LTA II MANUFACTURING LLC

GENERAL TERMS AND CONDITIONS OF PURCHASE

Applicability. These General Terms and Conditions of Purchase (the “Terms“) accompany and are a part of the purchase order pursuant to which LTA II Manufacturing LLC (“Buyer“) offers to purchase the goods specified on the face of the purchase order and related services, if any (the “Goods“) from the party to whom the purchase order is addressed (“Seller“) in accordance with and subject to these terms and conditions of purchase (the Terms and the purchase order shall collectively be referred to as the “Order“). Each Order, together with any documents incorporated therein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, representations, warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance to the terms of the Order. These Terms prevail over and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with the Order. Fulfillment of the Order constitutes acceptance of these Terms by Seller. Unless otherwise agreed by the parties, these Terms apply to any repaired or replacement Goods provided by Seller hereunder and any subsequent purchase order issued by Buyer to Seller.

Delivery. Seller shall deliver the Goods in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing by the parties (the “Delivery Date“). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages and reasonable costs and expenses attributable to Seller’s failure to deliver the Goods on the Delivery Date. All Goods shall be delivered to the address specified in the Order (the “Delivery Location“) during Buyer’s normal business hours or as otherwise instructed by Buyer. Delivery shall be made F.O.B. Delivery Location. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, bill of lading, and any other documents necessary to release the Goods to Buyer.

Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions. The acceptance by Buyer of the Goods furnished hereunder shall not constitute acceptance of Seller’s terms and conditions.

Price. The price of the Goods is the price stated in the Order (the “Price“). If no price is included in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Order. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties, fees and applicable taxes, including without limitation all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer. Seller represents that the Price does not exceed the lowest current selling price for the same or substantially similar Goods sold by Seller to any other buyer. If Seller charges another buyer a lower price for these Goods, Seller must immediately apply the lower price to the Goods being purchased under this Order.

Title and Risk of Loss. Title passes to Buyer upon delivery of Goods to the Delivery Location or upon payment for the Goods by Buyer, whichever occurs first. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.

Warranties. Seller hereby warrants that the Goods furnished hereunder will (i) be free from any defects in workmanship, material and design, (ii) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer, (iii) be merchantable and fit for their intended purpose, (iv) be free and clear of all liens, security interests or other encumbrances and (v) not infringe or misappropriate any third party’s patent or other intellectual property rights. With respect to all items delivered to Buyer in digital format (including without limitation data and software) and any electronic media, Seller represents and warrants that such items will be free of viruses, Trojan horses, spyware and any other type of malware that may result in any inoperability, damage, interruption, or interference of the Goods or any equipment on which the Goods reside or with which the Goods are capable of communicating. Seller agrees that the warranties in this Order shall survive acceptance of the Goods and shall run to Buyer, its successors, assigns and customers. These warranties are cumulative and in addition to any other warranty provided by law or equity. If Buyer gives Seller notice of defective or nonconforming Goods, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.

Invoicing; Payment. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with this Order. Buyer shall pay all properly invoiced amounts in accordance with the payment terms set forth on the face of the purchase order, except for any amounts disputed by Buyer in good faith. All payments hereunder shall be made in US Dollars. In the event of a payment dispute, Buyer shall deliver a written statement to Seller prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any payment dispute between the parties. Buyer may withhold payment of any amount in dispute or pay the disputed amount without waiver of any of its rights, including the right to reimbursement.

Amendment; Substitutions. This Order shall not be amended or modified except in writing and signed by Buyer. Substitutions of material or extra charges will not be permitted unless authorized in writing by Buyer.

Confidential Information. All non-public, confidential or proprietary information of Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.

Data Security. Seller shall comply with all applicable laws regarding data security and privacy or that otherwise require the notification of individuals in the event of unauthorized release of personally identifiable information. In the event of a breach of Seller’s security obligations or the occurrence of any event requiring notification under applicable law (each, a “Security Breach“), Seller agrees to promptly notify Buyer by telephone and email of such event within twenty-four (24) hours of discovery and inform all such individuals in accordance with applicable law.

Indemnification. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, owners and employees from and against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, penalty, fine, cost or expense, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder arising out of or occurring in connection with (a) any defect in the Goods, (b) any act or omission of Seller, its agents, employees or subcontractors, (c) any breach of this Order, (d) any claim that Buyer’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party or (e) any Security Breach. This provision shall survive the delivery of, and payment for, the Goods.

Insurance. Seller shall maintain insurance coverages in such amounts, in such forms, and with such insurance companies as Buyer may reasonably require.

Compliance with Laws. Seller shall comply with all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order.

Termination. Buyer may terminate this Order, in whole or in part, for undelivered Goods at any time, with or without cause. Buyer may terminate this Order with immediate effect upon written notice to Seller: (i) either before or after the acceptance of the Goods, if Seller has not performed or complied with this Order or these Terms, in whole or in part, or (ii) if Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. If Buyer terminates this Order for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.

Audit. Seller shall maintain complete and accurate books and records relating to all Goods sold under this Order. Such books and records shall, upon Buyer’s request, be made available for a period of three (3) years from the most recent Delivery Date for inspection or audit by a representative of Buyer. If an audit reveals that Seller has overbilled or otherwise been overpaid by Buyer, Seller shall reimburse Buyer for such overpayment within fifteen (15) days of receiving notice.

Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise or delay in exercising any right, remedy, power or privilege arising from the Order shall be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Assignment. . Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Seller of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Order without Seller’s prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer’s assets.

Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under this Order to the extent that such delay or failure is caused by an event or circumstance described below that is beyond the reasonable control of such party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (“Force Majeure Event“). Force Majeure Events include, and are limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, war, invasion, hostilities, terrorist acts and riots. Seller’s economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this Order. If a Force Majeure Event prevents Seller from carrying out its obligations under this Order for a continuous period of more than thirty (30) business days, Buyer may terminate this Order immediately by giving written notice to Seller. Seller shall, at Seller’s sole cost and expense, take such actions as are necessary or appropriate to ensure the uninterrupted supply of Goods to Buyer during any foreseeable or anticipated event or circumstance that could interrupt or delay Seller’s performance under this Order (whether or not such event constitutes a Force Majeure Event hereunder), including, without limitation, giving Buyer’s purchase orders for Goods priority over orders placed by Seller’s other customers.

Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Relationship of Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Order shall be construed as creating any agency, partnership, joint venture, employment or other fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Governing Law; Jurisdiction. This Order shall be governed by the laws of the State of Missouri without regard to its choice of law rules. If any provision hereof is deemed or declared to be invalid or unenforceable, (i) the validity and enforceability of the remainder of these terms and conditions shall not be affected, (ii) such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and (iii) such provision shall be valid, enforceable and enforced in its modified form. Any lawsuit, claim, or dispute relating to or arising out of this Order must be filed in a federal or state court of competent jurisdiction located in or serving Jackson County, Missouri. Each party waives any right to trial by jury with respect to any dispute or disagreement relating to this Order.