These Standard Terms and Conditions of Purchase (“Terms”) shall apply to all purchases of goods  and services by Neon Aero, Inc or any of its subsidiaries (“Buyer”). 

1 Applicability 

a. These Terms are the only terms which govern the purchase of the goods (“Goods“) and services  (“Services“) by Buyer as set forth on the purchase order or request for quotation from the seller  (“Seller“) named on any purchase order or request for quotation submitted by Buyer to Seller  (collectively, a “Purchase Order“). 

b. The Purchase Order and these Terms (collectively, this “Agreement”) comprise the entire  agreement between the parties, and supersede all prior or contemporaneous understandings,  agreements, negotiations, representations and warranties, and communications, both written and  oral; provided that a written agreement duly executed and signed by Buyer and Seller will  supersede these Terms. If applicable for Services, Seller shall provide a statement of work, which  terms shall be incorporated herein by reference. 

c. These Terms prevail over any of Seller’s general terms and conditions regardless of whether or  when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits  Seller’s acceptance to the terms of this Agreement. Fulfillment of or other performance under a  Purchase Order constitutes acceptance of these Terms. 

2 Delivery of Goods and Performance of Services 

a. Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order  or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is  specified, Seller shall deliver the Goods as promptly as possible upon Seller’s receipt of the  Purchase Order. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may  terminate this Agreement immediately by providing written notice to Seller and Seller shall  indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses,  including attorneys’ fees and costs, directly attributable to Seller’s failure to deliver the Goods on  the Delivery Date. Buyer expects 100% on time delivery, and Seller shall notify the appropriate  Buyer contact in advance if the agreed upon delivery cannot be met. Buyer also reserves the right  to issue corrective action should Seller on-time delivery rate drops below certain thresholds. 

b. Seller shall deliver all Goods to the address specified in the Purchase Order (the “Delivery  Point”) or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to  Buyer’s specifications or, if there are no specifications, in a manner sufficient to ensure that the  Goods are delivered in undamaged condition in accordance with best commercial practices and  within the requirements of any laws and/or regulations relating to packing, labeling, reporting, and  disposal of Goods.

c. Seller shall provide the Services to Buyer as described and in accordance with the dates or  schedule set forth on the Purchase Order and in accordance with the terms and conditions set forth  in these Terms. 

d. Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder  and the timely delivery of the Goods and Services. 

3 Quantity 

If Seller delivers more than the quantity of Goods ordered, Buyer may reject all or any excess  Goods. Any such rejected Goods shall be returned to Seller at Seller’s sole risk and expense. If  Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or  reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis. 

4 Shipping Terms 

Delivery shall be made DAP Delivery Point. The Purchase Order number must appear on all  shipping documents, shipping labels, invoices, correspondence and any other documents  pertaining to the Purchase Order. 

5 Title and Risk of Loss 

Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point. 6 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 this Agreement 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 or defective 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  Agreement for cause pursuant to Section 17. Any inspection or other action by Buyer under this  Section shall not reduce or otherwise affect Seller’s obligations under the Agreement or limit any  warranty provided by Seller hereunder. 

In the event of nonconforming product/material, Seller shall contact Buyer as soon as reasonably  practical and get Buyer’s written approval of any nonconforming product/material in advance of  shipment. Buyer reserves the right to designate requirements for first article reports or tests,  specimens, design approval, inspection/verification sampling, statistical techniques, and/or key characteristics. Additional requirements will be specified on the Purchase Order and/or in a  written agreement between the parties. 

Buyer, its customers, and relevant government authorities shall have the right of access to all  relevant Seller and Seller sub tier suppliers facilities, applicable documents, and records involved  in processing of Buyer’s orders with advance notice. 

7 Price 

The price of the Goods and Services is the price stated in the Purchase Order (the “Price”). Unless  otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to  the Delivery Point, customs duties, fees and applicable taxes, including, but not limited to, 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. 

8 Payment Terms 

Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in  accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller within  45 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good  faith. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set  off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller. 

9 Seller’s Obligations Regarding Services 

Seller shall: 

a. before the date on which the Services are to start, obtain, and at all times during the term of this  Agreement, maintain, all necessary licenses and consents and comply with all relevant laws  applicable to the provision of the Services; 

b. comply with all rules, regulations and policies of Buyer, including security procedures  concerning systems and data and remote access thereto, building security procedures and general  health and safety practices and procedures to the extent Seller is made aware of the same; 

c. maintain complete and accurate records relating to the provision of the Services under this  Agreement; 

d. ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on  behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and  are suitably skilled, experienced and qualified to perform the Services; 

e. ensure that all of its equipment used in the provision of the Services is in good working order  and suitable for the purposes for which it is used, and conforms to all relevant legal standards and  standards specified by the Buyer;

f. keep and maintain any Buyer equipment in its possession in good working order and shall not  dispose of or use such equipment other than in accordance with the Buyer’s written instructions or  authorization; 

g. have and maintain a documented Quality Management System which is acceptable and  appropriate for the items or services supplied; 

h. use Buyer and/or customer-approved special process sources (anodize, heat treat, welding, etc.)  when indicated on a Purchase Order and/or other written agreement; 

i. maintain policies and procedures to identify potential counterfeit parts from suppliers. Seller  shall immediately notify Buyer if Seller becomes aware of or suspects that counterfeit parts may  have been used in a product delivered to Buyer, and Seller shall, at its own expense, promptly  replace such counterfeit parts with genuine parts conforming to the requirements. Notwithstanding  any other provision in these Terms, Seller shall be liable for all costs relating to the removal and  replacement of counterfeit parts; 

j. notify Buyer of changes to processes, products, or services, including changes of their external  providers or location of manufacture, and obtain Buyer approval; 

k. apply the appropriate controls to its direct and sub-tier external providers to ensure that product  requirements are met. The appropriate controls may include customer/regulatory/AS9100 specific  requirements and will be indicated on Buyer’s Purchase Order and/or written agreement. This may  also include using Buyer customer-designated or approved external providers, including process  sources; 

l. maintain records associated with the Purchase Order and/or other written agreement as required  for a period of no less than 2 years; and 

m. ensure that employees and people working on its behalf are aware of: 

(i) their contribution to product or services conformity; 

(ii) their contribution to product safety; and 

(iii) the importance of ethical behavior. 

10 Change Orders 

Buyer may at any time, by written instructions and/or drawings issued to Seller (each a “Change  Order”), order changes to the Services. Seller shall within 5 days of receipt of a Change Order  submit to Buyer a firm cost proposal for any increased costs attributable to the Change Order. If  Buyer accepts such cost proposal, Seller shall proceed with the changed services subject to the  cost proposal and the terms and conditions of this Agreement.

11 Representation and Warranty 

a. Seller warrants to Buyer that for a period of 12 months from the Delivery Date, or such longer  period as may be provided by Seller pursuant to its standard product warranty, all Goods will: 

i. be free from any defects in workmanship, material and design; 

ii. conform to applicable specifications specified by Buyer in the Purchase Order; iii. be fit for their intended purpose and operate as intended; 

iv. be merchantable; 

v. be free and clear of all liens, security interests or other encumbrances; and vi. not infringe or misappropriate any third party’s patent or other intellectual property rights. 

These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by  Buyer. 

b. Seller warrants to Buyer that it shall perform the Services using personnel of required skill,  experience and qualifications and in a professional and workmanlike manner in accordance with  best industry standards for similar services and shall devote adequate resources to meet its  obligations under this Agreement. 

c. the warranties set forth in this Section 11 are cumulative and in addition to any other warranty  provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s  discovery of the noncompliance of the Goods or Services with the foregoing warranties. If Buyer  gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and  expense, promptly (i) 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,  and, if applicable, (ii) repair or re-perform the applicable Services. 

12 General Indemnification 

Seller shall defend, indemnify and hold harmless Buyer and Buyer’s affiliates, successors or  assigns and their respective directors, officers, equity holders and employees (collectively,  “Indemnitees“) against any and all loss, injury, death, damage, liability, claim, deficiency, action,  judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and  professional fees and costs, and the cost of enforcing any right to indemnification hereunder  (collectively, “Losses“) arising out of or occurring in connection with the Goods and Services  purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. 

13 Limitation of Liability 

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR  CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR  ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, REGARDLESS  OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT  SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (iii) THE  LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH  THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR  OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

14 Insurance 

During the term of the Agreement and for a period of twelve (12) months thereafter, Seller shall,  at its own expense, maintain and carry in full force and effect commercial general liability (CGL)  insurance (including product liability coverage) in a sum no less than One Million Dollars  ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate with  financially sound and reputable insurers, and upon the Buyer’s request, will provide the Buyer  with a certificate of insurance evidencing the insurance coverage specified in this Section. Seller  will provide Buyer with at least 30 days’ advance written notice in the event of a cancellation or  material change in such insurance policy. Seller shall have its insurers name Buyer as an additional  insured. Insurance maintained pursuant to this clause shall be considered primary as respects the  interest of Buyer and is not contributory with any insurance which Buyer may carry.  

15 Compliance with Law 

Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in  effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out  its obligations under this Agreement. In addition, Seller agrees that it will not export, re-export,  resell or transfer any Buyer information or technology: (a) in violation of any limitations imposed  by the United States or any other jurisdiction or (b) to any country for which an export license or  other governmental approval is required at the time of export, without first obtaining all necessary  licenses or other approvals. 

16 Termination 

In addition to any remedies that may be provided under these Terms, Buyer may terminate this  Agreement with immediate effect upon written notice to the Seller, either before or after the  acceptance of the Goods or Seller’s delivery of the Services, if Seller has not performed or  complied with any of these Terms, in whole or in part. 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, then Buyer may terminate  this Agreement upon written notice to Seller. If Buyer terminates the Agreement for any reason,  Seller’s sole and exclusive remedy is payment for the Goods received and accepted and Services  accepted by Buyer prior to the termination.

17 Waiver 

No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set  forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right,  remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver  thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes  any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 

18 Confidential Information 

If Buyer and Seller have entered into a separate confidentiality or nondisclosure agreement, such  agreement shall control with respect to the Confidential Information of the parties. Otherwise, the  provisions of this Section 19 shall apply: 

a. “Confidential Information” means any and all technical and non-technical information  provided by either Seller or Buyer to the other whether or not in writing, including but not limited  to trade secrets and proprietary information such as ideas, techniques, sketches, drawings,  inventions, know-how, processes, algorithms, software programs and source code, models,  formulae, methodologies, research, development, design details, customer information, forecasts,  and marketing plans of the disclosing party. “Confidential Information” does not include  information that is now or becomes generally available to the public other than as a result of a  disclosure by the receiving party in violation of this Section 19, was available to the receiving  party on a non-confidential basis prior to the disclosure by the disclosing party, or becomes  available to receiving party from a source not known to be bound by an obligation of  confidentiality to disclosing party, or is independently developed by receiving party without  reference to the Confidential Information of disclosing party. 

b. Receiving party agrees that it will at all times hold the Confidential Information of disclosing  party in strict confidence and not disclose (other than to receiving party’s representatives bound  by similar confidentiality obligations) the same except as approved in writing by disclosing party.  Receiving party will use the Confidential Information solely to the extent required for receiving  party to perform its obligations under these Terms. 

c. Upon written request by disclosing party, receiving party will return or destroy all Confidential  Information of disclosing party in receiving party’s possession. This obligation does not extend to  Confidential Information contained in the receiving party’s routine IT backup or disaster recovery  systems; provided that the confidentiality and non-use obligations in this Section 19 shall continue  to apply to such information. 

d. Receiving party acknowledges that its breach of the provisions of this Section 19 may cause  irreparable damage and agrees that disclosing party is entitled to seek injunctive relief, in addition  to all other rights and remedies available at law or in equity.

19 Items Furnished to Seller 

Unless otherwise specified in writing by Buyer, Seller assumes and shall be responsible for any  and all loss, damage and other risks associated with Seller’s use of Buyer’s materials, parts, tooling  or other property in the performance of a Purchase Order. Unless otherwise specified in writing by  Buyer, upon the completion, termination or cancellation of the Purchase Order, Seller shall deliver  such property to Buyer in the same condition in which it was received by Seller, reasonable wear  and tear excepted, and except for such property as was reasonably consumed in the performance  of the Purchase Order. If Seller’s performance under the Purchase Order depends upon goods,  services, property or other items furnished by Buyer or others, Seller shall, prior to commencing  such performance, notify Buyer in writing of any actual or apparent defects or deficiencies in such  other items that render such items unsuitable for Seller’s performance under the Purchase Order.  If any such defect or deficiency causes an increase or decrease in the cost of or the time required  for performance of the Purchase Order, Buyer shall modify the Purchase Order in writing to reflect  an equitable adjustment in the prices and/or schedules under the Purchase Order. 

20 Tools and Equipment 

All tools, equipment or materials created or acquired by Seller for use in providing the Goods or  Services, which have been furnished to, paid for by or charged to Buyer, including without  limitation specifications, drawings, tools, dies, molds, fixtures, patterns, hobs, electrodes, punches,  artwork, screens, tapes, templates, special test equipment, gauges, content, data and software, will  remain or become (as the case may be) Buyer’s property, treated as Confidential Information and  delivered in good condition, normal wear and tear excepted, by Seller to Buyer’s designated  delivery location, immediately upon request and without cost to Buyer. Seller warrants that the  item(s) and information described in this Section will not be used for any work or production of  any materials or parts other than for Buyer without Buyer’s prior written consent. 

21 Force Majeure 

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or  breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms  (except for any obligations to make payments to the other party hereunder), when and to the extent  such party’s (the “Impacted Party”) failure or delay is caused by or results from the following  force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or  explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts,  riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect  on or after the date of these Terms; (f) national or regional emergency; and (g) strikes, labor  stoppages or slowdowns. The Impacted Party shall give notice within 10 days of the Force Majeure  Event to the other party, stating the period of time the occurrence is expected to continue. The  Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such  Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the  Impacted Party’s failure or delay remains uncured for a period of 60 days following written notice  given by it under this Section 17, the other party may thereafter terminate these Terms upon 15  days’ written notice. 

22 Assignment. 

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this  Agreement 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 the 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 Agreement to an affiliate without Seller’s prior written consent. 

23 Relationship of the Parties 

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

24 No Third-Party Beneficiaries. 

These Terms are for the sole benefit of the parties hereto and their respective successors and  permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any  other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever  under or by reason of these Terms. 

25 Governing Law 

All matters arising out of or relating to these Terms are governed by and construed in accordance  with the internal laws of the State of Delaware without giving effect to any choice or conflict of  law provision or rule (whether of the Delaware or any other jurisdiction) that would cause the  application of the laws of any jurisdiction other than those of the State of Delaware. 

26 Submission to Jurisdiction 

Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in  the federal courts of the United States of America or the courts of the District of Delaware and  each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action,  or proceeding. 

27 Notices 

All notices, requests, 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 the purchase 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), email (with confirmation of receipt), or certified or registered mail  (in each case, return receipt requested, postage prepaid), in each case with a copy of all Notices to  Buyer via email to supplychain@aero.neon. Except as otherwise provided in these Terms, 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. 

28 Severability 

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such  invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms  or invalidate or render unenforceable such term or provision in any other jurisdiction. 

29 Survival 

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in  force after any termination or expiration of these Terms. 

30 Amendment and Modification. 

These Terms may only be amended or modified in a writing which specifically states that it amends  these Terms and is signed by an authorized representative of each party.