PUBLIC VERSION
`
`UNITED STATES INTERNATIONAL TRADE COMMISSION
`WASHINGTON,D.C.
`
`Before The Honorable Doris Johnson Hines
`Administrative Law Judge
`
`In the Matter of
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`CERTAIN RECHARGEABLE BATTERIES
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`AND COMPONENTS THEREOF
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`
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`Inv. No. 337-TA-1421
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`JOINT UNOPPOSED MOTION TO TERMINATE THE INVESTIGATION AS TO
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`RESPONDENTS DRAGONFLY ENERGY CORP. AND DRAGONFLY ENERGY
`HOLDINGS CORP. BASED ON SETTLEMENT AND REQUEST FOR LIMITED
`SERVICE OF SETTLEMENT AGREEMENT UNDER19 C.F.R. § 210.21(b)
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`Pursuant to 19 C.F.R. § 210.21(b), Complainants LithtumHub LLC, Lithiumhub
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`Technologies LLC, and Martin Koebler (together, “Complainants” or “Lithium Hub”) and
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`Respondents Dragonfly Energy Corp. and Dragonfly Energy Holdings Corp.(together,
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`“Dragonfly”) (collectively, the “Moving Parties”) respectfully move to terminate this
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`Investigation as to Dragonfly based on a settlement between Lithium Hub and Dragonfly that
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`resolvesall issues as to Lithium Hub and Dragonfly in this Investigation. Pursuant to 19 C.F.R. §
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`210.21(b), the moving parties also request the ALJ limit service of the unredacted version of the
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`attached confidential Settlement Agreement to Lithium Hub, Dragonfly, and the Commission
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`Investigative Staff.
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`Ground Rule 5.1 Certification: Pursuant to Ground Rule 5.1, the Moving Parties certify
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`they made reasonable, good faith efforts to resolve this matter before filing the motion. No party
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`opposes the motion to terminate Dragonfly. Respondent Navico Group Americas LLC and the
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`Commission Investigative Staff (“Staff”) also do not oppose the Moving Parties’ request for
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`limited service of the unredacted version of the Settlement Agreement.
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`PUBLIC VERSION
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`Respondents Renogy New Energy Co., LTD and RNGInternational opposelimiting
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`service of the non-redacted agreement unless Complainants agree to withdraw their request for a
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`bond. Respondents Bass Pro Outdoor World LLC; Cabela’s LLC; Relion Battery (Shenzhen)
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`Technology Co.; Clean Republic SODO LLC; Shenzhen Fbtech Electronics LTD; Shenzhen
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`LiTime Technology Co., LTD; and MillerTech Energy also opposelimiting service of the non-
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`redacted agreement.
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`Lithium Hubfiled its complaint on September 12, 2024, and the Commissioninstituted
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`this Investigation by publication in the Federal Register on October 21, 2024. As to Dragonfly,
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`the Complaint alleged violations of § 337 of the Tariff Act of 1930 based upon the importation
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`into the United States, sale for importation, and/or sale within the United States after importation
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`of certain rechargeable batteries and components thereof by reason of infringementof certain
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`claims of U.S. Patent No. 9,412,994 and U.S. Patent No. 9,954,207.
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`Effective March 5, 2025, Lithium Hub and Dragonfly entered into a Settlement
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`Agreement (“the Agreement”) that resolves all claims in the complaint asserted against
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`Dragonfly in this Investigation. A copy of the unredacted Agreementis attached as Confidential
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`Exhibit 1.! The Agreementcontains confidential business information within the meaning of 19
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`C.F.R. § 201.6(a). Pursuant to Commission Rule 210.21(b)(1), a copy of the Agreement with
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`confidential business information redacted is attached as Exhibit 2. Other than the Agreement,
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`there are no other agreements, written or oral, express or implied, between Lithium Hub and
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`Dragonfly concerning the subject matter of this Investigation. See 19 C.F.R. § 210.21(b)(1).
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`' Consistent with the Moving Parties’ request to limit service of the Agreement, the non-Moving
`Parties will receive a fully redacted Exhibit 1.
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`PUBLIC VERSION
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`In view of the settlement reached by Lithium Hub and Dragonfly, there no longer exists a
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`basis upon whichto continue this Investigation as to Dragonfly.It is therefore in the interest of
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`the public and administrative economyto grant this motion. Further, the MovingParties are not
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`aware of any adverse effects the Agreement would have on the public interest. See 19 C.F.R. §
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`210.50(b)(2). Commission policy and the public interest generally favor terminating
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`investigations on the basis of settlement, which preserves resources for both the Commission and
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`the private parties. See, e.g., Certain Digital Cameras, Software, and Components Thereof, Inv.
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`No. 337-TA-1059, Comm’n Notice, at 3 (Mar. 8, 2019) (“Moreover, the public interest favors
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`settlement to avoid needlesslitigation and to conserve public and private resources.”); Certain
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`LED Lighting Devices, LED Power Supplies, and Components Thereof, Inv. No. 337-TA-1081,
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`Order No. 42 at 2 (May 2, 2018) (“The public interest generally favors settlement to avoid
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`needless litigation and to conserve public resources.”).
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`The Moving Parties further request that service of the unredacted version of the
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`Agreement be limited to Lithium Hub, Dragonfly, and Staff. See 19 C.F.R. § 210.21(b). Good
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`cause exists to limit service of the Agreement in this manner. First, the Moving Parties should
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`not be forced to disclose the precise financial terms of the Agreement or other key terms that
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`were specifically negotiated by the Moving Parties and impacted the resulting financial terms.
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`ALJs routinely restrict service of settlement agreements to non-settling respondents because
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`forcing settling respondents to disclose the terms of the agreementto their direct competitors
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`would necessarily discourage future settlements. See, e.g., Certain Mach. Vision Software, Mach.
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`Vision Sys., & Prods. Containing Same, Inv. No. 337-TA-680, Order No. 17 at 4 (Oct. 26, 2009)
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`(“[I]n section 337 investigations .
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`.
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`. forcing settling respondents and Complainants to reveal the
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`precise terms oftheir settlements to non-settling respondents could discourage settlements, even
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`PUBLIC VERSION
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`if such disclosures were made only to counsel who have subscribedto the protective order.”);
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`Certain Light-Emitting Diodes and Products Containing Same, Inv. No. 337- TA-785, Order No.
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`37 at 2 (Aug. 29, 2012) (same); Certain Computing or Graphics Systems, Components Thereof,
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`and Vehicles Containing Same, Inv. No. 337-TA-984, Order No. 33 at 2-3 (May 10, 2016)
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`(same); Certain Machine Vision Software, Machine Vision Systems, and Products Containing the
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`Same, Inv. No. 337-TA-680, Order No. 17 (Oct. 26, 2009) (holding that counsel for non-settling
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`respondents werenotentitled to receive unreacted financial terms of settlement). Here,
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`disclosure of the redacted terms to the remaining Respondents would negatively impact
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`Complainants’ ability to negotiate and reach settlement agreements with those Respondents.
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`Second, pursuant to Section 5 of the Agreement, the terms of the Agreementare to be
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`kept strictly confidential and not disclosed except as required by law. See Certain Non-Volatile
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`Memory Chips and Products Containing the Same, Inv. No. 337-TA-916, Order No. 30 at 3
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`(Feb. 18, 2015) (granting motion to limit service: ““While the termination of the Investigation
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`appliesto all the Respondents, the settlement agreementis confidential between Spansion and
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`Macronix, and I therefore find that there is good cause to limit service to the settling parties and
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`Staff. ..”). Limiting service of the Agreement would also implement the MovingParties’ intent to
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`keep the Agreement confidential. See Certain Quartz Slabs and Portions Thereof, Inv. No. 337-
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`TA-996, Order No. 19 (Oct. 12, 2016) (limiting service of an unredacted settlement agreementto
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`the settling parties and Staff because doing so would “effect the parties’ intent” to keep the terms
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`confidential and the terms were not relevant to the other Respondents); Certain Semiconductor
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`Devices, Products Containing the Same, and Components Thereof, Inv. No. 337-TA-1177, Order
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`No. 5 at 3 (Nov. 25, 2019) (“[T]here is good causeto limit service of the settlement agreementin
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`PUBLIC VERSION
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`this investigation, where the settling parties have agreed to keep the terms of the agreement
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`confidential’’).
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`For the foregoing reasons, the Moving Parties respectfully request the ALJ terminate this
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`investigation as to Dragonfly, and the Moving Parties respectfully request the ALJ limit service
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`of the unredacted, confidential Agreement to Lithium Hub, Dragonfly, and Staff pursuant to 19
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`C.F.R. § 210.21(b). Upon granting this motion and terminating the Investigation as to Dragonfly,
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`Respondents Bass Pro Outdoor World LLC, Cabela’s LLC, Navico Group Americas LLC’,
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`Renogy New Energy Co., Ltd., RNG International Inc., Shenzhen Fbtech Electronics Ltd,
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`Shenzhen LiTime Technology Co., Ltd, Clean Republic SODO LLC, MillerTech Energy
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`Solutions LLC, and Relion Battery (Shenzhen) Technology Co. will be the remaining
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`Respondents in this Investigation.
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`Dated: March 7, 2025
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`Respectfully submitted,
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`/s/ Thomas R. Burns, Jr.
`Paul M. Bartkowski
`Thomas R. Burns,Jr.
`Emi Ito Ortiz
`BARTKOWSKI PLLC
`6803 Whittier Ave., Suite 200A
`McLean, VA 22101
`E-Mail: LITH-ITC@dority-manning.com
`
`Timothy F. Williams
`Scott A. Cole
`Mark H. Johnson
`Dority & Manning LLP
`TwoLiberty Square
`75 Beattie Place, Suite 1100
`Greensville, SC 29601
`Email: LITH-ITC@dority-manning.com
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`/s/ Elizabeth A. DiMarco
`Elizabeth A. DiMarco
`WOLF, GREENFIELD & SACKS,P.C.
`601 Massachusetts Avenue, NW
`Washington, D.C. 20001
`
`John S. Harmon
`WOLF, GREENFIELD & SACKS,P.C.
`600 Atlantic Avenue
`Boston, MA 02210
`Email: WGS-Dragonfly-
`ITC1421@WolfGreenfield.com
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`Counselfor Respondents Dragonfly Energy
`Corp. and Dragonfly Energy Holdings Corp.
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`? Respondent Navico Group Americas, LLC has reached an agreementin principle to settle and
`has all procedural schedule deadlines stayed pending a motion to terminate.
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`

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`PUBLIC VERSION
`
`Nicole S. Cunningham
`Steven A. Moore
`Helen Zhang
`Dority & Manning LLP
`2869 Historic Decatur Rd.
`San Diego, CA 92106
`Email: LITH-ITC@dority-manning.com
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`Howard Wisnia
`Wisnia PC
`12636 High Bluff Dr., Suite 400
`San Diego, CA 92130
`Email: howard@wisnialaw.com
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`Complainants LithiumHub, LLC, Lithiumhub
`Technologies, LLC, and Martin Koebler
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`CERTIFICATE OF SERVICE
`
`
`I, Laurie Ouchida, hereby certify that on March 7, 2025, copies of the foregoing were filed with
`and served upon the following as indicated:
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`
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` VIA EDIS
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` VIA EMAIL
`Ryan.Schmid@usitc.gov
`
` VIA EDIS
` VIA BOX
` VIA EMAIL
`JohnsonHines1421@usitc.gov
`
`Lisa R. Barton
`Secretary to the Commission
`U.S. International Trade Commission
`500 E Street, SW, Room 112
`Washington, D.C. 20436
`
`The Honorable Doris Johnson Hines
`Administrative Law Judge
`U.S. International Trade Commission
`500 E Street, SW, Room 317
`Washington, D.C. 20436
`
`Ryan A. Schmid
`Office of Unfair Import Investigations
`U.S. International Trade Commission
`500 E Street, SW
`Washington, D.C. 20436
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`Counsel for Respondents Bass Pro Outdoor World LLC and Cabela’s LLC:
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`William D. Cramer
`Clark Hill PLC
`901 Main Street, Suite 6000
`Dallas, TX 75202
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`Counsel for Respondent Navico Group Americas, LLC:
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`Matthew J. Herko
`Jones Day
`110 N. Wacker Drive, Suite 4800
`Chicago, IL 60606
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`Counsel for Respondents Dragonfly Energy Corp. and Dragonfly Energy Holdings
`Corp.:
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`Elizabeth A. DiMarco
`Wolf, Greenfield & Sacks, P.C.
`601 Massachusetts Avenue, NW
`Washington, D.C. 20001
`
`
` VIA EMAIL
`ITC1421@ClarkHill.com
`BassCabela-ITC@reedsmith.com
`
` VIA EMAIL
`NavicoITC1421@jonesday.com
`
` VIA EMAIL
`WGS-Dragonfly-
`ITC1421@WolfGreenfield.com
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`

`

` VIA EMAIL
`jhill@cov.com
`COV-ITC-Renogy@cov.com
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`Counsel for Respondents Renogy New Energy Co., Ltd. and RNG International Inc.:
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`Jessica C. Hill
`Covington & Burling LLP
`One CityCenter
`850 Tenth Street, NW
`Washington, D.C. 20001
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`Counsel for Respondents Shenzhen Fbtech Electronics Ltd, Shenzhen LiTime
`Technology Co., Ltd, Clean Republic SODO LLC, MillerTech Energy Solutions LLC,
`and Relion Battery (Shenzhen) Technology Co.:
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`Tony V. Pezzano
`Lippes Mathias LLP
`420 Lexington Avenue, Ste. 205
`New York, NY 10170
`
`
` VIA EMAIL
`LIPPES-ITC-1421@lippes.com
`guping@zhonglun.com
`
`
` /s/ Laurie Ouchida
`
`
`Laurie Ouchida
`Senior Paralegal
`BARTKOWSKI PLLC
`E: louchida@bartkowskipllc.com
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`2
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`EXHIBIT 1
`EXHIBIT 1
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`REDACTED IN ITS ENTIRETY
`REDACTED IN ITS ENTIRETY
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`EXHIBIT 2
`EXHIBIT 2
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`SETTLEMENT AGREEMENT
`This Settlement Agreement (“Agreement”), effective as of the date on which the last party has
`signed this Agreement (“Effective Date”), is entered into by and between LithiumHub, LLC;
`LithiumHub Technologies, LLC; and Martin Koebler (collectively “LithiumHub”); on the one
`hand, and Dragonfly Energy Corporation and Dragonfly Energy Holdings Corp. (collectively,
`“Dragonfly”), on the other hand. Each of the above referenced entities may be referred to herein
`as a “Party” or collectively as the “Parties.”
`WHEREAS, LithiumHub (as Complainants) and Dragonfly (as Respondents) are parties to a
`proceeding before the U.S. International Trade Commission, entitled Certain Rechargeable
`Batteries and Components Thereof, Inv. No. 337-TA-1421 (“Litigation”); and
`WHEREAS, the Parties desire to expeditiously fully and finally resolve all claims relating to the
`Litigation as between the Parties and enter into this Agreement.
`WHEREAS, LithiumHub Technologies, LLC (“Licensor”) is willing to grant a non-exclusive
`license in its patent rights, and Dragonfly desires to end its participation in the Litigation and
`enter into a non-exclusive license to Licensor’s patents asserted in the Litigation, while denying
`any infringement, altogether in accordance with the terms and conditions of this Agreement;
`NOW, THEREFORE, in consideration of the mutual covenants set out herein and for other good
`and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by
`each Party, the Parties, on behalf of themselves and their respective affiliates intending to be
`legally bound, covenant and agree as follows:
`1.
`PATENT LICENSE
`1.1
`Licensed Patents. “Licensed Patents” means U.S. Patent Nos. 9,412,994 and
`9,954,207, and any continuations, continuations-in-part, divisionals, reissues, foreign
`counterparts thereof, or any application or patent claiming priority thereto.
`1.2 Dragonfly Affiliates. “Dragonfly Affiliates” means: (i) any current, former, or
`future Dragonfly subsidiaries; (ii) all entities now or in the future controlling, controlled by, or
`under common control with Dragonfly for the period of time that such control exists; (iii) all
`entities in the past controlling, controlled by, or under common control with Dragonfly for the
`period of time that such control exists; and/or (iv) predecessors or successors, including all
`entities formed or acquired by Dragonfly in the future (unless such entity has been found to
`infringe the Licensed Patents in a final judgment before the acquisition by Dragonfly or has
`been alleged to infringe the Licensed Patents in an ongoing lawsuit or a written communication
`to DragonFly from LithiumHub before or at the time of the acquisition by Dragonfly). For
`purposes of this definition, the terms “control,” “controlled by,” and “under common control
`with” shall mean the possession, directly or indirectly, of the power to direct or cause the
`direction of the management or policies of such person or entity and, shall include (a) in the case
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`1
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`

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`of a corporate entity, direct or indirect ownership of more than 50 percent of the securities having
`the right to vote for the election of directions, and (b) in the case of a non-corporate entity, direct
`or indirect ownership of more than 50 percent of the equity interests and/or the power to direct
`the management and policies of such non-corporate entity.
`1.3 License Grant. Subject to the terms of this Agreement, Licensor hereby grants to
`Dragonfly and Dragonfly Affiliates (collectively, “Licensees”) a personal, non-exclusive, non-
`transferable license to the Licensed Patents, to make, have made, use, offer to sell, sell, and
`import lithium batteries and lithium battery products that were accused of infringement in the
`Litigation, were within the scope of the Litigation, any future versions of such products, and any
`other future products imported, sold, or manufactured by the Licensees in the United States that
`would infringe one or more claims of the Licensed Patents but for this Agreement.
`1.4
`No Other License. No other license or grant of rights, express or implied, is
`granted to Licensees either directly or by implication, estoppel, or otherwise. No rights or
`licenses are extended for products or services not expressly licensed by paragraph 1.2. No other
`Respondent in the Litigation is licensed, or receives any grant of rights, express or implied, by
`this Agreement. Nothing in this Agreement shall authorize, permit, or license any unaffiliated
`third party (i.e., any entity that is not a Dragonfly Affiliate) to offer for sale, sell, import, or make
`lithium batteries or lithium battery products.
`2.
`CONSIDERATION
`2.1
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`As consideration for the rights granted to Dragonfly in this Agreement (including
`the Release and Covenants), Dragonfly agrees to pay LithiumHub a total of
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`2.1.4 The consideration due to LithiumHub hereunder and Dragonfly’s payment
`obligations shall remain unaffected by the results of the Litigation and shall also not be
`affected or excused in any manner by any judgment or any other determination in any
`proceeding of any nature whatsoever that one or more claims of the Licensed Patents are
`invalid or unenforceable, including (but not limited to) any proceedings in a federal or
`state court or in the United States Patent and Trademark Office (e.g., patent reissue,
`reexamination, inter partes review, or other post-issuance proceedings).
`2.1.5
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`material term of this Agreement.
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`. This is a
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`3
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` All payments shall be made to the LithiumHub by wire transfer using the
`2.1.6
`following information:
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`3.
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`RELEASE AND DISMISSAL
`3.1
`Release of Liability. Effective upon receipt of
`LithiumHub hereby releases and discharges Dragonfly, its directors, officers,
`representatives, employees, customers, and distributors, and Dragonfly Affiliates from any and
`all claims, proceedings, causes of action, demands, damages, and liabilities, whether known or
`unknown, absolute or contingent, direct or indirect, that have arisen, could have arisen, or could
`arise out of the claims in the Litigation and the negotiation of the Agreement. This release does
`not include any other Respondent in the Litigation.
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`Release of Liability. Effective upon the Effective Date, Dragonfly hereby
`3.2
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`releases and discharges LithiumHub, its directors, officers, representatives, employees, and
`customers, and LithiumHub Affiliates from any and all claims, proceedings, causes of action,
`demands, damages, and liabilities, whether known or unknown, absolute or contingent, direct or
`indirect, that have arisen, could have arisen, or could arise out of the claims in the Litigation and
`the negotiation of the Agreement.
`3.3
`Termination of the Litigation. Within five (5) business days after the Effective
`Date, the Parties shall (a) file with the U.S. International Trade Commission (“ITC”) a motion for
`termination of the Investigation as to Dragonfly with each Party to bear its own attorneys' fees,
`expenses, and costs. As needed, the Parties agree to submit to all appropriate motions and
`proposed orders for extensions of time for all due dates in the Litigation so that neither Party is
`required to incur unnecessary expenses in the Litigation until the motion for termination as to
`Dragonfly is granted.
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`4
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`COVENANTS
`4.
`4.1 LithiumHub Affiliates. “LithiumHub Affiliates” means: (i) any current, former,
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`or future LithiumHub subsidiaries; (ii) all entities now or in the future controlling, controlled by,
`or under common control with LithiumHub for the period of time that such control exists; (iii) all
`entities in the past controlling, controlled by, or under common control with LithiumHub for the
`period of time that such control exists; and/or (iv) predecessors or successors, including all
`entities formed or acquired by LithiumHub. For purposes of this definition, the terms “control,”
`“controlled by,” and “under common control with” shall mean the possession, directly or
`indirectly, of the power to direct or cause the direction of the management or policies of such
`person or entity and, shall include (a) in the case of a corporate entity, direct or indirect
`ownership of more than 50 percent of the securities having the right to vote for the election of
`directions, and (b) in the case of a non-corporate entity, direct or indirect ownership of more than
`50 percent of the equity interests and/or the power to direct the management and policies of such
`non-corporate entity.
`4.2 General Covenants. LithiumHub covenants, that as of the Effective Date,
`LithiumHub and LithiumHub Affiliates do not own or possess enforcement rights for any other
`United States Patent for which it is aware that Dragonfly is allegedly infringing.
`4.3
`Covenant Not to Assist. Dragonfly and Dragonfly Affiliates covenant not to file,
`participate in, or assist any third party with, any proceeding, action, or litigation of any nature
`whatsoever asserting that one or both of the Licensed Patents is invalid or unenforceable. In the
`event that LithiumHub revokes the license grants provided under Section 1.2, this Covenant 4.3
`will also be extinguished, and Dragonfly will no longer be restricted from challenging the
`validity of the Licensed Patents.
`4.4
`Covenant Not to Sue.
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`Covenant Not to Subpoena. LithiumHub agrees not to rely on Dragonfly or any
`4.5
`Dragonfly Affiliate to satisfy the domestic industry requirement of Section 337 in any future
`litigation at the International Trade Commission and further agrees not to request a subpoena
`against Dragonfly or any Dragonfly Affiliate relating to the satisfaction of the domestic industry
`requirement of Section 337.
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`5
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`5.
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`CONFIDENTIALITY
`5.1
`Neither Party shall disclose the terms of this Agreement except: (a) with the prior
`written consent of the other Party; (b) to any governmental body having jurisdiction and
`specifically requiring such disclosure, including the ITC; (c) for the purposes of disclosure in
`connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of
`1933, as amended, and any other reports filed with the Securities and Exchange Commission, or
`any other filings, reports, or disclosures that may be required under applicable laws or
`regulations; (d) to a Party’s accountants, legal counsel, tax advisors, and other financial and legal
`advisors, subject to obligations of confidentiality and/or privilege at least as stringent as those
`contained herein; and (e) if disclosure is demanded by a subpoena, order from a court or
`government agency, or as may otherwise be required by law or regulation, and subject to
`protective order or written agreement between counsel that such disclosure shall be limited to
`“Attorneys’ Eyes Only”; and, in the case disclosure is pursuant to a protective order, such
`protective order shall provide, to the extent practicable, that any production under a protective
`order would be protected under an "Attorneys' Eyes Only" or higher confidentiality designation.
`The existence of this Agreement is not confidential.
`5.2
`The Parties agree to move for limited service of this Agreement in the
`Investigation pursuant to 19 C.F.R. § 210.21(b)(l).
`5.3
`Notwithstanding Section 5.1, either party may disclose that Dragonfly and
`Dragonfly Affiliates are licensed under the Licensed Patents.
`6.
`REPRESENTATION, WARRANTIES, AND DISCLAIMERS
`6.1
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`LithiumHub represents and warrants that (a) it has not assigned to any person or
`entity any claim against Dragonfly; (b) it has all requisite corporate power and authority, on
`behalf of itself and its subsidiaries, to execute and deliver this Agreement and to carry out the
`provisions of this Agreement; (c) the individual signing this Agreement on its behalf has all
`requisite power and authority to do so; and (d) this Agreement does not violate any other
`agreement to which it is bound.
`6.2
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`Dragonfly represents and warrants that (a) it has not assigned to any person or
`entity any claim against LithiumHub; (b) it has all requisite corporate power and authority, on
`behalf of itself and its subsidiaries, to execute and deliver this Agreement and to carry out the
`provisions of this Agreement; (c) the individuals signing this Agreement on its behalf has all
`requisite power and authority to do so; and (d) this Agreement does not violate any other
`agreement to which it is bound.
`6.3
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`Nothing in this Agreement shall be construed as requiring or imposing on
`LithiumHub the obligation, or as conferring upon Dragonfly (or any other person or entity) a
`right, to bring or prosecute actions of suits against third parties for infringement of any License
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`6
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`Patent, or upon LithiumHub to defend any suit or action that challenges or concerns the validity
`or enforceability of a Licensed Patent.
`6.4 Nothing in this Agreement shall be construed as an admission by Dragonfly that
`
`any Dragonfly product or any Dragonfly Affiliates’ product infringes the Licensed Patents. In
`the Litigation, Dragonfly denied that any of its past, present, or future products infringe the
`Licensed Patents.
`6.5
`
`
`
`
`
`
`6.6
`EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
`
`LITHIUMHUB AND DRAGONFLY MAKE NO REPRESENTATIONS OR WARRANTIES
`OF ANY KIND, INCLUDING WITHOUT LIMITATION, EXPRESS OR IMPLIED, OR
`STATUTORY WARRANTIES, OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR
`A PARTICULAR PURPOSE, PATENT ENFORCEABILITY, OR PATENT VALIDITY.
`7.
`MISCELLANEOUS
`7.1
`LithiumHub shall have the right to immediately terminate all license grants in
`Section 1 of this Agreement if Dragonfly should institute, file, participate in, or assist any third
`party with, any proceeding, action, or litigation of any nature whatsoever asserting that one or
`both of the Licensed Patents is invalid or unenforceable.
`7.2
`Subject to the covenants and agreements above, nothing in this Agreement shall
`be construed to, of have the effect of impairing, or otherwise prevent LithiumHub from bringing
`an infringement action or recovering damages from any third-party manufacturer or importer that
`makes, sells, or imports products that infringe one or more of the Licensed Patents.
`7.3
`This Agreement shall be governed by, interpreted, and construed in accordance
`with the laws of the State of South Carolina without reference to conflicts of laws principles.
`7.4
`Any disputes arising under or regarding the interpretation of this Agreement will
`be subject to the exclusive jurisdiction of the federal courts of the State of South Carolina, the
`United States International Trade Commission, and the courts with jurisdiction over appeals from
`the foregoing. Each Party irrevocably consents to the jurisdiction thereof and venue therein.
`7.5
`The language of this Agreement has been approved by counsel for the Parties. The
`language of this Agreement shall be construed as a whole according to its fair meaning and none
`of the Parties (or the Parties' respective attorneys) shall be deemed to be the draftsman of this
`Agreement in any action which may hereafter arise amongst the Parties. The headings used
`herein shall not be used to interpret or construe this Agreement.
`7.6
`This is an enforceable agreement. This Agreement constitutes the entire
`agreement amongst the Parties and supersede all previous communications, representations,
`
`
`
`7
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`

`

`agreements, or understandings, either oral or written, between the Parties with respect to the
`subject matter hereof. This Agreement may be amended, supplemented, or modified only by a
`written instrument duly executed by or on behalf of each Party hereto which specifically refers to
`this Agreement.
`7.7
`No waiver of any breach of any provision of this Agreement shall constitute a
`waiver of any prior, concurrent, or subsequent breach of the same or any provisions hereof, and
`no waiver shall be effective unless made in writing and signed by an authorized representative of
`the waiving Party.
`7.8
`If any provision of this Agreement shall be determined to be invalid, illegal, or
`unenforceable under any controlling body of law, that provision shall be reformed, construed,
`and enforced to the maximum extent permissible; and the validity, legality, and enforceability of
`the remaining provisions shall not in any way be affected or impaired thereby.
`7.9
`This Agreement may be signed in counterparts, each of which shall be deemed an
`original hereof, but all of which together shall constitute one and the same instrument. Delivery
`of signatures by means of facsimile or electronic mail shall be as effective as original signatures.
`7.10
`In the event of a conflict between Provision 1.3 or 1.4 and any other Provision in
`this Agreement, Provisions 1.3 and 1.4 shall govern.
`
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`8
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`

`

`SIGNATURES
`
`AS FOR LITHIUMHUB:
`By: Aft bile
`NAME: Martin Apeble—
`TITLE:
`Qe esideut
`DATE: Haegn § 7025
`
`AS FOR DRAGONFLY:
`
`BY:
`
`- BB
`
`TITLE: CEO
`DATE: a/5/20rs
`
`9
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