Revised as of September 30, 2020

1.         ACCEPTANCE. These purchase order terms and conditions (“Agreement”) shall apply to each purchase order from Calspan Corporation, Calspan Holdings, LLC, 4455 Genesee Street, LLC, 4455 Genesee Properties, LLC, Calspan Air Services, LLC, 703 City Center Boulevard, LLC, Genesee Holdings, LLC, Ashford Properties, LLC or Calspan Development and Construction, LLC, Genesee Holdings III, LLC, as applicable. The applicable company that issued this purchase order shall be referred to herein as “Calspan”. Seller accepts the purchase order and agrees to be bound by this Agreement with respect to the services ("Services") and/or goods (“Goods”) described in the purchase order. Any of the following shall constitute an unqualified acceptance by Seller of this order: (i) acknowledgment of this order, (ii) furnishing of any products or services under this order, (iii) acceptance of any payment, or (iv) commencement of performance under this order. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller, which are inconsistent with the terms and conditions herein, are hereby rejected. No change in modification or revision of this order shall be valid unless in writing and signed by Calspan. This writing does not constitute a firm offer, and may be revoked at any time prior to acceptance. To the extent that this Agreement might be treated as an acceptance of Seller’s prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such assent. Calspan hereby reserves the right to reschedule any delivery or cancel any purchase order issued at any time prior to shipment of the Goods or prior to commencement of any Services. Calspan shall not be subject to anycharges or other fees as a result of such cancellation.

2.         DELIVERY. Time is of the essence. Delivery of Goods and Services shall be made pursuant to the

schedule, via the carrier, and to the place specified on the face of the applicable purchase order. Calspan reserves the right to return, shipping charges collect, all Goods received in advance of the delivery schedule. If no delivery schedule is specified, the order shall befilled promptly and delivery will be made by the most expeditious form of land transportation. If no method of shipment is specified in the purchase order, Seller shall use the least expensive carrier. In the event Seller fails to deliver the Goods or Services within the time specified, Calspan may, at its option, decline to accept performance and terminate the Agreement or may demand its allocablefair share of Seller’s available Goods and terminate the balance of the Agreement. Seller shall package all items in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening, and all boxes and packages must contain packing sheets listing contents. Calspan’s purchase order number must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading.

3.         CHANGES: Calspan may, at any time by written notice and without notice to sureties or assignees,

make changes within the general scope of this Agreement. Should any such change increase or decrease the cost or the time required for performance of this order, an equitable adjustment may be requested by Seller or Calspan in the price, delivery schedule or both. No request by Seller for such adjustment will be valid unless submitted to Calspan within thirty (30) days from date of such change. The request for adjustment should include charges for redundant material, work in process and any other costs involved. Calspan's engineering and technical personnel may from time to time render assistance to the Seller concerning the items or services to be furnished pursuant to this order. No change order will be binding unless issued in writing by Calspan's authorized procurement representative. Any request of action by Calspan’s Technical Staff that Seller considers to constitute a change to the scope of this order shall be identified in writing to Calspan’s authorized procurement representative within thirty (30) days of the alleged change. Nothing contained in this clause shall relieve Seller from proceeding without delay in the performance of this order as changed.

4.         IDENTIFICATION, RISK OF LOSS, & DESTRUCTION OF GOODS. Seller assumes all risk of loss

until receipt by Calspan. Title to Goods shall pass to Calspan upon receipt by it of the Goods at the designated destination. If the Goods ordered are destroyed prior to title passing to Calspan, Calspan may at its option cancel the Agreement or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of Goods is partial, Calspan shall have the right to require delivery of the Goods not destroyed.

5.         PAYMENT. As full consideration for the performance of the Services, delivery of the Goods and the assignment of rights to Calspan as provided herein, Calspan shall pay Seller (i) the amount agreed upon and specified in the applicable purchase order, or (ii)Seller’s quoted price on date of shipment (for Goods), or the date Services were started (for Services), whichever is lower. Applicable taxes and other charges

such as shipping costs, duties, customs, tariffs, imposts, and government imposed surcharges shall be stated separately on Seller's invoice. Payment is made when Calspan's check is mailed.

Payment shall not constitute acceptance. All personal property taxes assessable upon the Goods prior to receipt by Calspan of Goods conforming to the purchase order shall be borne by Seller. Seller shall invoice Calspan for all Goods delivered and all Services actually performed. Each invoice submitted by Seller must be provided to Calspan within ninety (90) days of completion of the Services or delivery of Goods and must reference the applicable purchase order, and Calspan reserves the right to return all incorrect invoices. Calspan will receive a 2% discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of the Services or delivery of the Goods. Unless otherwise specified on the face of a purchase order, Calspan shall pay the invoiced amount within thirty (30) days after receipt of a correct invoice. Seller will receive no royalty or other remuneration on the production or distribution of any products developed by Calspan or Seller in connection with or based on the Goods or Services provided.


6.          WARRANTIES.

Services: Seller represents and warrants that all Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good, and sound professional procedures. Further, Seller represents and warrants that the Services shall be completed in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in this Agreement. Seller represents and warrants that the performance of Services under this Agreement will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Seller is bound.

Goods: Seller warrants that all Goods provided will be new and will not be used or refurbished – unless expressly ordered as such by Calspan. Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications for a period of fifteen (15) months from the date of delivery to Calspan or for the period provided in Seller’s standard warranty covering the Goods, whichever is longer. Seller hereby agrees that it will make spare parts available to Calspan for a period of five (5) years from the date of shipment at Sellers then current price, less applicable discounts. Additionally, Goods purchased shall be subject to all written and oral express warranties made by Seller’s agents, and to all warranties provided for by the New York State Commercial Code. All warranties shall be construed as conditions as well as warranties and shall not be exclusive.

Seller shall furnish to Calspan Seller’s standard warranty and service guaranty applicable to the Goods. All warranties and Service guaranties shall run both to Calspan and to its customers.

General: If Calspan identifies a warranty problem with the Goods during the warranty period, Calspan will promptly notify Seller of such problems and will return the Goods to Seller, at Seller’s expense. Within five (5) business days of receipt of the returned Goods, Seller shall, at Calspan’s option, either repair or replace such Goods, or credit Calspan’s account for the same. Replacement and repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer.


7.          INSPECTION. Calspan shall have a reasonable time after receipt of Goods or Service deliverables and before payment to inspect them for conformity hereto, and performance hereunder shall not be deemed accepted until Calspan has run an adequate test to determine whether the Goods and Services conform to the specifications hereof. Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods. If performance tendered does not wholly conform with the provisions hereof, Calspan shall have the right to reject such performance. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon Calspan’s delivery to the common carrier.


8.          INDEPENDENT CONTRACTOR. Seller is an independent contractor for all purposes, without express or implied authority to bind Calspan by contract or otherwise. Neither Seller nor its employees, agents or subcontractors ("Seller’s Agents") are agents or employees of Calspan, and therefore are not entitled to any employee benefits of Calspan, including but not limited to, any type of insurance. Seller shall be responsible for all costs and expenses incident to performing its obligations under this Agreement and shall provide Seller's own supplies and equipment.


9.          SELLER RESPONSIBLE FOR TAXES AND RECORDS. Seller shall be solely responsible for filing the appropriate federal, state and local tax forms, including, without limitation, a Schedule C or a Form 1020, and paying all such taxes or fees, including estimated taxes and employment taxes, due with respect to Seller's receipt of payment under this Agreement. Seller further agrees to provide Calspan with reasonable assistance in the event of a government audit. Calspan shall have no responsibility to pay or withhold from any payment to Seller under this Agreement, any federal, state, or local taxes or fees. Calspan will regularly report amounts paid to Seller by filing Form 1099-MISC with the Internal Revenue Service.


10.     INSURANCE. Seller shall be solely responsible to obtain and maintain, and shall require Seller’s Agents to obtain and maintain, the following insurance for a period of one (1) year after Calspan has accepted the Goods and/or Services: (i) commercial generalliability insurance, including without limitation coverage for Premises and Operations, Products and Completed Operations, Contractual Liability, Personal Injury Liability, Advertising Injury Liability, Broad Form Property Damage, Independent Contractors, Explosion and Collapse Hazard and Underground Property damage, maintained on an occurrence basis, with limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate, (ii) comprehensive automobile liability insurance, including owned, non-owned, leased and hired automobiles, maintained on an occurrence basis, with limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate, (iii) All-risk casualty insurance, written at replacement value and with replacement cost endorsement, covering all of Seller's personal property that will be used in the provision of the Goods and/or Services, insuring Calspan and Seller as their interests may appear, and to an extent sufficient to avoid application of any co-insurance penalties, and (iv) Workers' Compensation and Employers' Liability and Disability Benefits Law insurance with limits as required by

statute and/or regulations. Further, Seller shall be solely responsible for maintaining and requiring Seller’s Agents to maintain such other insurances (e.g., health, unemployment compensation, disability, etc.) as is required by law or as is the common practice in Seller's and Seller's Agents' trades or businesses, whichever affords greater coverage. Further, Seller shall provide adequate coverage for any Calspan property under the care, custody or, control of Seller or Seller's Agents. Stated limits of insurance shall not be deemed as maximum liability of Seller. The company or companies issuing any insurance that Seller is required to obtain and maintain pursuant to this Section, and the form of such insurance, shall at all times be subject to the approval of Calspan, and any such company or companies shall be an insurance company rated Grade A-10 or better in Best's Insurance Report licensed to do business in the State of New York and in any other jurisdiction in which Services are performed. All policies and certificates evidencing such insurance shall name the following as Additional Insured: Calspan, its affiliates, and their respective officers, directors, customers, agents and employees, and such other person(s) or entities designated by Calspan as having an insurable interest. Coverages shall be primary and non-contributory. Each insurance policy required hereunder shall waive any right of subrogation against each Additional Insured. Seller shall provide at least thirty (30) days’ prior written notification to Calspan upon receipt of any cancellation or material change to such policies. Within ten (10) days after the date of this Agreement, Seller shall furnish to Calspan certificates for all such insurance required to be obtained and maintained by Seller and, within thirty (30) days prior to the expiration of any such insurance or upon reasonable written notice from Calspan to Seller, Seller shall furnish to Calspan certificates evidencing the renewal or existing proof of such insurance.


11.     INDEMNITY. Seller shall indemnify, hold harmless, and defend Calspan, its affiliates, and their respective officers, directors, customers, agents and employees (collectively, “Indemnitees”), against all claims, liabilities, damages, losses, and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement, including, without limitation, (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs, (ii) Seller failing to satisfy the Internal RevenueService’s guidelines for an independent contractor, (iii) any claim based on

the acts or omissions of Seller or any Seller’s Agents, and (iv) any claim by a third party against an Indemnitee alleging that the Goods or Services, the results of such Services, or any other products or processes provided under this Agreement, infringe a patent, copyright, trademark, trade secret, or other proprietary right of a third party, whether such are provided alone or in combination with other products, software, or processes. Seller shall not settle any such suit or claim without Calspan's prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by Calspan or the Indemnitees in enforcing this indemnity, including attorneys' fees. Should Calspan’s use, or use by its distributors, subcontractors, or customers, of any Goods or Services purchased from Seller be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at its sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for Calspan, its distributors, subcontractors, or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.


12.     CONFIDENTIALITY. Seller acknowledges that it may acquire knowledge of Calspan Confidential Information (as definedbelow) in connection with its performance hereunder and agrees to keep such Calspan Confidential Information in confidenceduring and following termination or expiration of this Agreement. " Calspan Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein), and other material or information considered proprietary by Calspan relating to the current or anticipated business or affairs of Calspan which is disclosed directly or indirectly to Seller. In addition, Calspan Confidential Information means any third party's proprietary or confidential information disclosed to Seller in the course of providing Services or Goods to Calspan. Calspan Confidential Information does not include any information (i) which Seller lawfully knew without restriction on disclosure before Calspan disclosed it to Seller, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (iii) which Seller developed independently without use of the Calspan Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to Seller by a third party as a matter of right and without restriction on disclosure. In addition, Seller may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Seller provides prompt notice to Calspan of such requirement prior to disclosure. Seller agrees not to copy, alter, or directly or indirectly disclose any Calspan Confidential Information. Additionally, Seller agrees to limit its internal distribution of Calspan Confidential Information to Seller's Agents who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller's Agents of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Calspan Confidential Information. Seller further agrees not to use the Calspan Confidential Information except in the course of performing hereunder and will not use such Calspan Confidential Information for its own benefit or for the benefit of any third party. The mingling of the Calspan Confidential Information with information of Seller shallnot affect the confidential nature or ownership of the same as stated hereunder. Seller agrees not to design or manufacture any products which incorporate Calspan Confidential Information. All Calspan Confidential Information is and shall remain the property of Calspan. Upon Calspan 's written request or the termination of this Agreement, Seller shall return, transfer, or assign to Calspan allCalspan Confidential Information, including all Work Product, as defined herein, and all copies thereof.


13.     OWNERSHIP OF WORK PRODUCT. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information and materials made, conceived, or developed by Seller, alone or with others, which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to Calspan without having been designed, customized, or modified for Calspan do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of Calspan. Seller hereby agrees to irrevocably assign and transfer to Calspan and does hereby assign and transfer to Calspan all of its worldwide right, title,and interest in and to the Work Product including all associated intellectual property rights.  Calspan will have the sole right todetermine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Calspan deems appropriate. Seller agrees: (a) to disclose promptly in writing to Calspan all Work Product in its possession; (b) to assist Calspan in every reasonable way, at Calspan's expense, to secure, perfect, register, apply for, maintain, and defend for Calspan's benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in Calspan’s name as it deems appropriate; and (c) to otherwise treat all Work Product as Calspan Confidential Information as described above. These obligations to disclose, assist, execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by Calspan to Seller shall remain the sole property of Calspan. Seller will ensure that Seller's Agents appropriately waive any and all claims and assign to Calspan any and all rights or any interests in any Work Product or original works created in connection with this Agreement. Seller irrevocably agrees not to assert against Calspan or its direct or indirect customers, assignees, or licensees any claim of any intellectual property rights of Seller affecting the Work Product. Calspan will not have rights to any works conceived or reduced topractice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities, or trade secret or Calspan Confidential Information, unless (i) such works relate to Calspan's business, or Calspan's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for Calspan.


14.     NONINTERFERENCE WITH BUSINESS. During and for a period of two (2) years immediately after the termination orexpiration of this Agreement, Seller agrees not to unlawfully interfere with the business of Calspan in any manner, and further agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual, or other relationship with Calspan.


15.     TERMINATION. Calspan may terminate this Agreement upon written notice to Seller if Seller fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, Calspan shall pay Seller for the portion of the Services satisfactorily performed and those conforming Goods delivered to Calspan through the date of termination, less appropriate offsets, including any additional costs to be incurred by Calspan in completing the Services. Calspan may terminate this Agreement for any other reason upon thirty (30) days' written notice to Seller. Seller shall cease to perform Services and/or provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, Calspan shall be liable to Seller only for those Services satisfactorily performed and those conforming Goods delivered to Calspan through the date of termination, less appropriate offsets. Seller may terminate this Agreement upon written notice to Calspan if Calspan fails to pay Seller within sixty (60) days after Seller notifies Calspan in writing that payment is past due. Upon the expiration or termination of this Agreement for any reason: (a) each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration; and (b) Seller will promptly notify Calspan of all Calspan Confidential Information or any Work Product in Seller’s possession and, at the expense of Seller and in accordance with Calspan’s instructions, will promptly deliver to Calspan all such Calspan Confidential Information and/or Work Product.


16.     REMEDIES. If Seller breaches this Agreement, Calspan shall have all remedies available by law and at equity. For the purchase of Goods, Seller’s sole remedy in the event of breach of this Agreement by Calspan shall be the right to recover damagesin the amount equal to the difference between market price at the time of breach and the purchase price specified in the Agreement. No alternate method of measuring damages shall apply to this transaction. Seller shall have no right to resell Goods for Calspan’s account in the event of wrongful rejection, revocation of acceptance, failure to make payment or repudiation by Calspan and anyresale so made shall be for the account of Seller.


17.     FORCE MAJEURE. Calspan shall not be liable for any failure to perform including failure to (i) accept performance of Services or, (ii) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, pandemic, epidemic, fire, flood, acts of war, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment, or transportation. In the event Calspan is so excused, either party may terminate the Agreement and Calspan shall at its expense and risk, return any Goods received to the place of shipment.


18.     EXAMINATION OF RECORDS. Seller's books and records pertaining to the work under this Purchase Order shall at allreasonable times be subject to inspection and audit by Calspan.


19.     SEVERABILITY. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality,and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.




21.     ASSIGNMENT; WAIVER. Seller may not assign this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of Calspan. Any assignment or transfer without such written consent shall be null and void. Awaiver of any default hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition.


22.     SUBCONTRACTING. Seller shall not subcontract any portion of the Goods or the Services to a third party without prior written consent of Calspan. This limitation does not apply to the purchase of standard commercial supplies or raw materials.


23.     NONEXCLUSIVE AGREEMENT. This is not an exclusive agreement. Calspan is free to engage others to perform Services or provide Goods the same as or similar to Seller's. Seller is free to, and is encouraged to, advertise, offer, and provide Seller'sServices and/or Goods to others; provided however, that Seller does not breach this Agreement.


24.     NOTICES. Except for Purchase Orders which may be sent by local mail, facsimile transmission, or electronically transmitted,all notices, and other communications hereunder shall be in writing, and shall be addressed to Seller or to an authorized Calspanrepresentative, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by firstclass or certified mail.


25.     SURVIVAL OF OBLIGATIONS. Any obligations and duties which by their nature extend beyond the expiration or termination ofthis Agreement shall survive the expiration or termination of this Agreement.


26.     GOVERNING LAW. This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of New York, excluding its conflict of law rules. Jurisdiction and venue over all controversies arising out of, or relating to, this Agreement shall be in Erie County, New York. The applicability of the UN Convention on Contracts for the International Sale of Goods is hereby expressly waived by the parties and it shall not apply to the terms and conditions of this Agreement.


27.     ENTIRE AGREEMENT; MODIFICATION. This Agreement is the complete, final, and exclusive statement of the terms of theagreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof. This Agreement may not be varied, modified, altered, or amended except (i) by a writing signed by both Calspan and Seller or (ii) by a purchase order or change order issued by Calspan and signed by Seller. Any other terms or conditions provided by Seller, including without limitation pre- printed terms, are hereby expressly rejected by Calspan, and Calspan shall not be bound thereby.


28.     COMPLIANCE WITH LAWS. Seller shall comply fully with all applicable federal, state, and local laws in the performance of this Agreement including, but not limited to, all applicable employment (including affirmative action, nondiscrimination and equal opportunity), tax, export control, and environmental laws. Without limiting the generality of the foregoing, if Seller is subject to DFARS clause 252.204-7012, then Seller represents and warrants that Seller is in compliance with all NIST SP 800-171 security requirements. If Goods include hazardous materials, Seller represents and warrants that Seller understands the nature of any hazards associated with the manufacture, handling, and transportation of such hazardous materials. Upon Calspan’s request, Seller will promptly provide Calspan with a statement of origin for all Goods and United States Customs documentation for Goods wholly or partially manufactured outside of the United States.


29.      INJUNCTIVE RELIEF. Seller acknowledges and agrees that the obligations and promises of Seller under this Agreement are of a unique, intellectual nature giving them particular value. Seller's breach of any of the promises contained in this Agreement will result in irreparable and continuing damage to Calspan for which there will be no adequate remedy at law and, in the event of suchbreach, Calspan will be entitled to seek injunctive relief, or a decree of specific performance.