Policies. The parties hereby acknowledge their respective corporate policies and practices to not only encourage, but to expand the participation of Minority and Women Owned Business Enterprises (“MWBEs”) in their procurement processes, and their desire to work together to encourage their use of MWBEs in fulfillment of the obligations under this Agreement. As used in this Agreement, MWBEs shall be defined to include any company certified as a minority or women owned business by the National Minority Supplier Development Council or any local affiliates thereof, or any Federal, National, State, Municipal, or Local agencies that certify minority and/or women owned businesses in accordance with PL. 95-507. Contracting with MWBEs. [Vendor] recognizes and acknowledges that, in conjunction with [Company’s] efforts to involve MWBEs in its contracting process, [Company] may enter into purchasing agreements with MWBEs that will enable Participants to purchase supplies and/or equipment comparable to those listed as Products under this Agreement. In such event, notwithstanding any other terms of this Agreement to the contrary, the Parties agree that, if [Company] enters into any such agreement(s) with any MWBEs, such will not be deemed to be a breach of this Agreement by [Company], nor will any purchases by Participants or their Affiliates from MWBEs be deemed to be a breach of this Agreement. Reporting of MWBE Activity. [Vendor] shall, on a quarterly basis, identify and report in writing to [Company] all MWBE activities in which it participates, specifically identifying such activities and purchases relating to Products and Services obtained under this Agreement. These reports shall be submitted using the format shown on Exhibit C of this Agreement. Quarterly reports shall be submitted even if there have been no MWBE dollars expended during the applicable reporting period. [Vendor] shall only report those activities related to goods and services necessary for, and directly related to, the fulfillment of [Vendor’s] obligations under this Agreement. [Vendor] shall identify in such reports any first and second tier MWBEs it or its subcontractors have used during the reporting period. The MWBE contact for [Vendor] shall be [CONTACT PERSON/ADDRESS]. All quarterly reports shall be sent to [COMPANY CONTACT/ADDRESS]

Material Adverse Effect (Option 1)As used in this Agreement, "Material Adverse Change" or "Material Adverse Effect" means, when used in connection with the Company, any change or effect that is materially adverse to the business, financial condition or results of operations of such entity and its Subsidiaries taken as a whole; provided, however, that (i) any adverse change, effect or effect that is demonstrated to be primarily caused by conditions affecting the United States economy generally or the economy of any nation or region in which such entity or any of its Subsidiaries conducts business that is material to the business of such entity and its Subsidiaries, taken as a whole, shall not be taken into account in determining whether there as been or would be "Material Adverse Change" or "Material Adverse Effect" on or with respect to such entity, (ii) any adverse change, event or effect that is demonstrated to be primarily caused by conditions generally affecting the semiconductor industry shall not be taken into account in determining whether there has been or would be a "Material Adverse Change" or "Material Adverse Effect" on or with respect to such entity, (iii) any adverse change, event or effect that is demonstrated to be primarily caused by the announcement or pendency of the Merger or the transactions contemplated hereby shall not be taken into account in determining whether there has been or would be a "Material Adverse Change" or "Material Adverse Effect" on or with respect to such entity. Material Adverse Effect (Option 2)NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse change in the business, condition, assets, liabilities, operations or financial performance of the Acquired Corporation since the date of this Agreement, except for (a) any such material adverse change that is demonstrated to have resulted directly from changes that occurred after the date of this Agreement in general business conditions in the electronic design automation industry, and (b) any material adverse change in the Company's financial performance that is temporary in nature and is demonstrated to have resulted directly from the public announcement or the pendency of the Merger. Material Adverse Effect (Option 3)For purposes of this Agreement, the term "Material Adverse Effect" when used in connection with an entity means any change, event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), capitalization, financial condition or results of operations of such entity and its parent (if applicable) or subsidiaries taken as a whole; provided, however, that the following shall not be considered a "Material Adverse Affect": (i) changes, events, violations, inaccuracies, circumstances and effects that are caused by conditions affecting the United States economy as a whole or affecting the industry in which such entity competes as a whole, which conditions do not affect such entity in a disproportionate manner, (ii) a shortfall in revenues of such entity as a result of delays in customer orders (including any effects on such entity's operating income which result directly from such revenue shortfall), which delays result from the announcement and pendency of the Merger, or (iii) the loss of employees resulting from the announcement and pendency of the Merger. Material Adverse Effect (Option 4)MATERIAL ADVERSE CHANGE. There shall not have occurred any material adverse change in the business, assets (including intangible assets), financial condition or results of operations of the Company since [DATE]. For purposes of this condition, none of the following, individually or in the aggregate, shall be deemed to constitute such a material adverse change: (i) any failure of the Company to record revenue or deferred revenue at any particular level subsequent to [DATE]; (ii) the lack of success of the Company in hiring new employees; or (iii) the lack of success of the Company in retaining existing employees, other than those employees who in the aggregate are material to the Company's ability to commercialize its technology. Material Adverse Effect (Option 5)For purposes of this condition, a reduction in the trading price of Common Stock, whether occurring at any time or from time to time, as reported by [AMEX/NASDAQ/NYSE] or any other automated quotation system or exchange shall not constitute a material adverse change.