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2.2Conditions of MembershipAny association, partnership, organization, company, corporation, organization oragency, nonprofit, for-profit or governmental, which has an interest in Brick Consortiummay, depending on its business and operations and subject to applicable restrictions undermandatory law (such as export control regulations), become a Member of BrickConsortium, upon satisfaction of the following conditions:A) execution of a membership agreement, in the form required by the Boardof Directors of Brick Consortium, by a duly authorized representative of the proposedMember; andB) payment of such annual fees for membership as provided for in these Rulesand such membership agreement.A Member shall remain in “good standing” as a Member provided the Member timely paysall dues, assessments, and other fees, executes and continues to agree to, and abides by, theseRules, and its membership agreement, and continues to meet all of the other requirementsof membership, as from time to time determined by the Steering Committee or the Board ofDirectors.Each Member may have its Affiliates involved in the activities of Brick Consortium onbehalf of itself. For the avoidance of doubt, each group of companies, which areAffiliates to each other, shall only be entitled to one (1) membership in BrickConsortium. Each Member shall accordingly only have one (1) vote in any election orvoting procedure to be performed in accordance with these Rules.2.3Rights and Obligations of MembershipThe conditions, benefits, rights, privileges, and powers (if any) of any level of Membersmay be changed, and the conditions, benefits, rights, privileges, and powers of eachsuch level may be prescribed, by adoption of an amendment to these Rules by aunanimous vote by the Steering Committee, subject to the oversight of the Board ofDirectors of Brick Consortium with respect to matters of corporate governance. Anysuch amendment shall be notified to the Members in writing and be effective upon thedate of receipt thereof by the Members in accordance with Section 11.2 below.2.3.1Full MembersEach Full Member shall be entitled to:A)participate in the work of and be nominated to chair any of the Committees;B) participate in such working group(s) which support the Brick Specificationsencompassed by the relevant Scope of Membership for such Member;5

C)vote for the seats in any of the Committees;provide Contributions to the Brick Specifications encompassed by therelevant Scope of Membership for such Member;D)E) have early access to the Brick Specifications encompassed by the relevantScope of Membership for such Member, and marketing materials that are generallyreleased by Brick Consortium, prior to release to non-members, consistent withreasonable procedures from time to time established by the Technical ServicesCommittee;F)use the Logos in accordance with Section 5.2 below; andG)participate in Brick Consortium annual and other general membershipmeetings.Each Full Member shall commit to use professionally reasonable efforts relevant to theMember’s industry reasonable efforts to meet all agreed upon target dates and/ormilestones as may be defined by the Steering Committee from time to time. If the agreedupon targets or milestones cannot be met by any Full Member, it shall then immediatelynotify the other Full Members that the target dates as well as the milestones may requireadjustments.2.3.2 Institutional MembersEach Institutional Member shall be entitled to:A) participate in the work of any of the Committees and be nominated to chairany of the committees;B) participate in such working groups which support the Brick Specificationsencompassed by the relevant Scope of Membership for such Member;C) vote for the seats in any of the Committees except the Steering Committee;D) provide Contributions to the Brick Specifications encompassed by therelevant Scope of Membership for such Member;have early access to Brick Specifications encompassed by the relevantScope of Membership for such Member, and marketing materials that are generallyreleased by Brick Consortium, prior to release to non-members, consistent withreasonable procedures from time to time established by the Technical ServicesCommittee;E)F)use the Logos in accordance with Section 5.2 below; and6

G) participate in Brick Consortium annual and other general membershipmeetings.2.3.3 Contributing MembersEach Contributing Member shall be entitled to:A)participate in the work of any of the Committees;participate in such working groups which support the Brick Specificationsencompassed by the relevant Scope of Membership for such Member;B)C)vote for the seats in any of the Committees except the Steering Committee;D) provide Contributions to the Brick Specifications encompassed by therelevant Scope of Membership for such Member;E) have early access to Brick Specifications encompassed by the relevant Scopeof Membership for such Member, and marketing materials that are generally released byBrick Consortium, prior to release to non-members, consistent with reasonableprocedures from time to time established by the Technical Services Committee;F)use the Logos in accordance with Section 5.2 below; andG)participate in Brick Consortium annual and other general membershipmeetings.2.3.4 Academic Individual ResearchersAcademic Individual Researchers shall have the rights of Full Members if they are anindividual researcher affiliated or previously affiliated with one of the academicinstitutions identified as an Initiator in 1.13. All other Academic Individual Researchersshall have the rights of Institutional Members.Only one Academic Individual Researcher per institution shall have the right to votepursuant to the sections of this Agreement relating to voting rights. The Academic7

Individual Researchers from the same institution shall decide who casts the vote or howthe vote shall be cast.Academic Individual Researchers will not bind their institutions to this MembershipAgreement, but their contributions and participation shall be subject to the terms andconditions contained herein.2.3.5 Members GenerallyAll Members shall always use good faith efforts in creating and promoting anySpecification while being a Member of Brick Consortium. Promoting includes, withoutlimitation, to provide Contributions and to grant licenses in accordance with these Rulesfor the purpose of the development of the relevant Brick Specification(s). Further, allMembers shall always uphold and safeguard the interests of Brick Consortium.2.4Membership FeesEach Member shall pay an annual membership fee to Brick Consortium. Such feemay be different for different membership levels. The sole purpose of the said feeshall be to cover the administration costs related to Brick Consortium and the Logosand other costs directly related to Brick Consortium. For the avoidance of doubt, suchadministrative costs shall include payment for university led research as necessary andapproved by the Steering Committee. The fee level shall annually be adjusted andapproved by the Steering Committee and the Board of Directors of Brick Consortium.The annual membership fees, which apply for different levels of membership, are setout in Appendix C, which will be updated by the Steering Committee and the Board ofDirectors on an annual or other regular basis. For the avoidance of doubt, each Membershall be solely responsible for all of its expenses incurred by it in connection with beinga Member. For the further avoidance of doubt, Institutional Members shall not have topay an annual membership fee even if such Institutional Members are also Initiators andfunction as Full Members pursuant to Section 2.6 as set forth herein. AcademicIndividual Researchers whose academic institutions are Initiators but have not yet signedthis agreement shall serve with the rights of an Initiator until the time upon which theInitiator institution joins this membership agreement.2.5Changes of Membership2.5.1ResignationAny Member may, in its sole discretion, withdraw from its membership of BrickConsortium with twenty (20) calendar days’ prior written notice to the chairman of theSteering Committee (as defined below in Exhibit E) and to the Board of Directors. Norefund of membership fees is payable upon withdrawal.8

Any Member not in good standing as set forth in Section 2.2 above may be excluded orsuspended from membership of Brick Consortium by resolution of a majority vote of theSteering Committee and the Board of Directors.Any warranties, licenses and/or commitment including such agreements as set forth inSection 5 below, given or granted by a Member within the work of Brick Consortiumand in accordance with the terms of these Rules, shall continue in full force and effectfor (i) any Contribution made available to Brick Consortium prior to the date ofResignation or (ii) any Intellectual Property Rights covering a Brick Specificationestablished prior to the date of Resignation.Any licenses and other rights (including but not limited to licenses to the Logos andEssential Intellectual Property Rights licenses) granted to a Member in accordance withthe provisions of these Rules are terminated immediately upon Resignation.2.5.2 Change of Scope of MembershipEach Full, Contributing and Institutional Member is entitled to extend, reduce orotherwise alter its Scope of Membership with twenty (20) days’ prior written notice tothe chairman of the Steering Committee. The provisions of Section 2.5.1 above shallapply in case of reduction of a Member’s Scope of Membership by withdrawal from aTechnical Area.2.5.3 Change of Level of MembershipEach Member is entitled to change its level of membership with twenty (20) days’prior written notice to the chairman of the Steering Committee. The provisions ofSection 2.5.1 above shall apply in case a Member wants to descend from a higherlevel of membership to a lower level of membership.2.6InitiatorsThe Initiators are the founders of Brick Consortium. Accordingly, the Initiators shall haveall the rights of Full Members as well as one (1) representative in the Steering Committeeand one (1) or more representatives in each one of the Committees. For the purpose ofcontinuity, a representative of one of the Initiators shall serve as chairman of theSteering Committee for the first two (2) years following the Formation Date as definedbelow. Thereafter, the Steering Committee shall appoint its chairman by majority voteat the first Steering Committee meeting following the annual meeting, as described inSection 3.1.1 below.2.7Rights and Obligations of Brick GuestsBrick Guests may attend and participate in Brick Consortium meetings provided theyexecute the Agreement set forth in Appendix F and provide it in advance to the BrickMember in charge of the meetings. For the avoidance of doubt, it is a condition of9

participation that Brick Guests comply with the provisions set forth herein including theprovisions relating to disclosure and licensing of Intellectual Property Rights. BrickGuests shall have no voting rights. The Brick Members in charge of conducting therelevant meetings are responsible for enforcement of the requirement that Brick Guestsprovide a signed Appendix F Agreement in advance of a meeting where a Brick Guestwill attend.3.Membership Organization and OperationsThe membership of Brick Consortium is organized in a number of committees and workinggroups, which all work for the joint purposes of developing and promotion of the BrickSpecifications. The main executive body of the membership is the Steering Committee, subjectto the overall supervision and oversight of the corporation’s Board of Directors with respect tocorporate governance matters.3.1Full, Contributing and Institutional Member Meetings and Voting Procedures3.1.1 Annual MeetingsAn annual meeting of all Full Members, Contributing Members and InstitutionalMembers shall be held in connection with the anniversary of the Formation Date (asdefined in Section 3.2.2 below) on a date set forth by the Steering Committee, and allvoting procedures shall occur at the annual meeting. In the event a vote is requested by aMember in the matters which may appear at the annual meeting, the affirmative vote of2/3 of the qualified Members shall be required to pass any proposed measure. Only one(1) vote shall be accorded for a Member on matters for which it is able to cast a votepursuant to these Rules. Minutes shall be kept at all meetings between the Full Members,Contributing Members and Institutional Members, and at Committee meetings. Suchminutes shall be distributed to all Full Members, Contributing Members and InstitutionalMembers.3.1.2 Committee and Working Group MeetingsIn case a vote is requested by a representative of a Member on a Committee meeting, orby a Member on a working group meeting, the affirmative vote of 2/3 of the qualifiedMembers shall be required to pass any proposed measure. In such a vote, only one (1)vote shall be recorded for a Member (as applicable). A quorum for any Committeerequires presence of a majority of the Members constituting the applicable Committee.Minutes shall be kept at all meetings between the Full Members, Contributing Membersand Institutional Members (as applicable), and at Committee meetings. Such minutesshall be distributed to all Full Members, Contributing Members and InstitutionalMembers (as applicable).10

3.1.3 Representation in CommitteesThe seats in the Committees shall be held by Members as such. Accordingly, each of theMembers may appoint and replace its representatives in the applicable Committees at itsdiscretion.3.2Committee Definitions, Roles, and ResponsibilitiesThe Brick Consortium Committees shall be defined and operated in accordance with theirdefinition and explanation that is set forth in Exhibit E to these Rules.4.Intellectual Property Rights4.1Created Solely by a MemberAll Intellectual Property Rights created solely by employees of a Member shall belongexclusively to that Member, and that Member shall have the right to make applications forprotection for such Intellectual Property Rights.4.2Created Jointly by Multiple MembersAll Intellectual Property Rights created jointly by employees of two (2) or more of theMembers in accordance with these Rules (“Joint IP Rights”) shall, unless otherwiseagreed between such Members in a separate written instrument, be jointly owned by thoseMembers having at least one (1) creator (the “Participating Parties”). The ParticipatingParty which becomes first aware of the relevant Joint IP Rights shall inform the otherParticipating Parties on a confidential basis about this fact and each Participating Partyshall ensure that all rights are divided among the Participating Parties.4.3Joint IP RightsThe Participating Parties shall for each Joint IP Right, agree on the details of the firstfiling, further filing, prosecution, maintenance and defense, relating to applications forprotection of the Joint IP Rights in the joint names of all agreeing Participating Parties.4.4CostsThe costs of filing and maintaining agreed applications for protection and granted rightsin respect of any Joint IP Rights shall be shared equally among the Participating Partiesagreeing to those filings as agreed to and set forth in a separate written instrument.11

4.5License of Joint IP RightsEach Participating Party undertakes to license any Joint IP Rights, if an EssentialIntellectual Property Right, in accordance with Section 5 below of these Rules. If and aslong as a Participating Party shares in the costs, where applicable, as a joint applicant tofile, obtain, maintain and defend against opposition and revocation actions in respect ofapplications to protect such Joint IP Rights, the granting of licenses to third parties underrights resulting from the Joint IP Rights shall be subject to the mutual agreement of theParticipating Parties; provided that if any such Joint IP Right is Essential IntellectualProperty Right, it shall be subject to Section 5 below. For the avoidance of doubt, anyprovision related to Joint IP Rights herein shall not imply any license under anyIntellectual Property Rights which a Member or its Affiliates may own independent ofthese Rules.5.Licensing of Intellectual Property Rights5.1Brick SpecificationsAll Members agree that Brick Consortium will own the copyright of each and everynew Brick Specification and any accompanying software that the Brick Consortiumpublishes, subject to and without diminishing the ownership rights of the originalauthors who created earlier versions. Such earlier versions are hereby licensed by therelevant Members to the Brick Consortium, for the purposes set forth in thisMembership Agreement, via the BSD License set forth in Appendix D. The new BrickSpecifications published by the Brick Consortium, and any accompanying softwarepublished by the Brick Consortium, shall also be distributed using the BSD Licenseset forth in Appendix D.5.2LogosThe Logos shall be the exclusive property of Brick Consortium. Each Member ishereby granted a non-exclusive, non-remunerative, worldwide license to use the Logos forthe sole purpose of (i) promoting and endorsing its membership in Brick Consortium, and(ii) promoting and marketing its Brick Compliant Products developed in accordance withthe relevant Scope of Membership of such Member. Any use of the Logos shall always bein accordance with the Logo guidelines, as established by the Steering Committee and/orthe Communication Committee from time to time, subject to the oversight of the Board ofDirectors of Brick Consortium with respect to matters of corporate governance.5.3Essential Intellectual Property RightsEssential Intellectual Property Rights shall mean any Intellectual Property Right whichwould be necessarily and unavoidably infringed by the making, having made, designing,using, offering for sale, selling, importing, exporting, leasing or disposing by othermeans of those portions of a product that implements a Brick Specification in a particularcountry in the absence of a license or other authorization from the owner of such12

Intellectual Property Rights in such country. As used herein, “infringe” includes directinfringement, contributory infringement and/or inducement of infringement. AnIntellectual Property Right is “essential” if the Specification describes an option (ratherthan a specific implementation) that an entity may or may not implement, but, ifimplemented, infringement is unavoidable. An Intellectual Property Right is“unavoidable” if there is no commercially and technically feasible alternative to theclaimed invention. For the avoidance of doubt, the Essential Intellectual Property Rightshall not include any Intellectual Property Right which merely covers:any enabling technologies that may be necessary to make or use any product orportion thereof that complies with a Brick Specification, but are not themselvesexpressly set forth in a Brick Specification;(ii) any generally-available standard or format, whether in whole or significant p

certain logos of Brick Consortium, as set forth in Appendix A, which may be revised from time to time by the Steering Committee,subject to the oversight of the Board of Directors of Brick Consortium with respect to matters of corporate governance . 1.17 "Member" shall mean a member of any level of Brick Consortium.