(a) These terms and conditions of sale (these  “Terms”) are the only terms which govern the sale by 4i Platform,  Inc., a Delaware corporation (“Seller”) of Seller-branded hardware  products (“Products”) to the buyer identified in the Sales Quotation  and/or Acknowledgment (as each defined below) to which these  Terms are attached or incorporated by reference (“Buyer”).  Notwithstanding anything herein to the contrary, if a written contract  signed by authorized representatives of both parties is in existence  covering the sale of the Products covered hereby, the terms and  conditions of said contract shall prevail to the extent they are  inconsistent with these Terms.

(b) The accompanying quotation of sale (the “Sales  Quotation”) provided to Buyer, and/or sales order acknowledgement  (“Acknowledgement”), and/or other written or electronic  confirmation of sale, 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. For e-commerce sales  through Seller’s website, the Sales Quotation and Acknowledgement  shall be provided through electronic means via the website, in which  case you accept and agree to be bound by these Terms by ordering  Products through Seller’s website. For clarification, after the  Acknowledgement is received by Buyer, the order for Products is  binding and cannot be cancelled by Buyer for any reason and the full  purchase price amount set forth in the Acknowledgement shall be due  and payable by Buyer to Seller pursuant to the payment schedule set forth in the Acknowledgement unless otherwise agreed to in writing  by Seller. All terms and conditions contained in any prior or  contemporaneous oral or written communication which are different  from, or in addition to, the terms and conditions in this Agreement  are hereby rejected and shall not be binding on Seller, whether or not  they would materially alter this Agreement. These Terms prevail  over any of Buyer’s terms and conditions of purchase regardless  whether or when Buyer has submitted its purchase order or such  terms. Fulfillment of Buyer’s order does not constitute acceptance of  any of Buyer’s terms and conditions and does not serve to modify or  amend these Terms. Notwithstanding anything herein to the contrary,  all orders for Products must be for a minimum purchase price of $100  or such orders will be rejected by Seller.  

2. Delivery.

(a) The Products will be delivered within a reasonable  time after Seller provides Buyer the Acknowledgment, subject to  availability of finished Products. Seller will endeavor to meet  delivery schedules requested by Buyer, but in no event shall Seller  incur any liability, consequential or otherwise, for any delays or  failure to deliver as a result of ceasing to manufacture any product or  any Force Majeure Event. Delivery schedules set forth in the  Acknowledgment are Seller’s good faith estimate on the basis of  current schedules. In no event shall Seller be liable for special or  consequential damages resulting from failure to meet requested  delivery schedules.  

(b) Unless otherwise agreed in writing by the parties  in the Acknowledgement, Seller shall make the Products available  for Buyer’s carrier to pick up using Seller’s standard methods for  packaging such Products. Buyer shall take delivery of the Products

within three (3) days of Seller’s written notice that the Products are  available for pick up at Seller’s plant in Bridgeville, Pennsylvania,  USA (the “Shipping Point”). Buyer shall be responsible for all  loading, freight and insurance costs, and shall provide the equipment  and labor reasonably suited for receipt of the Products at the Shipping  Point. Seller shall not be liable for any delays, loss or damage in  transit.

(c) Seller may, in its sole discretion, without liability  or penalty, make partial shipments of Products to Buyer, if  applicable. Each shipment will constitute a separate sale, and Buyer  shall pay for the units shipped whether such shipment is in whole or  partial fulfillment of Buyer’s purchase order.

(d) If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Seller’s notice that  the Products have been delivered at the Shipping Point, or if Seller is  unable to deliver the Products at the Shipping Point on such date  because Buyer has not provided appropriate instructions, documents,  licenses or authorizations: (i) risk of loss to the Products shall pass to  Buyer; (ii) the Products shall be deemed to have been delivered; and  (iii) Seller, at its option, may store the Products until Buyer picks  

them up, whereupon Buyer shall be liable for all related costs and  expenses (including, without limitation, storage and insurance). 3. Non-delivery.

(a) The quantity of any installment of Products as  recorded by Seller on dispatch from Seller’s place of business is  conclusive evidence of the quantity received by Buyer on delivery  unless Buyer can provide conclusive evidence proving the contrary.

(b) Seller shall not be liable for any non-delivery of  Products (even if caused by Seller’s negligence) unless Buyer gives  written notice to Seller of the non-delivery within three (3) days of  the date when the Products would in the ordinary course of events  have been received.

(c) Any liability of Seller for non-delivery of the  Products shall be limited to (in Seller’s sole discretion) replacing the  Products within a reasonable time or adjusting the invoice respecting  such Products to reflect the actual quantity delivered.

4. Shipping Terms. Unless indicated otherwise in the  Acknowledgment, delivery shall be made EXW (Incoterms 2020),  the Shipping Point. If no delivery terms are specified on the  Acknowledgement, the method of shipping will be in the sole  discretion of Seller. Unless directed in writing otherwise by Buyer,  full invoice value will be declared for all shipments.  

5. Title and Risk of Loss. Title and risk of loss passes to Buyer  upon delivery of the Products at the Shipping Point. As collateral  security for the payment of the purchase price of the Products, Buyer  hereby grants to Seller a lien on and security interest in and to all of  the right, title and interest of Buyer in, to and under the Products,  wherever located, and whether now existing or hereafter arising or  acquired from time to time, and in all accessions thereto and  replacements or modifications thereof, as well as all proceeds  (including insurance proceeds) of the foregoing. The security interest  granted under this provision constitutes a purchase money security  interest under the Uniform Commercial Code.

6. 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.

7. Inspection and Rejection of Nonconforming Products. (a) Buyer shall inspect the Products within two  business (2) days of receipt (“Inspection Period”). Buyer will be  deemed to have accepted the Products unless it notifies Seller in  writing of any Nonconforming Products during the Inspection Period  and furnishes such written evidence or other documentation as  required by Seller. “Nonconforming Products” means only the  following: (i) product shipped is different than identified in Buyer’s  Acknowledgement; or (ii) product’s label or packaging incorrectly  identifies its contents.  

(b) Seller will only accept Nonconforming Products that are returned under Seller’s Return Material Authorization  procedures then in effect (“RMA”). Buyer shall obtain a RMA  number from Seller prior to returning any Nonconforming Products and return the Nonconforming Products prepaid and insured to Seller  at Shipping Point or to such other location as designated in writing  by Seller for the examination to take place there. If Seller reasonably verifies Buyer’s claim that the Products are Nonconforming Products and that the nonconformance did not develop from use from Buyer,  Seller shall, in its sole discretion replace such Nonconforming  Products with conforming Products. No returns for Nonconforming  Products are allowed after thirty (30) days from the original shipping  date.  

(c) Buyer acknowledges and agrees that the remedies  set forth in Section 7(a) are Buyer’s exclusive remedies for the  delivery of Nonconforming Products. Except as provided under  Section 7(a) and Section 14, all sales of Products to Buyer are made  on a one-way basis and Buyer has no right to return Products

purchased under this Agreement to Seller.

8. Price.

(a) Buyer shall purchase the Products from Seller at  the prices (the “Prices”) set forth in Seller’s published catalogue  literature in force as of the date of the Sales Quotation. However, the  Prices shown in such catalogue literature or any other publication are  subject to change without notice. Unless specifically stated to the  contrary in the Sales Quotation, quoted Prices and discounts are firm  for thirty (30) days from the date of the Sales Quotation. Unless  otherwise stated, prices are quoted EXW (Incoterms 2020), Shipping  Point. Unless otherwise stated in the Acknowledgement, if the Prices  should be increased by Seller before delivery of the Products to a  carrier for shipment to Buyer, then these Terms shall be construed as

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if the increased prices were originally inserted herein, and Buyer  shall be billed by Seller on the basis of such increased prices. (b) All Prices are exclusive of all sales, use and excise  taxes, and any other similar taxes, duties and charges of any kind  imposed by any governmental authority on any amounts payable by  Buyer. Buyer shall be responsible for all such charges, costs and  taxes (present or future); provided, that, Buyer shall not be  responsible for any taxes imposed on, or with respect to, Seller’s  income, revenues, gross receipts, personnel or real or personal  property or other assets.  

9. Payment Terms.

(a) Unless otherwise provided in the  Acknowledgement, if Buyer has approved credit with Seller, Buyer  shall pay all invoiced amounts due to Seller within thirty (30) days  from the date of Seller’s invoice. If Seller does not have Buyer’s  financial information and has not provided pre-approved credit terms  for Buyer, the payment must be made in cash with order or C.O.D.  in US dollars. If Buyer has approved credit terms, the payment may  be made by cash with order, wire transfer of immediately available  funds, or check in US dollars. Certain products require a down  payment. Any payment terms other than set forth above will be  identified in the Acknowledgement. Notwithstanding anything  herein to the contrary, all prepaid deposits and down payments are  non-refundable. If a deposit is not received when due, Seller reserves  the right to postpone manufacturing of Products until payment is  received. Seller will not be responsible for shipment delays due to  deposit payment delays.

(b) In Seller’s sole discretion, Seller may assess Buyer  interest on all late payments at the lesser of the rate of 1.5% per  month or the highest rate permissible under applicable law,  calculated daily and compounded monthly. Buyer shall reimburse  Seller for all costs incurred in collecting any late payments,  including, without limitation, attorneys’ fees. In addition to all other  remedies available under these Terms or at law (which Seller does  not waive by the exercise of any rights hereunder), Seller shall be  entitled to suspend the delivery of any Products if Buyer fails to pay  any amounts when due hereunder and such failure continues for ten  (10) days following written notice thereof.

(c) Buyer shall not withhold payment of any amounts  due and payable by reason of any set-off of any claim or dispute with  Seller, whether relating to Seller’s breach, bankruptcy or otherwise. 10. Trial Period 

(a) Seller, in its sole discretion, may provide  

hardware Products on a trial basis for Buyer to use for a limited period as specified in the Sales Quotation ( “Trial Period”). Buyer  must either purchase the Products at the quoted Price in accordance  with Section 9 upon expiration of the Trial Period or return the  Products by the end of the Trial if Buyer does not want to purchase  the Products. Buyer shall notify Seller of its decision to return or  purchase the Product before the end of the Trial Period. If Buyer  obtains the Products on a trial basis, but does not return the  Products at the end of the Trial Period, Buyer will be deemed to  have elected to purchase the Products at the quote Price and shall be  obligated to pay Seller in accordance with Section 9. Any Product  being used on a trial basis shall be returned prepaid and insured to  Seller at Shipping Point or to such other location as designated in  writing by Seller, in accordance with Seller’s packaging and  shipping instructions.

(b) During the Trial Period, all Products remain the  property of Seller at all times. Buyer shall not make any alterations,  additions, or modifications to the Products. Title to the hardware  Products shall not pass to Buyer under any circumstances and shall  remain with Seller. Buyer hereby grants to Seller, and Seller shall  retain, a first priority purchase money security interest in the  Products and their proceeds (including accounts receivable), which  security interest shall be superior to any other security interest  granted or created by Buyer and shall be a first lien on the Products.  This security interest shall continue until Seller receives full  payment of the purchase price of the Products . Buyer agrees to  execute any document appropriate or necessary to perfect the  security interest of Seller, or in the alternative, Seller may file a  UCC financing statement.  

(c) Should Buyer be in default or should there be a  good reason to suspect that Buyer may default on any of its  obligations, Seller shall be entitled to immediately remove the  Products belonging to it from Buyer’s possession. Seller shall have  the right to enter Buyer’s premises to repossess the Products if such  are not returned to Seller immediately upon termination of the Trial  Period, or if Buyer has not made full payment to Seller.  

(d) Buyer undertakes to insure and keep insured  against loss, damage, and theft all the Products delivered under  retention of title.

(e) Upon termination of the Trial Period, Buyer shall  return the Products to Seller in good working order, excluding  normal wear and tear. Buyer must purchase the Products, even  during the Trial Period, if Seller finds that Buyer either: (i)  improperly, negligently, or injudiciously used or damaged the  products, or (ii) makes modifications or allows modifications to be  made to the Products without Seller’s consent.  

(f) Product provided to Buyer on a trial basis is  provided free of charge during the Trial Period and is provided “As Is” without warranty of any kind.

11. Intellectual Property; Software License.

(a) To the extent that any Products provided under this  Agreement contain software, whether pre-installed, embedded, in  read only memory, or found on any other media or other form  (“Software”), such Software and accompanying documentation are  licensed to Buyer, not sold and shall remain the sole and exclusive  property of Seller or third party licensors of Seller. Seller grants  Buyer a non-exclusive license to use the Software solely as provided  in and in connection with the use of the Products in which such  Software is contained and in accordance with any applicable user  documentation provided with such Products and subject to the  provisions of this Agreement. Certain of Seller’s Products may  include third party software such as computer operating systems.  Licenses to such third party software are subject to the terms and  conditions of any applicable third party software license agreements.  Unless identified in the Acknowledgement, no license is granted by  Seller with respect to such third party software products that may be  provided with the Products (if any). Seller makes no warranties  regarding any third party software that may accompany the Products or otherwise and such software is explicitly included in the definition  of Third Party Products below.

(b) Buyer shall not copy, modify, or disassemble, or  permit others to copy, modify, or disassemble, the Software, nor may  Buyer modify, adapt, translate, reverse assemble, decompile, or  otherwise attempt to derive source code from the Software. Buyer  shall not transfer possession of the Software except as part of, or with,  the Products, and each such transfer shall be subject to the restrictions  contained herein. Buyer may not sublicense, rent, loan, assign or  otherwise transfer the Software or documentation, and Buyer shall  retain on all copies of the Software and documentation all copyright  and other proprietary notices or legends appearing therein or thereon.  Seller may terminate this license upon written notice for any  violation of any of the terms of this license or any material breach of any provision of this Agreement. Buyer shall immediately  discontinue use of the Software upon any termination of this license  or Agreement. This license shall terminate upon any termination of  the Agreement.  

(c) All patents, trademarks, copyrights or other  intellectual property rights embodied in the Products, including  without limitation the Software, are owned by Seller and its licensors.  Seller and its licensors retain all right, title and interest in such  intellectual property rights. Except as expressly set forth herein, no  license rights or ownership in or to any of the foregoing is granted or  transferred hereunder, either directly or by implication. ALL  RIGHTS RESERVED.

(d) If Buyer is the United States Government or any  agency thereof, each of the components of the Software and user  documentation are a “commercial item,” and “computer software”  as those terms are defined at 48 C.F.R. 2.101, consisting of  “commercial computer software” and “commercial computer  software documentation,” as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through  227.7202-4, all United States government Buyers acquire only those  rights in the Software and user documentation that are specified in  this Agreement.

12. Limited Warranty.

(a) All Products sold to Buyer are subject to Seller’s limited warranty set forth at (the  “Warranty”).

13. Limitation of Liability.


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14. [Return Products Policy. Seller’s products may be returned  to Seller for credit within sixty (60) days of shipment subject to the  following conditions.

(a) In order to return products for credit, Buyer must  obtain a RMA number from Seller. Upon receipt, it must be executed  by an authorized person and then returned with the Products.  Products returned to Seller without a RMA will be returned at  Buyer’s expense.

(b) Products are to be returned to Seller at Shipping  Port with Freight Prepaid. Seller will not accept collect shipments. (c) Restocking fees will be assessed in accordance  with the following schedules: (i) Products returned within the first  thirty (30) days from shipment date will be restocked less twenty  percent (20%) of the amount billed on the original invoice. (ii)  Productsreturned over thirty (30) days of shipment but less than sixty  (60) days will be restocked less thirty percent (30%) of the amount  billed on the original invoice. (iii) No returns are allowed after sixty  (60) days from the original shipping date.

(d) The restocking fees set forth above are the  minimum fees. If a returned Good requires rework to restore it to a  saleable condition, further charges will be assessed. Seller’s quality  assurance department will document the condition of the Products

when received by Seller and report their findings to Buyer. (e) Notwithstanding the foregoing provisions of  this Section 14, Products that have been used cannot be returned,  are not eligible for any credit and cannot be restocked.  15. Compliance with Law and Indemnification. Buyer shall  comply with all applicable laws, regulations and ordinances. Buyer  shall maintain in effect all the licenses, permissions, authorizations,  consents and permits that it needs to carry out its obligations under  this Agreement. Buyer shall comply with all export and import laws  of all countries involved in the sale of the Products under this  Agreement or any resale of the Products by Buyer. Products, services  and technical data delivered by Seller shall be subject to U.S. export  controls. Buyer shall, and shall cause its customers to, obtain all  licenses, permits and approvals required by any government and shall  comply with all applicable laws, rules, policies and procedures of the  applicable government and other competent authorities. Buyer will  indemnify and hold Seller harmless for any violation or alleged  violation by Buyer of such laws, rules, policies or procedures. Buyer  shall not transmit, export or re-export, directly or indirectly,  separately or as part of any system, the Products or any technical data  (including processes and services) received from Seller, without first  obtaining any license required by the applicable government,  including without limitation, the U.S. government. Buyer also  certifies that none of the Products or technical data supplied by Seller  under this Agreement will be sold or otherwise transferred to, or  made available for use by or for, any entity that is engaged in the  design, development, production or use of nuclear, biological or  chemical weapons or missile technology. No Buyer information will  be deemed “technical data” unless Buyer specifically identifies it to  Seller as such. Buyer assumes all responsibility for shipments of  Products requiring any government import clearance. Seller may  terminate this Agreement if any governmental authority imposes  antidumping or countervailing duties or any other penalties on  Products. For all international shipments, Seller requires that all  required Export Control documentations, including Form BIS-711  Statement by Ultimate Consignee and Purchases, are submitted by  Buyer along with the purchase order. Seller reserves the right to  postpone shipment until all documentations are completed and  submitted to Seller. Seller will not be responsible for shipment  

delays due to non-compliance by Buyer of the foregoing two  sentences.

16. Termination. In addition to any remedies that may be  provided under these Terms, Seller may terminate this Agreement  with immediate effect upon written notice to Buyer, if Buyer: (i) fails  to pay any amount when due under this Agreement and such failure  continues for ten (10) days after Buyer’s receipt of written notice of  nonpayment; (ii) has not otherwise performed or complied with any  of these Terms, in whole or in part; or (iii) 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.

17. Waiver. No waiver by Seller of any of the provisions of this  Agreement is effective unless explicitly set forth in writing and  signed by Seller. No failure to exercise, or delay in exercising, any  rights, 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. All non-public, confidential or  proprietary information of Seller, including, but not limited to,  specifications, samples, patterns, designs, plans, drawings,  documents, data, business operations, customer lists, pricing,  discounts or rebates, disclosed by Seller to Buyer, 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 use of performing this Agreement and may not be  disclosed or copied unless authorized in advance by Seller in writing.  Upon Seller’s request, Buyer shall promptly return all documents and  other materials received from Seller. Seller shall be entitled to  injunctive relief for any violation of this Section 18. This Section 18 does not apply to information that is: (a) in the public domain through  no fault of Buyer; (b) known to Buyer at the time of disclosure  without restriction as evidenced by its records; or (c) rightfully  obtained by Buyer on a non-confidential basis from a third party.

19. Force Majeure. Seller shall not be liable or responsible to  Buyer, nor be deemed to have defaulted or breached this Agreement,  for any failure or delay in fulfilling or performing any term of this  Agreement when and to the extent such failure or delay is caused by  or results from acts or circumstances beyond the reasonable control  of Seller including, without limitation, acts of God, flood, fire,  earthquake, explosion, governmental actions, war, invasion or  hostilities (whether war is declared or not), terrorist threats or acts,  riot, or other civil unrest, national emergency, revolution,  insurrection, epidemic, lock-outs, strikes or other labor disputes  (whether or not relating to either party’s workforce), or restraints or  delays affecting carriers or inability or delay in obtaining supplies of  adequate or suitable materials, materials or telecommunication  breakdown or power outage (each a “Force Majeure Event”),  provided that, if the event in question continues for a continuous  period in excess of thirty (30) days, Buyer shall be entitled to give  notice in writing to Seller to terminate this Agreement.

20. Assignment. Buyer shall not assign any of its rights or  delegate any of its obligations under this Agreement without the prior  written consent of Seller. Any purported assignment or delegation in  violation of this Section 20 is null and void. No assignment or  delegation relieves Buyer of any of its obligations under this  Agreement.

21. Relationship of the Parties. The relationship between the  parties is that of independent contractors. Nothing contained in this  Agreement 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.

22. No Third-Party Beneficiaries. This Agreement is 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.

23. Governing Law and Dispute Resolution. This Agreement,  and performance or breach hereunder, shall be governed by and  interpreted in accordance with the laws of the State of Delaware,  without regard to choice or conflicts of law rules. Any controversy  or claim arising out of or relating to this Agreement, or the breach  thereof, shall be settled by binding arbitration conducted in or around

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Pittsburgh, Pennsylvania in accordance with the rules of the  American Arbitration Association, and judgment upon the award  rendered may be entered in any court having jurisdiction. The  arbitrator may award costs and reasonable attorneys' fees to the  prevailing party. This Agreement shall not be governed by the  United Nations Convention on Contracts for the International Sale of  Products, the application of which is hereby expressly excluded..

24. 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 the Acknowledgement 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 Agreement, a Notice is effective only (a) upon  receipt of the receiving party, upon confirmation of delivery by  nationally recognized overnight courier or upon forty-eight (48)  hours after being sent by certified or registered mail (as applicable),  and (b) if the party giving the Notice has complied with the  requirements of this Section 24.

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

26. Survival. Provisions of these Terms which by their nature  should apply beyond their terms will remain in force after any  termination or expiration of this Order including, but not limited to,  the following provisions: Compliance with Laws, Confidentiality,  Governing Law, Dispute Resolution, Survival, and the restrictions on  Software in Sections 11(b), (c) and (d).

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