MRV Communications Americas Inc. 1/18/2017

1/4/2017 Legal Notices-MRV Communications—Empowering the Optical Edge first sentence of Section A(5), the rights and obligations set forth in this Agreement shall survive any termination of this Agreement. 10, General Provisions (Excluding EMEA. See Section D(2)). In exercising Purchaser's rights under this Agreement, Purchaser agrees to comply strictly and fully with all export controls and regulations imposed on the Products and/or Services by the United States and any country or organization or nations within whose jurisdiction Purchaser operates or does business. Purchaser shall not assign this Agreement or transfer any of the rights or obligations arising under this Agreement without the prior written consent of MRV.This Agreement shall be binding upon, and inure to the benefit of,the successors and permitted assigns of the parties.This Agreement will be governed by and construed according to the laws of California, without regard to that body of law controlling conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sales of Goods is specifically excluded from application to this Agreement. In the event of any dispute or claim arising out of this Agreement, the parties hereby submit to the jurisdiction of the federal and state courts located in Los Angeles County, California, as applicable. Notices that are mailed shall be effective three days after mailing. Either party may change its address by giving written notice of such change in the manner provided. Notices to MRV shall be sent to: MRV COMMUNICATIONS, Inc., 295 Foster Street, Littleton, MA 01460, Attention: Director Sales Operations, Fax: (978) 952-5302. This Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed by both parties. No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective unless in writing signed on behalf of the party against whom the waiver is asserted. If any part of this Agreement is found invalid or unenforceable that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous representations, discussions and agreements, whether written or oral. D. SPECIAL TERMS AND CONDITIONS APPLICABLE TO PRODUCTS WITH DELIVERY TO EUROPE, MIDDLE EAST, AFRICA("EMEA") 1. Delivery and Acceptance of Products in EMEA. Notwithstanding anything to the contrary in this Agreement, the following delivery and acceptance terms shall apply to all such Products delivered within Europe, the Middle East and Africa unless expressly written in purchase orders accepted by MRV: All Products will be shipped, at the customer's option, EXW Ex-Work MRV factory or, at the Purchaser's expenses, Cost Insurance and Freight("CIF") generally to the airport/customs in Europe, Middle East or Africa destination country. Products delivered to countries' members in the European Community at the customer's option and expense and as approved by MRV, may be shipped Cost and Insurance Paid ("CIP"). MRV will select which carrier MRV will use to transport the Products ordered by Purchaser to the airport/customs in the destination country, Subject to Section A(1),title to the Products (other than the Software) and the risk of loss of or damage to the Products ordered by Purchaser will pass to Purchaser upon arrival at the airport/customs in the destination country. The Products will be deemed accepted by Purchaser upon shipment. 2. General Provisions for EMEA. In exercising the Purchaser's right under this Agreement, Purchaser agrees to comply strictly and fully with all export controls and regulations imposed on the Products and/or Services by the United States and any country or organization or nations within whose jurisdiction Purchaser operates or does business. Purchaser shall not assign this Agreement or transfer any of the rights or obligations arising under this Agreement without the prior written consent of MRV.This Agreement shall be binding upon, and inure to the benefit of,the successors and permitted assigns of the parties.This Agreement will be governed by the laws of Israel, without httn•1!mry rnm/Ianal-nnticas/ 6/7