From:. 1212 758 6311 06/01/2012 08:54 #505 P.002/008 ••• THE CENTER FOR LI ! LI BITS AND ATOMS a. Massachusetts inSttite of Technology MASSACHUSETTS INSTITUTE OF TECHNOLOGY Premier Membership Agreement for the Center for Bits and Atoms This PREMIER MEMBERSHIP AGREEMENT is made and entered into on June 1, 2012 (*Effective Date") by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a non-profit, tax- exempt educational institution organized and existing under the laws of the Commonwealth of Massachusetts, with its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139- 4307 USA (hereinafter referred to as "MIT"), acting on behalf of min Center for Bits and Atoms, and Innovate-America, a limited liability corporation organized and existing under the taws of Delaware with its principal office at 99 Derby Street, Suite 200, Hingham, MA 02043 (hereinafter referred to as 'Members). Party shall mean MIT or Member as the context dictates, and when used in the plural, shall mean MIT and Member. WHEREAS, the MIT Center for Bits and Atoms ("CBA') is dedicated to the advancement of science and technology at the intersection of digital and physical systems, and conducts an interdisciplinary program of activities in furtherance thereof; and WHEREAS, Innovate-America desires to become a Premier level member of CM; and WHEREAS, the program contemplated by this Agreement is of mutual interest and benefit to MITs CBA research programs and to Member, and will further the instructional and research objectives of MIT in a manner consistent with its status as a non-profit, tax-exempt, educational institution. NOW, THEREFORE, the Parties hereto agree as follows. 1. PROGRAM. MIT agrees to conduct projects in a program ("the Program") in the research center known as the "Center for Bits and Atoms" ('CBA"). MIT agrees to use reasonable efforts to perform the Program according to the goals outlined in Article 2 below, and as further defined