SOFTWARE LICENSE AGREEMENTDISTRIBUTION This Software License AgreementDistribution (this Agreement ) is entered into as of(the Effective Date ) between

en , a company formedunder the laws of and doing busi ness for purposes of this Agreement at( Licensee ) and ValiditySensors, Inc., a Delaware corporation doing business for purposes of this Agreement at 2199 ZankerRoad, San Jose, California 95131 ( Validity ), based on the following facts: A. Licensee has purchased or is about to purchase, from Validity, fingerprint sensors( Sensors ) that Licensee intends to sell to hardware manufacturers( Manufacturers ) who will integrate the Sensors into such Manufacturershardware products ( Products ); B. Validity offers and Licensee wishes to receive software that enables utilization ofSensors(the Software ); and C. Licensee and Validity wish to set out in this Agreement the terms and conditionsgoverning Licensees use of the Software

and the parties responsibilities to oneanother with respect to the Software. N OW , THEREFORE , Licensee and Validity agree as follows: Article 1. License1.1. Grant. Subject to Licensees compliance with the terms and conditions in this Agreement,Validity hereby grants Licensee a non-exclusive, perpetual, no fee license to use the Software with anySensor, and only with a Sensor, and to use all written materials accompanying the Software (the Documentation ). Validity also grants Licensee a non-exclusive, perpetual, no fee license to distributea Validity proprietary application programming interface (the API ) that allows the Sensors to operatewith Products. All references in this Agreement to Software shall include the API. Validity may makethe Software and Documentation available by CD or by download. 1.2. General License Use and Restrictions. Except as expressly permitted under this Agreement or byValidity in writing, Licensee shall not: translate or sublicense the Software; publish any result of any benchmark of the Software; decompile, reverse engineer, disassemble, or seek to reconstruct or discoverany humanly readable form of the Software source code; in any way copy, reproduce, disclose, distributeor transfer any of the Software or, except pursuant to Section 1.3, the Documentation; or allow access tothe Software or Documentation by any third party other than agents and representatives working onLicensees behalf. Licensee shall not under any circumstance, and shall not permit any third party to, prepare any error

correction, modification or derivative work of the Software or Documentation except inconformance with this Agreement. Licensee shall not remove any product identification, copyright,trademark or other notice from any Sensor, the Software or the Documentation. Notwithstanding the preceding restrictions in this Section 1.2, Licensee may provide the Software and Documentation to itscustomers but only when the Software and Documentation accompany a sale of and when the Software is bundled with a Sensor, and in all such cases Licensee shall undertake commercially reasonable measuresto require all of its customers, including all Manufacturers, who purchase Sensors and receive Software,to abide by the restrictions in this Section 1.2 as if such entity were Licensee. Specifically with respect tothe API, if Validity provides source code of the API to Licensee, Licensee hereby undertakes not toredistribute or in any way transfer any aspect of the API source code to any person outside of Licenseewithout Validitys express written consent. 1.3. Copies. Licensee may make copies of the Software in object code form and Documentation foremployees and customers utilizing the Sensor. Licensee shall include Validitys copyright, trademark(s) Validity Sensors, Inc. Software License Confidential 600-SW-0004-1.1