond HTAs control.

C) Consumable parts, including, but not limited to emission sources (tips), aperture strips, and
specimen stubs, are not covered by this Agreement. Additionally, the following shall apply:
1. Thermal FE-SEM: Tips and aperture strips are not covered by this Agreement, unless
specifically included as part of this Agreement.
2. Cold Cathode FE-SEM: Tips and aperture strips are covered by this Agreement

D) Paint and exterior cabinet panels are not covered by this Agreement.

E) Equipment accessories, including, but not limited to, energy dispersive x-ray microanalysis
(EDX) systems, wavelength dispersive x-ray (WDX) systems, image intensifier systems, water
chillers and anti-vibration tables, are not covered by this Agreement unless specifically included
as part of this Agreement.

F) Updates and upgrades to the Equipments operating software are not covered by this Agreement.

G) Relocation of Equipment and training of new operators are not covered by this Agreement and
will be billed at HTAs standard billable rates (less 10% discount).

H) The disposal of any hazardous waste materials is the responsibility of the Subscriber and is not
covered by this Agreement.

I) High voltage transformer assemblies are excluded from parts coverage under the Option 2
Service Plan.

J ) All parts, except for vacuum roughing pump oil and filters, are excluded from parts coverage
under the Option 3 Service Plan.

4.0 Service Call Procedures. All requests for service must be placed to HTAs Customer Support
Center at the toll-free number (800) 253-3053 during the hours of coverage. HTAs primary Service
Engineer or alternate will be promptly notified of Subscribers request and will attempt to call
Subscriber back within twenty-four (24) hours to advise Subscriber of the estimated on-site arrival
time.





HITACHI HIGH TECHNOLOGIES AMERICA, INC.
STANDARD SERVICE AGREEMENT
SCANNING / TRANSMISSION / FOCUSED ION BEAM
ELECTRON MICROSCOPE


EED-SF-004, Rev. 092911


5
5.0 Cost and Billing Options

5.1 The cost for HTAs Services under this Agreement shall vary according to the Service Plan elected
by Subscriber and the Equipment to be maintained. Subscribers cost is specified on Page 1. The
cost may be revised from time to time to reflect required governmental taxes.

5.2 Subscriber may elect either annual or quarterly billing under this Agreement. In either event, HTA
will transmit an invoice to Subscriber and payment will be due in advance of the service period
covered by such invoice. Subscribers billing election will be specified on Page 1.

5.3 A change of service coverage from Option 3 to Option 1 or Option 2, or from Option 2 to Option 1,
during the term of this agreement or at time of renewal of this Agreement will require an inspection
of the Equipment to verify that the Equipment is eligible for coverage under Option 1 or Option 2
Plan. Labor to perform the inspection will be provided at no charge to the Subscriber. Any
replacement parts previously ordered under Option 2 or Option 3 coverage remain subject to the
Option 2 or Option 3 Plan terms for purchase of parts.

6.0 Term and Termination. This Agreement shall become effective on the first day of the term of
service specified on Page 1 and shall expire on the last day of such term of service. This Agreement
may be canceled by either party upon sixty (60) days written notice. Upon cancellation, HTA, if
appropriate under the circumstances, shall refund to Subscriber a pro rata portion of any charge paid
hereunder for the balance of the term of service specified in Page 1. Subscriber agrees to return to
HTA all diagnostic materials and maintenance aids, including all copies thereof, within thirty (30)
days after termination of this Agreement.

7.0 General Provisions

7.1 Payment Terms. In the event Subscriber elects annual billing, the full amount due from Subscriber
under this Agreement will be invoiced upon execution of this Agreement and is due thirty (30) days
from the date of the invoice. In the event Subscriber elects quarterly billing, quarterly invoices will
be issued to Subscriber at least thirty (30) days in advance of the service period covered by such
invoice and are due by the start of the service period. If Subscriber fails to pay any amount
hereunder when due, HTA may deny or suspend provision of service, and that amount shall
thereafter bear a late charge until paid in full, which late charge shall be computed at the rate of ten
percent (10%) per annum; provided however, that the late charge shall at no time exceed the
maximum amount permitted under applicable law. If Subscriber pays any amount hereunder when a
late charge has accrued, that amount shall be applied first against that late charge. A 2% discount
will apply to the amount due if HTA receives Subscribers Purchase Order for the Agreement prior
to the Agreement start date.

7.2 Warranty. HTA warrants that it shall provide service during the term of this Agreement in
accordance with the provisions of this Agreement.

7.3 Disclaimer and Limitation of Liability.

THE FOREGOING EXPRESS WARRANTY BY HTA IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS, AND ALSO IS IN LIEU OF ANY AND ALL
OBLIGATIONS OR LIABILITY OF HTA FOR ANY DAMAGES WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT,
HITACHI HIGH TECHNOLOGIES AMERICA, INC.
STANDARD SERVICE AGREEMENT
SCANNING / TRANSMISSION / FOCUSED ION BEAM
ELECTRON MICROSCOPE


EED-SF-004, Rev. 092911


6
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, FOR ANY CAUSE OF
ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF
THE EQUIPMENT, OR RESULTING FROM LOSS OF USE, DATA, PROFITS, OR
BUSINESS OPPORTUNITIES, EVEN IF HTA WAS OR SHOULD HAVE BEEN AWARE
OF THE POSSIBILITY OF SUCH DAMAGES.

HTAS MAXIMUM TOTAL LIABILTY FOR A BREACH OF WARRANTY SHALL BE
LIMITED TO A REFUND OF THE TOTAL PRICE PAID BY SUBSCRIBER FOR THE
SERVICES TO BE PROVIDED UNDER THIS AGREEMENT.

SUBSCRIBER ACKNOWLEDGES THAT THE COST FOR HTAS SERVICES UNDER
THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS
AGREEMENT AND THAT HTA WOULD NOT ENTER INTO THIS AGREEMENT
WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

7.4 Indemnification. Each Party shall, to the extent permitted by law, fully indemnify, defend, and hold
harmless the other Party for all third-party claims, liabilities, damages, fines, penalties, losses, or
expenses (including reasonable attorneys fees, settlements and judgments) resulting from an injury
to or death of any person (including, without limitation, injury to or death of employees of HTA or
Subscriber) and for loss of or damage to personal property or to the environment (collectively,
Claims), to the extent such Claims are based upon the negligent or reckless acts or omissions of the
Party in its performance under this Agreement; provided, however, that each partys duty to provide
indemnification hereunder shall not arise to the extent that the Claims arise out of or result from any
negligent or reckless act or omission or willful misconduct of the other party, and provided further
that each partys obligations above are subject to each of the following provisions:

(A) The party seeking indemnification shall give the other party written notice of any such Claim as
promptly as reasonably practicable;

(B) The party seeking indemnification shall give the other party the opportunity to elect to take over,
settle, or defend any such Claim through counsel of its choice and under its sole direction, and at its
sole expense; and

(C) The party seeking indemnification will make available to the other party all defenses against any
such Claim available to it, and will cooperate fully with the other party; provided, however, that such
cooperation shall in no event materially interfere with or adversely affect the partys operations.

7.5 Equipment Eligibility. All Equipment to be covered under this Agreement must be in a condition
ready for ordinary use as determined by HTA prior to the beginning of coverage under this
Agreement. Equipment that is currently covered by another HTA service agreement or a new
equipment factory warranty shall be deemed to be in such condition. Equipment that has not been
covered by another HTA service agreement or new equipment factory warranty for a period of thirty
(30) days or longer must pass a pre-service contract inspection by HTA charged at HTAs then-
current standard billable rates. This pre-service contract inspection shall be effective for thirty (30)
days from the completion date of that inspection, and in order for the Equipment to be eligible for
coverage, this Agreement must be executed during such thirty (30) day period.

7.6 Confidential Information. HTA and Subscriber each understand that certain materials and
information may be made available to the other party that relate to the Equipment or the services
HITACHI HIGH TECHNOLOGIES AMERICA, INC.
STANDARD SERVICE AGREEMENT
SCANNING / TRANSMISSION / FOCUSED ION BEAM
ELECTRON MICROSCOPE


EED-SF-004, Rev. 092911


7
provided by HTA in connection with the performance of this Agreement (Confidential
Information). Each party agrees (i) not to copy, disclose or disseminate, in any way or form, any
Confidential Information (as defined below) of the other party to anyone except to such partys
employees and affiliates who have a need to know based on the subject matter of this Agreement, (ii)
to use any Confidential Information of the other party only for purposes of performing its obligations
under this Agreement, and (iii) to treat all Confidential Information of the other party with the same
degree of care that it uses with its own information of like importance, but in no event less than a
reasonable degree of care. For purposes hereof, Confidential Information means any information
regardless of form that (i) a party to this Agreement (each, a Discloser) designates as
confidential or proprietary to the party receiving such information (Recipient) or, (ii) which,
(a) is disclosed in writing (including electronically) and stamped or otherwise conspicuously and
clearly marked by the Discloser as "CONFIDENTIAL" at the time of disclosure to the Recipient, or
(b) is disclosed orally if so identified at the time of disclosure and if within thirty (30) business days
after the oral disclosure Recipient is furnished by Discloser with a writing which describes the
information so furnished and clearly states that it is confidential. HTAs Confidential Information
includes, but is not limited to, service manuals, parts manuals, circuit diagrams, technical drawings,
service memoranda, and product or service specifications. These obligations shall not apply to any
Confidential Information that (i) Discloser has consented in writing that Recipient may disclose; (ii)
as proven by Recipients records, is in the possession of the Recipient prior to its receipt of the
Confidential Information from the Discloser, or is independently developed by Recipient without use
or reference to the Confidential Information, (iii) is or becomes publicly available through no fault of
Recipient, (iv) is lawfully disclosed to Recipient by a third-party without restriction on disclosure, (v)
has been furnished by Discloser to a non-party on an unrestricted basis; or (vi) must be disclosed by
law or court order; provided however, that Recipient shall immediately notify Discloser of the receipt
of such process and afford Discloser full opportunity to quash or otherwise resist the same.

7.7 Export Control. Subscriber shall not commit any act or request HTA to commit any act which
would violate either the letter or spirit of the export control laws or regulations of the United States,
or other export control laws, rules or regulations, as applicable, and Subscriber shall take any action
reasonably within its capacity to assure compliance with such laws, rules, or regulations.

7.8 Insurance. HTA maintains the following insurance applicable to its performance of this Agreement:

(A) Commercial General Liability
General Aggregate: $2,000,000
Products/Completed Operations: $2,000,000
Personal & Advertising Injury: $1,000,000
Each Occurrence: $1,000,000
Fire Damage: $1,000,000
Medical Expense: $25,000

(B) Automobile Liability
Combined Single Limit: $1,000,000

(C) Workers Compensation and Employers Liability
Workers Compensation: Statutory
Employers Liability: $1,000,000 Each Accident
$1,000,000 Disease Policy Limit
$1,000,000 Disease Each Employee
HITACHI HIGH TECHNOLOGIES AMERICA, INC.
STANDARD SERVICE AGREEMENT
SCANNING / TRANSMISSION / FOCUSED ION BEAM
ELECTRON MICROSCOPE


EED-SF-004, Rev. 092911


8
7.9 Waiver. A waiver of a breach or default under this Agreement shall not be a waiver of any other or
subsequent breach or default. Failure or delay by either party to enforce compliance with any term or
condition of this Agreement shall not constitute a waiver of such term or condition.
7.10 Assignment. A party may not assign or delegate any of its rights or obligations arising under this
Agreement, whether voluntarily or by operation of law, without the express written consent of the
other party, which shall not be unreasonably delayed or withheld, and any such purported assignment
or delegation shall be void and without effect. This Agreement shall be binding upon and inure to
the benefit of the successors or assigns of the parties hereto and, to the extent any successor or assign
is not bound by operation of law, each party shall cause such successor or assign to expressly agree
in writing to be bound by this Agreement.

7.11 Relationship of the Parties. The relationship of the parties established by this Agreement is that of
independent contractors, and nothing contained in this Agreement shall be construed to give either
party the power to direct or control the day-to-day activities of the other; constitute the parties as
partners, joint ventures, co-owners, or otherwise as participants in a joint or common undertaking; or
allow either party to create or assume any obligation on behalf of the other party for any purpose
whatsoever.
7.12 Governing Law. This Agreement and the performance of all obligations hereunder shall be
governed by and construed in accordance with the laws of the State of Illinois, without application of
any choice of law rules

7.13 Force Majeure. HTA shall not be in breach or default under this Agreement and shall not be liable
for any damages whatsoever because of any failure to perform in accordance with this Agreement if
such failure arises from or in connection with any cause or condition beyond HTAs control,
including, but not limited to, acts of God, acts of government, civil unrest or commotion, fires,
floods, epidemics, quarantines, restrictions, labor disputes or strikes, embargoes, inability to obtain
parts or supplies or transportation for whatever reason, acts or omissions of suppliers or carriers or
warehouses, or any and all other causes beyond HTAs control.

7.14 Entire Agreement. This Agreement constitutes the sole and complete agreement between HTA and
Subscriber concerning the subject matter hereof and supersedes any and all prior agreements or
understandings, whether written or oral. No representation, promise, term, or condition not expressly
set forth in this Agreement or in another writing executed by a duly authorized officer or signatory of
each of the parties shall be binding on either party.