TRANSHIELD, INC. TERMS AND CONDITIONS OF PURCHASE

1. General Terms and Applicability. By accepting the accompanying purchase order to which this document is attached (the “Purchase Order”), the vendor listed on the purchase order (“Vendor”) is deemed to accept these Terms and Conditions of Purchase (these “Terms”), as may be amended from time to time by the Company. These Terms are the only terms which govern the purchase of the products, materials and goods (the “Goods”) by Transhield, Inc. (“Buyer”) from Vendor. The Purchase Order and these Terms (together, 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. These Terms prevail over any of Vendor’s general terms and conditions of sale regardless whether or when Vendor has submitted its sales confirmation or such terms. The parties further agree that any terms contained in Vendor’s quotation or other documentation shall not supersede these Terms and that such other terms shall be without force and effect. This Agreement expressly limits Vendor’s acceptance to the terms of this Agreement. Fulfillment of the Purchase Order constitutes acceptance of these Terms. This Agreement cannot be modified or amended except by a subsequent written instrument executed by the parties which expressly supersedes the provisions of this Agreement.

2. Delivery of Goods. Vendor shall deliver the Goods in the quantities and on the date(s) specified in the Purchase order or as otherwise agreed to in writing by the parties (the “Delivery Date”). If Vendor fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Vendor. Vendor shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Vendor’s failure to deliver the Goods on the Delivery Date. Vendor shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Point”) during Buyer’s normal business hours or as otherwise instructed by Buyer. Vendor shall pack all goods for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Vendor must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Vendor’s risk of loss and expense. Vendor acknowledges that time is of the essence with respect to Vendor’s obligations hereunder and the timely delivery of the Goods. Vendor will promptly notify Buyer of any actual or anticipated delay in delivery and take all reasonable steps to avoid delays without additional cost to Buyer. Buyer reserves the right to reject or return at Vendor’s risk and expense all nonconforming goods, shipments made in excess of Buyer’s commitment, shipments of less than the quantity set forth in the Purchase Order, or shipments made in advance of delivery schedules. Buyer may defer payment on advance deliveries until scheduled payment dates. Vendor shall not backorder any goods unless directed to do so by Buyer in writing. No act of Buyer, including, without limitation, modification of this Agreement or acceptance of late deliveries, shall constitute a waiver of this provision.

3. Shipment and Risk of Loss. Delivery shall be made FOB Delivery Point. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, invoices, correspondence and any other documents pertaining to a Purchase Order. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point. Itemizing packing slips must accompany each shipment. Vendor shall insure all shipments for full value for the benefit of Buyer. Vendor shall use all commercially reasonable shipping, packing and delivery methods to insure on-time deliveries and to protect the Goods in transit.

4. Inspection and Rejection of Goods; Remedies. 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. All Goods shall conform to the provisions of this Agreement and shall be free from faults and defects in materials and workmanship design. In the event that any portion of the Goods fails to conform to all specifications, warranties or other requirements of this Agreement, or are otherwise defective in whole or in part, at Buyer’s sole option, Buyer may: (a) accept the Goods and require Vendor to correct the deficiency within an agreed upon time frame; (b) rescind the Agreement in whole or in part; (c) require that all payments made to date by Buyer be promptly refunded by Vendor, including reimbursing Buyer for installation, removal and transportation costs; (d) accept the Goods at a reasonably reduced price; and/or (e) require that Vendor replace the nonconforming or defective Goods. Any Goods rejected by Buyer will be at Vendor’s risk and expense. Buyer may revoke its acceptance of goods at any time, whether or not a substantial modification in the Goods has been made, if a defect in the Goods which could not have been discovered during Buyer’s normal inspection procedure (or which is not normally discoverable until the Goods are used or assembled) impairs the value of the Goods to Buyer. If Buyer requires replacement of the Goods, Vendor shall, at its expense, promptly, but in no event more than 20 days after receiving notice, replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, packaging, handling and transportation charges for the return of the defective Goods and the delivery of replacement Goods. If Vendor fails to timely deliver replacement Goods, Buyer may

replace them with goods from a third party and charge Vendor the cost thereof and terminate this Agreement. Any inspection or other action by Buyer under this Agreement shall not reduce or otherwise affect Vendor’s obligations under this Agreement, and Buyer shall have the right to conduct further inspections after Vendor has carried out its remedial actions. Neither Buyer’s exercise of, nor its failure to exercise, any rights provided hereunder, will relieve Vendor from responsibility for producing conforming Goods.

5. Price. The price of the Goods is the price stated in the Purchase Order (the “Price”). Unless otherwise specified in the Purchase Order, the Price includes all cartage, transportation costs to the Delivery Point, insurance, and all other fees, incidental expenses and applicable taxes. All applicable taxes and governmental charges (such as duties) which are in excess of the Price shall be paid by Vendor regardless of which party such taxes or charges are imposed upon (with the exception of any taxes imposed on Buyer’s income). Vendor warrants that the prices charged Buyer do not exceed the lowest prices charged by Vendor for similar goods and services to its other customers and are in compliance with applicable law. 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. Buyer is entitled to setoff and a deduction of amounts due under this Agreement in the event that Vendor is in breach of this or any other agreement with Buyer, or provides defective or nonconforming Goods.

6. Payment Terms. Vendor 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 invoice amounts due to Vendor within 30 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. The parties shall seek to resolve all such disputes expeditiously and in good faith. Vendor shall continue performing its obligations under this Agreement notwithstanding any such dispute.

7. Standards and Quality Specifications. In addition to satisfying any and all specifications attached to or set forth in this Agreement, including, but not limited to, any specifications, samples, or formulas provided to Vendor, Vendor expressly warrants that the Goods satisfy or exceed all applicable legal requirements established by federal or state law, and/or applicable engineering, environmental or material standards, including, but not limited to, any recognized standards with respect to quality and fitness. Vendor shall provide Goods that conform to or exceed any formula, specifications, samples and data which were provided to Vendor by Buyer or any of Buyer’s affiliates or customers. Failure to provide with this provision shall be deemed a material breach of this Agreement and grounds for cancellation by Buyer.

8. Warranties. In addition to any other warranties (express or implied) afforded Buyer, Vendor warrants to Buyer that for a period of 12 months from the Delivery Date, the Goods, including all components and parts, shall be: (a) delivered to Buyer in a ready to use and good working conditions, free from any and all nonconformities and defects; (b) free from any defects in workmanship, material and design; (c) conform to all applicable descriptions, specifications, samples, or formula provided by Buyer or Buyer’s affiliates or customers; (d) fully fit for their particular purpose and operate as intended; (e) merchantable; (f) free and clear of all liens, security interests or other encumbrances; (g) in compliance with all relevant governmental and industry standards, laws, rules and regulations; and (f) 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. The warranties set forth herein 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 notice of noncompliance of the Goods with the foregoing warranties. If Buyer gives Vendor notice of noncompliance pursuant to this Agreement, Vendor shall, at its own cost and expense, promptly, but no later than within 30 days 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 Vendor and the delivery of repaired or replacement Goods to Buyer.

9. Compliance with Laws. Vendor, and any Goods supplied by Vendor, will comply with all applicable laws, including rules, regulations, orders, conventions, ordinances and standards that relate to the manufacture, labeling, transport, import, export, licensing, approval or certification of Goods. Vendor assumes all responsibility for shipments of Goods requiring any government import or export clearance. All materials used by Vendor in the Goods will satisfy current United States governmental and safety constraints on restricted, toxic and hazardous materials as well as environmental, electrical and electromagnetic considerations that apply to the country of manufacture, sale or destination. Vendor shall ensure that all Goods conform to all state, local, and national laws, regulations, and recognized standards to which it will be delivered and/or installed. Costs of any modifications required to the Goods or installation to meet state, local or national standards, codes, and regulations shall be borne by Vendor if not already included in the Price.

10. Patent and Lien Protection. To the extent that the Goods delivered hereunder are not manufactured pursuant to the designs originated solely by Buyer, Vendor guarantees that the sale and/or use of any or all Goods delivered hereunder will not infringe any United States or foreign patents, trademarks or copyrights. Vendor further agrees to indemnify, defend and hold harmless Buyer against any and all claims of patent, trademark or copyright infringement or of unfair competition arising out of the sale, cataloging, marketing, packaging or advertising of the Goods, as well as to indemnify, defend and hold harmless Buyer against all liens, security interests and/or encumbrances whatsoever asserted against such Goods, including claims to such Goods asserted by others.

11. Blocked Persons; Foreign Persons. Vendor represents and warrants (and will cause each subcontractor permitted hereunder to also represent and warrant) that Vendor (or such subcontractor) has not been suspended, debarred, or proposed for suspension or debarment from doing business within the United States government and is not listed or proposed to be listed by the United States Government in any “denial orders,” or listed as a “blocked person,” “specially designated national,” or “specially designated terrorist” for United States export administrative purposes. Vendor further represents and warrants that Vendor is not a “Foreign Person” as defined under the International Traffic in Arms Regulations, and guarantees that no “Foreign Person” shall perform any portion of Vendor’s obligations under this Agreement and no person designated as a “Foreign Person” shall be permitted to act as a subcontractor hereunder (permitted or otherwise). In the event that Vendor determines it is necessary to assign a “Foreign Person” to assist with its duties and obligations under this Agreement, Vendor will (a) notify Buyer at least seventy-five (75) days prior to the assignment, (b) obtain proper written authorization from the United States government, and (c) create and implement a written technology control plan subject to Buyer’s approval. If Vendor employs any non-United States persons, regardless of whether any such person performs any of the obligations or services relating to this Agreement, it will adopt and follow a written technology control plan subject to Buyer’s approval.

12. Indemnification. Vendor shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors or assigns and each of their respective directors, officers, shareholders 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 and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with (a) the Goods purchased from Vendor, (b) Vendor’s negligence, willful misconduct or breach of these Terms, or (c) any claim that Buyer’s or any Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Vendor shall not enter into any settlement for any third party claims without Buyer’s prior written consent. This defense, indemnification and hold harmless obligations shall be in addition to any warranty obligations of Vendor.

13. Limitation of Liability. BUYER’S ENTIRE LIABILITY TO VENDOR, IF ANY, FOR ANY CLAIMS, DEMANDS, CAUSES OF ACTION, ARISING IN TORT, CONTRACT, OR OTHERWISE, INCLUDING WITH RESPECT TO ANY STATUTORY CLAIM, IS LIMITED SOLELY TO THE PURCHASE PRICE ACTUALLY PAID BY BUYER UNDER THE TERMS OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING LIMITATION, BUYER SHALL NOT BE LIABLE TO VENDOR FOR SPECIAL, INDIRECT, ECONOMIC, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT, OR OTHERWISE, WITH RESPECT TO THE SALE, PURCHASE, OR USE OF THE GOODS, INCLUDING ANY LOST REVENUE OR PROFITS, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, INCLUDING, WITHOUT LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY OR ANY STATUTORY CAUSE OF ACTION. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT VENDOR’S LIABILITY FOR FRAUD, PERSONAL INJURY OR DEATH CAUSED BY VENDOR’S NEGLIGENCE OR WILLFUL MISCONDUCT.

14. Insurance. Notwithstanding the indemnification provisions set forth in the preceding paragraphs, Vendor agrees to maintain in full force and effect workers’ compensation, comprehensive general liability, broad form extended casualty, employer’s liability, automobile liability, product liability, completed operations coverage and insurance against any and all losses, damages, liabilities, claims, lawsuits, demands, costs and expenses (including attorney and professional fees and expenses) that arise out of or are alleged to have arisen, directly or indirectly, in whole or part, from Vendor’s design, manufacture, sale, transportation, or distribution of any Goods provided by or under this Agreement. The insurance provided hereunder shall include contractual liability coverage to cover Vendor’s obligations under this Agreement. Vendor shall provide coverage for any acts of omission or commission, negligence, willful or wanton conduct or otherwise of Vendor, its

subcontractors, employees, workmen, servants, or agents, with limits of not less than $2,000,000 for each person and $4,000,000 for each occurrence, and property damage limits of not less than $5,000,000. Vendor shall maintain Buyer as an additional insured on all such policies required under this Agreement. The coverage afforded to Buyer as additional insured under such policies shall be primary insurance. If Vendor has other insurance, including self-insurance, which is also applicable to the coverage, such other insurance shall be considered only as excess coverage over and above any and all of Vendor’s insurance. Vendor shall obtain an endorsement to its policy to effect this priority of coverage. Buyer may, at its sole discretion, request that Vendor provide certificates of insurance evidencing coverage as set forth herein.

15. Ownership and Proprietary Rights. All specifications, drawings, tools, materials, and other items furnished by Buyer for Vendor’s use hereunder, and any items furnished by Vendor as a deliverable hereunder and returned to Vendor for rework or repair, shall be and remain the property of Buyer. All items of Buyer’s property furnished in connection with this order shall be appropriately and prominently marked as Buyer’s property. Vendor shall maintain all of Buyer’s property and return same to Buyer in good condition, normal wear and tear excepted. Unless authorized by Buyer in writing, Vendor shall only use Buyer’s property for completing its obligations under this Agreement.

16. 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 Vendor, 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 this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by Buyer in writing. Upon Buyer’s request, Vendor shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this provision.

17. 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 Vendor, either before or after the acceptance of the Goods, if Vendor has not performed or complied with any of these Terms, in whole or in part. If Vendor 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 Vendor.

18. 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.

19. Assignment. Vendor 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 provision shall be null and void. No assignment or delegation shall relieve Vendor 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 without Vendor’s prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer’s assets.

20. Governing Law and Venue. This Agreement shall be governed by, and interpreted according to, Indiana law, excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding with respect to this Agreement may be brought only in the state or federal courts located in Elkhart County, Indiana or St. Joseph County, Indiana. Vendor hereby irrevocably consents that such courts shall have personal jurisdiction over Vendor and waives any objection that the court is an inconvenient forum.