The commission is Twenty Five percent (25%) of Gross Revenue, except with respect to SMART Modular Technologies, Inc., Samsung Electronics Co., Ltd., Samsung Semiconductor, Inc. or their affiliated entities, in which case the commission is Fifteen percent of Gross Revenue (15%).

Patent Owner will pay IPotential the above commission(s) within five (5) business day following Patent Owner’s receipt of each applicable portion of Gross Revenue. For purposes of this Agreement, “Gross Revenue” means the total of all compensation in any form including cash and/or securities paid to or for the benefit of Patent Owner at any time in a Disposition of any of the Patents consummated with (i) any third party during the Term of this Agreement; and/or (ii) any third party with whom IPotential, Patent Owner or any agent or representative of Patent Owner had any contact regarding any of the Patents, if such consummation occurs no later than one hundred and eighty (180) days following the expiration of the Term. Gross Revenue excludes royalties received by Patent Owner under licenses set forth in Attachment B. Until at least one (1) year after Patent Owner has received all

Gross Revenue relevant to determining its payments to IPotential, Patent Owner will keep reasonable books and records (“Disposition Records”) recording all Dispositions of the Patents, the Gross Revenue received for these Dispositions, and the amount of commission paid to IPotential based on such received value. No more than once per year, IPotential shall have the right to have an auditor reasonably acceptable to Patent Owner review the Disposition Records covering any period for which Patent Owner is required to keep these records, provided that no period may be audited more than once. Patent Owner will provide all reasonable cooperation to the auditor during any such audit, including without limitation providing access to the Disposition Records during regular business hours. If an audit reveals that Patent Owner has underpaid IPotential, Patent Owner will promptly correct such underpayment and will pay interest as set forth in Section 12 on the underpaid amount calculated from the date on which such amount should originally have been paid.

Confidential Information. Except as required by applicable law or regulation or pursuant to an order or subpoena issued by a court or other government body of competent jurisdiction, IPotential shall keep confidential all non-public information provided to it by Patent Owner, and shall not disclose such information to any third party, other than (i) its employees and advisors as IPotential determines have a need to know and that are bound by confidentiality agreements at least as restrictive as the provisions set forth herein and (ii) potential buyers that execute a customary confidentiality agreement. Except as required by applicable law or regulation or pursuant

to an order or subpoena issued by a court or other government body of competent jurisdiction, Patent Owner shall keep confidential all non-public materials supplied to it by IPotential, including without limitation all marketing and analysis materials for the Patents supplied by IPotential, other than information in Patent Owner’s possession or knowledge that Patent Owner acquired independently of IPotential, or information independently developed by Patent Owner, and Patent Owner shall not disclose such information to any third party, other than its employees and advisors Patent Owner determines have a need to know and that are bound by confidentiality agreements at least as restrictive as the provisions set forth herein. IPotential acknowledges that Entorian’s parent company, Entorian Technologies Inc., is publicly traded and that Entorian may be required to publicly disclose this Agreement, as well as certain terms of the Agreement.

Miscellaneous. This Agreement represents the entire agreement between the parties relating to the subject matter hereof and replaces any prior agreements or understandings. No waiver or modification of the Agreement shall be valid unless in writing signed by each party. Each party is an independent contractor, this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between IPotential and Patent Owner, and neither IPotential nor Patent Owner will have the power to bind the other or incur obligations on the other’s behalf without the other’s separate and specific prior written consent. Neither party is responsible for failure to fulfill any obligations due to causes beyond its control, except that in no event will this provision affect Patent Owner’s obligation to make timely payments due under this Agreement. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. If any provision in this Agreement is determined in any proceeding binding upon the parties to be invalid or unenforceable, that provision will be deemed severed from the remainder of the Agreement, and the remaining provisions of the Agreement will continue in full force and effect. This Agreement is governed by the laws of the State of California without reference to conflict of laws principles. The terms and conditions of this Agreement shall bind and inure to each party’s successors and assigns, provided that IPotential may not assign this Agreement without Patent Owner’s written consent. All payments due hereunder will

bear interest at the lower of (a) the highest rate allowed by law, and (b) one percent (1%) per month from the day due until the day paid. All legal notices required hereunder shall be in writing sent to the chief executive officer of the other party at the address listed for such party on the first page of this Agreement, and such notices shall be deemed served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. This Agreement may be signed in counterparts and by facsimile, each of which will constitute an original.