Confirmation of Purchase Order/Terms and Conditions of Sale 1. ACCEPTANCE OF ORDER: Natel Engineering Co., Inc. or it s Powercube division ( Natel or

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1 1. ACCEPTANCE OF ORDER: Natel Engineering Co., Inc. or it s Powercube division ( Natel or we ) acknowledges receipt of your ( Buyer s ) purchase order ( Order ) for the goods and/or services listed on the face of the Order. We accept your Order, subject to Natel s General Terms and Conditions of Sale. If you do not object to the following terms and conditions within 30 days, Natel will presume you have accepted all of these terms and conditions. Any objection must (1) be in writing, (2) list specifically each term or condition with which you disagree, (3) indicate why you disagree with the term or condition. Natel will not accept your standard agreement, contract, or your boilerplate terms or conditions as a valid objection unless your objection to Natel s Terms and Conditions has been clearly indicated as required above. Additional or differing terms or conditions proposed by Buyer or included in Buyer s Order are objected to by Natel and have no effect unless expressly accepted in writing by an officer of Natel. 2. ENTIRE AGREEMENT: The Order, along with these terms and conditions and any documents incorporated by reference on the face hereof (but expressly not including any of the terms and conditions of Buyer s purchase order or any similar document issued by Buyer), constitutes the entire agreement between Buyer and Natel ( Agreement ) with regard to the goods or services listed on the face hereof, and expressly supersedes and replaces any prior or contemporaneous agreements, written or oral, relating to such goods or services. 3. PRICES: The prices for the goods covered hereby shall be those shown in the Order; provided, however, that if such prices are based on the purchase of a particular quantity of goods and Buyer fails to purchase such quantity, Natel shall have the right (in addition to any other rights and remedies Natel may have) to collect from Buyer the difference between the price paid by Buyer for the goods purchased and Natel s standard price for such goods in the quantity purchased by Buyer. For the goods or products designed by Buyer, Buyer will be responsible for any and all increased costs and expenses as a result of or related to design changes or changes in the scope of assembly or test (including environmental testing and screening) of such goods. These costs include, but are not limited to, cost of obtaining, replacing and/or substituting components, or retesting of existing assemblies or assemblies in process. The increased cost may be for any reason, including but not limited to, replacement of discontinued or obsolete components, design changes to accommodate new components, timely availability of components or increased prices of components. Buyer will fully compensate Natel for all such expenses. Natel reserves a security interest in any goods sold to the extent of the invoiced amount of Buyer s obligation. If Buyer defaults under any obligation hereunder, it agrees to make available certain information so that Natel may collect any amounts owed by Buyer directly from third party interest. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement to evidence or perfect Natel s security interest in the goods. At Natel s request, Buyer will execute any instrument Natel shall desire to perfect its security interest. 4. DELIVERY: The delivery dates set forth in the Order are approximate only. Natel recognizes the desirability of making delivery promptly; however, Natel shall not be liable for, nor shall Natel be in breach of, its obligations to Buyer because of any delivery made within a reasonable time of the stated delivery date. Natel shall not be liable for any late delivery caused by failure of Buyer to provide any necessary information in a timely manner. As used herein, the term delivery means delivery F.O.B. (Free Carrier) at Natel s facilities or other Natel designated shipping point. Upon written request by Buyer, Natel will ship individual units of goods to the destination and via the carriers specified by Buyer, freight collect.

2 5. F.O.B. and RISK OF LOSS: All shipments will be F.O.B. Natel s facility or other Natel designated shipping point. Natel s liability for delivery shall cease upon Natel s delivery to the carrier at the F.O.B. point. Title and all risk of loss or damage to the goods shall pass to Buyer upon delivery to the carrier. 6. EXCUSABLE DELAY: Natel shall not be liable for any failure to deliver, or delay in the delivery of, any such goods or services due to any cause beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, labor disputes, governmental actions or inability to obtain materials, components, energy, manufacturing facilities, or transportation. In the event of any such delay, the date of delivery or performance hereunder shall be extended by a period equal to the time lost by reason of such delay. In the event Natel s production is curtailed for any of the above reasons, Natel may, as Natel deems reasonable, reduce quantities or delay shipment to Buyer or Natel may allocate its production among its various customers. Such allocation shall be made in a commercially fair and reasonable manner. Natel will provide Buyer with reasonable notice of any quantity reduction or delay in shipment. 7. ACCEPTANCE OF GOODS/SERVICES: Buyer may inspect, or provide for inspection at the point of receipt of shipment. Buyer shall inspect goods immediately. All claims for alleged defects in goods are waived unless Natel is notified of a claim within 30 days after receipt of goods. No claim shall be effective if made after the goods have been altered or used. Buyer s acceptance shall be conclusive. Natel shall be solely responsible for determining remedy to correct defects, shortages, or over shipments. No material shall be returned without Natel s express consent, a return authorization and return instructions. 8. INSPECTION AND TESTING: All goods may be inspected and tested by Buyer at all reasonable times and places. All inspection and tests shall be conducted in a manner so as not to unreasonably delay the work. If such inspection and testing is made on Natel s premises, Natel shall provide reasonable facilities and assistance for such inspection and tests. All inspection records related to the goods shall be available to Buyer during the performance of the Agreement, and such longer periods as may be mutually agreed. 9. PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES: Natel reserves the right to make changes to any of its products without further notice to improve reliability, function, or design. All material shall be produced in accordance with Natel s standard practices. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with usages of the trade and regular continued process improvement practices concerning: dimension, weight, packaging, composition, mechanical and electrical properties, normal variations in surface, internal conditions and quality, deviations from tolerances and variations consistent with practical testing and inspection methods and practices. 10. LIMITATION OF PRODUCT USAGE: Buyer recognizes that Natel may not know, or have reason to know, the intended usage of Natel s products in a particular application. The user is responsible for determining whether the product is a fit for a particular purpose and suitable for the user's method of application. Once Buyer approves product sample or first article or proto-type, Buyer accepts the responsibility for performance of the product in the application. Natel shall not replace or refund or credit the purchase cost of the product due to non-suitability of the product application. Natel will be responsible for supplying the product with essentially the same or similar performance and shall be responsible for product defects caused by workmanship errors only. Any warranty granted by Natel to Buyer shall be deemed void if any goods covered by such warranty are used for any purpose not permitted hereunder. QM-05 (Confirm PO) 2 10/28/09

3 In addition, Buyer shall indemnify Natel and hold Natel harmless from and against any and all claims, damages, lost costs, expenses and other liability of whatever nature that Natel suffers or incurs by reason of any such unintended use. Failure to agree to any adjustment shall be resolved in accordance with the NEGOTIATION, ARBITRATION AND ATTORNEYS FEES clause of Natel s terms and conditions. 11. VARIATION IN QUANTITY: When standard products have been customized for a specific Order, Natel may ship a quantity which is five percent (5%) more or less than the ordered quantity and Buyer will accept and pay for the quantity delivered at the unit price stated in the Order. 12. PAYMENT: All payments shall be made in U.S. dollars to Natel Engineering Co., Inc., 9340 Owensmouth Avenue, Chatsworth, California 91311, within 30 days from the date of the invoice. If all the goods or services ordered are not delivered or performed at one time, Buyer shall pay the unit prices applicable to the goods delivered or services performed. Each shipment shall be considered a separate and independent transaction. All shipments, deliveries and performance of work ordered shall at all times be subject to the credit approval by Natel. Natel may at any time decline to make any shipments or deliveries, or perform any work except upon receipt of payment or upon terms and conditions or security arrangements satisfactory to Natel. Unless otherwise stated in the Order, the following NRE (Non-Recurring Effort) Milestone payments shall apply: NRE Schedule: 33% of NRE at Contract award. 33% of NRE at Completion of PDR (Preliminary Design Review). 34% of NRE at Completion of POD (Proof of Design) or completion of task. Unless otherwise agreed to in writing, NRE charges are one-time service charges and do not constitute purchase of tooling or data. All tooling and data will remain the property of Natel. 13. CANCELLATION: If for any reason Buyer cancels the Order without prior written consent, Buyer will be liable to Natel for all of the products and services completed through the date of termination and all costs (including overhead, general and administrative expenses and profits) and non-cancelable commitments incurred through the date of Buyer s termination. If Buyer s Agreement with Natel requires us to order materials or supplies to accommodate a proposed (either written or verbal) delivery schedule or product quantities even though Buyer has not released specific delivery dates or product quantities, Buyer will be responsible for all costs we incur to purchase such materials or supplies. If requested, Natel will deliver to Buyer all completed and partially completed products and materials. 14. CHANGES: Except as otherwise provided in the Order, Buyer may not change this Order in any manner without written approval from Natel. Buyer may reschedule the agreed to ship dates provided: (1) Buyer sends Natel written notice of the request to reschedule; (2) the notice is received by Natel more than thirty (30) days prior to the anticipated completion or ship date; and (3) the rescheduled delivery date is within thirty (30) days after the original agreed to completion or shipment date. If the foregoing requirements are not met, Natel at its option may bill the agreed to milestone on the original date identified in the contract. Once a shipment date is rescheduled, the new shipment date is firm and cannot be rescheduled by Buyer without written approval from Natel. If for any reason the Buyer, by written notice, request changes within the general scope of this Order in any one or more of the following: (1) description of services; (2) drawings, designs, or specifications; (3) QM-05 (Confirm PO) 3 10/28/09

4 method of shipping or packing; (4) place of inspection, acceptance, or point of delivery; (5) time of performance; and (6) place of performance, and if any such change causes a change in the labor mix, or the time required for performance of any part of this Order, Natel shall make an equitable adjustment in the order price and/or delivery schedule. 15. TAXES: Unless otherwise stated in the Order, the prices do not include customs duties or any sales, use, excise, or other similar tax applicable to the sale of the goods or the performance of services, or, in lieu thereof, Buyer shall supply Natel with an appropriate tax exemption certificate. 16. NEGOTIATION, ARBITRATION AND ATTORNEYS FEES: In the event of any dispute, claim or disagreement arising from or relating to the Order, both parties will use our best efforts to settle the dispute, claim or disagreement. Senior management of both of our firms will consult and negotiate with each other in good faith and, recognizing mutual interests, attempt to reach a just and equitable solution satisfactory to both parties, within a period of 30 days from written notice by one of us to the other of the dispute, claim or disagreement and invoking this Paragraph. If Natel and Buyer do not reach a solution within that 30 day period, then, upon notice by either party to the other, the matter shall be finally settled by binding arbitration in Los Angeles, California in accordance with the rules of the Alternative Dispute Resolution Services and to the laws of the state of California. Buyer agrees to personal jurisdiction in California and venue for any arbitration or court action in Los Angeles, California. The prevailing party in the arbitration (or any other legal action between us) will be entitled to an award of that party s attorneys fees and costs of the arbitration (or other legal action) from the other party, including all expert witness and arbitrator fees and costs, as well as all costs of collecting any judgment entered based upon arbitration award or other action. 17. INTELLECTUAL PROPERTY: Any developments that Natel may originate conceive or create, as part of the work we perform for Buyer will be considered Natel intellectual property unless we specifically assign any particular development to Buyer. We will grant Buyer an irrevocable, perpetual, nonexclusive, global, fee-free license to use any of our intellectual property that is necessary for Buyer to sell the goods and/or services that we provide to Buyer under the Order. This use of this intellectual property is not transferable to any third party or assignee without the express written consent of Natel. 18. WARRANTY: Natel will repair, replace, or credit, at our option, items provided under this Order which are not free from defects in workmanship and material under normal use and service if such items are returned to Natel within thirteen (13) months after delivery. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND CONSTITUTES NATEL S ENTIRE OBLIGATION WITH REGARD TO DELIVERED GOODS. If Buyer claims that any products are nonconforming, Buyer shall (1) promptly notify Natel in writing of the basis for such nonconformity; (2) follow Natel s instructions for return of the products; and (3) at Natel s request, return the products to the Natel designated location. In the event customized products are being ordered, Buyer acknowledges that the functionality of products is contingent on Buyer s designs and, therefore, such warranty does not apply to the functionality of products fabricated under this Agreement. Natel warrants services will be performed using reasonable care and skill. This warranty does not cover products that are defective because of accident, abuse, misuse, negligence, modification, removal or alteration by Buyer or third party, failure caused by a product which Natel did not provide or for which Natel is not responsible, or use or storage in other than its specified operation environment. QM-05 (Confirm PO) 4 10/28/09

5 19. LIMITATION OF LIABILITY: IN NO EVENT SHALL NATEL BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM NATEL S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS ORDER, OR THE FURNISHING, PERFORMANCE, OR USE OF ANY GOODS SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF NATEL, OR OTHERWISE. In no event shall NATEL s liability under the Order exceed the purchase price of the goods or services ordered by Buyer actually involved in the occurrence giving rise to such liability. If for any reason Buyer makes a change in the scope that may affect the use and performance of Natel s product particularly those that are uniquely within the user's knowledge and control, Natel shall have no liability to replace or refund or credit the purchase cost of the product or for any direct or indirect, incidental, special or consequential damages in connection with the transactions contemplated hereby or arising from the use or inability to use the product, including without limitation, damages due to business interruption, lost profits or lost goodwill, claims of third parties, or injury to person or property, whether based upon breach of contract, negligence, strict liability, tort or other legal theory. 20. WAIVER: Any waiver by Natel of any default of Buyer hereunder shall not be deemed to be a continuing waiver of such default or a waiver of any other default or of any of the terms and conditions of the Agreement. 21. EXPORT CONTROL LAWS: The parties understand and agree that Buyer is subject to all applicable laws and regulations of the U.S. with respect to the export and use of the equipment and/or technology. Without limiting the generality of the foregoing, the parties shall obtain the prior written approval of the competent authorities of the U.S., before any equipment or technology may be resold, sublicensed, diverted, transferred, transshipped, reshipped, or re-exported to, or used in, any other country for any purpose. Buyer shall be fully responsible for the correctness of information provided by Buyer and any use of it to comply with applicable regulations. 22. SEVERABILITY: In the event any clause or provision of these terms and conditions is determined unenforceable, void, illegal or otherwise in conflict with any law of a Federal, State or local government having jurisdiction over these terms and conditions, the balance of these terms and conditions shall remain in full force and in effect unless the severed portion so changed the right and/or obligations of a party as to substantially defeat the overall purpose of these terms and conditions. QM-05 (Confirm PO) 5 10/28/09