EKATO CORPORATIONTERMS AND CONDITIONS
1.

GENERAL
EKATO Corporation is the “Seller” for all transactions contemplated herein. Any person or entity purchasing or offering to purchasegoods from Seller is herein referred to as the “Purchaser”. The industrial agitators and related machines, accessories, and attachments,
including spare and replacement parts, sold by Seller are herein referred to as the “Products”.

2.

3.

4.

5.

6.

ACCEPTANCE
2.1

Seller’s issuance of an Order Confirmation to or acceptance of a Purchase Order from Purchaser is expressly made conditional upon
Purchaser’s assent that these Terms and Conditions of Sale and Delivery, along with the Order Confirmation or Purchaser Order, as
the case may be, constitute the sole and exclusive agreement (the “Contract”) between Seller and Purchaser. Such assent shall bedeemed given unless Purchaser notifies Seller in writing of its specific objection to any term or condition contained herein within ten(10) days following the issuance of an Order Confirmation or acceptance of a Purchase Order by Seller.

2.2

Seller’s acceptance of Purchaser’s order shall not constitute acceptance of printed provisions on Purchaser’s order form, or any otherform or document supplied by Purchaser, which are different from or additional to these terms and conditions unless specifically
accepted in writing by an authorized officer of Seller, and such different or additional terms or conditions are hereby expressly rejected
and are rendered null, void and of no effect. The terms and conditions of this Contract may not be modified, amended, waived,
superseded, or rescinded, except by a written agreement signed by an authorized officer of Seller.

MODIFICATION OF MATERIAL FURNISHED BY SELLER
3.1

All accompanying drawings, specifications, blueprints, measurements, and other material furnished to Purchaser by Seller hereunder are
subject to modification by Seller and are not binding in detail unless expressly so stated in writing by Seller.

3.2

All prices listed in any catalogues, folders, circulars, advertisements, price lists or other material furnished to Purchaser by Seller are
subject to modifications by Seller and are not binding unless so stated in a separate writing by Seller.

3.3

Seller reserves the right to correct clerical and typographical errors at any time.

3.4

Seller reserves the right to modify, improve, or discontinue Products, or to change specifications, at any time with notice.

PRICES
4.1

Price quotes for Products are subject to change at any time prior to Order Confirmation/Acceptance, upon written notice to Purchaser.

4.2

Unless otherwise agreed in writing by the parties, freight, insurance, any installation, or set-up costs incurred in respect of the
Products, governmental sales, use, goods and service taxes, and value added or similar taxes which may be assessed against
the Products are not included in the price quotation.

DELIVERY
5.1

Delivery of the products shall be made as set forth in the Order Confirmation or Purchase Order, as the case may be. The current version of
INCO terms shall apply, except as specifically modified hereby.

5.2

Any delivery dates which may be indicated herein or on any other document furnished by Seller to Purchaser are estimates only. They
shall not operate to bind Seller to ship or deliver the Products on the dates indicated. Seller reserves the right to make partial shipmentsof the Products and to submit r submit separate invoices to Purchaser for each such partial shipment. If Purchaser shall default in its
obligations in regard to any partial shipment, Seller may suspend any additional partial shipments unless and until Purchaser shall havecured default.

5.3

In the event that Seller fails to comply with designated delivery dates, makes partial shipments, or fails to perform its obligations inaccordance with any time limits herein set forth, SELLER SHALL NOT INCUR ANY LIABILITY WHATSOEVER FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING. BUT NOT LIMITED TO,
LOST PROFITS, PRODUCTION DELAYS OR LOSSES OR CLAIMS OF PURCHASER’S CUSTOMERS ARISING OUT OF
OR RELATING TO CHANGES IN DELIVERY DATES, PARTIAL SHIPMENTS OR UNTIMELY PERFORMANCE, OR ANYOTHER LOSS OR CLAIM WHICH MAY BE INCURRED BY PURCHASER).

TITLE/RISK OF LOSS
Title and risk of loss or damage to the Products sold hereunder, shall pass to Purchaser in accordance with INCO terms and as may be set
forth in the Order Confirmation or Purchase Order, as the case may be.

7.

GRANT OF SECURITY INTEREST
7.1

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Purchaser hereby grants Seller a security interest in any Products and in the proceeds thereof (including sale or insurance) until
the entire purchase price for the Products currently or previously sold to Purchaser is paid and until all costs, expenses or other charges
required to be paid by Purchaser to Seller have been paid in full. Purchaser agrees to furnish to Seller all information requested by Sellerin connection with the creation, perfection, preservation and enforcement of Seller’s security interest or charge in the Products, Purchaser

specifically agrees that Seller may file one or more financing statements or other documents necessary or appropriate in order to create,
perfect, preserve or enforce Seller’s security interest or charge in the Products pursuant to the Uniform Commercial Code, and hereby
grants to Seller a power of attorney to execute such statements or documents in Purchaser’s name.
7.2

8.

9.

Upon any default by Purchaser hereunder, Seller shall have all the rights, remedies and privileges accorded to Seller, as asecured party, under applicable sections of the Uniform Commercial Code and any applicable federal, state, or local laws, Seller’s
reasonable costs and expenses (including but not limited to, attorney’s fees and court costs) for pursuing, searching for, receiving,taking, keeping, storing, advertising, and selling the Products shall be chargeable to Purchaser. In addition, Purchaser shall remain
liable for any deficiency resulting from a sale of the Products to a third party and shall pay any such deficiency forthwith on demand.
The requirement of reasonable notice of sale shall be met if such notice is mailed and addressed to Purchaser at least ten (10) days prior
to date of sale.

PAYMENT
8.1

Purchaser shall pay to Seller the invoice price of the Products sold hereunder, in full and without any deduction or set-off ofany kind whatsoever, in accordance with the payment terms and in the currency specified on Seller Order Acknowledgment
or acceptance of Purchaser’s purchase order.

8.2

Checks and wire transfers shall be accepted in payment for Products purchased hereunder. The invoice price shall not be
deemed paid unless and until such instruments have been cleared by the bank on which they were drawn, and the funds are in
EKATO’s account. All bank charges in respect of said instruments shall be paid by Purchaser immediately following
notification to Purchaser of said charges.

8.3

If Seller, in its sole discretion, shall determine that the financial condition of Purchaser at any time jeopardizes Purchaser’s
ability to perform its obligations hereunder or under the Contract, Seller may require cash payments, immediate payment of the entirebalance, or additional security satisfactory to it, or all of the foregoing, before further performance by Seller. Purchaser’s failure totimely and fully pay any invoice in accordance with the terms shall operate cause to make all other outstanding invoices of Seller toPurchaser to be immediately due and payable and, at the discretion of Seller, shall be grounds for cancellation of any further
performance by Seller hereunder or under the Contract. The receipt by Seller of part payment shall not constitute a waiver of any
Seller’s rights set forth herein or provided by law, including, without limitation, the right to cancel. Interest will be charged daily on
past due accounts at a varying rate of two one percentage points per annum above the rate of interest, if any, specified in the terms of
payment on Seller’s Invoice.

LIMITATION OF WARRANTY
9.1

Seller warrants that the Products shall be free from defects in workmanship and materials under normal use and service for one(1) year from the date of installation of the Product on Purchaser’s equipment or for eighteen (18) months after the date of Seller’s
invoice, whichever is earlier (the “Warranty Period”). If any failure to conform to this warranty is reported to Seller, in writing, within
the Warranty Period, Seller, upon being satisfied of the existence of such nonconformity, will correct the same within a reasonable
period of time by, as Seller in its discretion shall elect, repairing or causing the repair of the Product by delivering a replacement Productto Purchaser or to the original ultimate purchaser. The warranty set forth in this section shall apply not only to the Products but also to
any authorized parts and accessories. This warranty does not cover damage or defects caused by or resulting from repairs, service, oralterations to the Products or any of their parts or accessories which have been performed by unauthorized service centers or repairmen,
or damage or defects caused by negligence, accident, abuse, misuse, improper or abnormal usage or maintenance of the Products, theirparts, or accessories. Ordinary wear and tear shall not be considered a defect in workmanship or materials.
EXCEPT FOR THE WARRANTY PROVIDED ABOVE, SELLER DISCLAIMS ANY AND ALL OTHER EXPRESSOR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOTINCUR ANY LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL
OR SPECIAL DAMAGES (INCLUDING CLAIMS OF LOSS OF PROFITS OR CUSTOMERS’ CLAIMS ARISINGOUT OF OR RELATING TO CHANGES IN DELIVERY DATES, PARTIAL SHIPMENTS OR UNTIMELYPERFORMANCE) WHICH MAY BE INCURRED BY PURCHASER OR TO THE ORIGINAL ULTIMATE
PURCHASER. SELLER DISCLAIMS ANY AND ALL LIABILITY, WHETHER DIRECTLY, INDIRECTLY OR BY
WAY OF INDEMNITY, FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, WHETHERBASED ON BREACH OF CONTRACT, TORT, STRICT OR OTHER PRODUCTS LIABILITY, OR ANY OTHERLEGAL THEORY.

The remedies described above are Purchaser’s sole remedies in the event of any breach of the warranty provided above.
9.2 In the event that Purchaser or its original ultimate purchaser discovers a defect in the Product, Purchaser shall immediately
notify Seller in writing of such defect. If Seller is not provided with said written notification, Seller shall not be liable for any
further damage which could have been avoided if Seller had been provided with immediate written notification.
9.3

Seller’s liability under the foregoing shall inure only to the benefit of Purchaser and its original ultimate purchaser and may not betransferred to any other person or legal entity. In the event that Purchaser or its original purchaser purports to transfer the foregoingwarranty to any other person or legal entity, Seller’s liability thereunder shall cease and be of no further force or effect.

9.4

No products shall be returned to Seller without Seller’s prior written consent. Products which Seller consents to have returned shallbe shipped by Purchaser or its original ultimate purchaser to Seller at Purchaser’s or its original ultimate purchaser’s risk and expense,
freight prepaid to Seller’s warehouse or such location as Seller may designate.

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9.5

In the event that Products are altered or repaired by Purchaser or its original ultimate purchaser without the prior written approval of
the Seller, all warranties hereunder shall be null, void and of no effect. In addition, Seller shall not be liable or accept invoices forrepairs to Purchaser sold by Seller which are not authorized in writing by Seller.

9.6

In extremely urgent situations, Purchaser or its original ultimate purchaser shall have the right to eliminate or cause to be eliminated aparticular defect in a Product at Seller’s expense, provided, however, that the labor, parts, and other costs incurred in connection
with the elimination of such defect shall be customary for similar services provided in the locality wherein the Product islocated.

9.7

The parties hereto expressly agree that the warranty set forth in this Article 9 shall be null and void with respect to Product defects
which are caused by: (i) improper installation of the Products; (ii) faulty or negligent operation of the Products; (iii) poor care or
maintenance of the Products; (iv) normal wear and tear or excessive use of the Products; (v) the use of accessory parts, equipment or
machinery which are not approved by Seller in connection with the use or operation of the Products; (vi) alterations, repairs or othermodifications made to the Products without the Seller’s prior written consent, except as otherwise provided in Paragraph 9.6 hereof: or(vii) failure to strictly conform to Seller’s specifications in collection with the installation, operation, use, maintenance or repair of the
Products.

9.8

The total liability of the supplier for this order is limited to an amount equal to the contract price. Under no circumstances whatsoever
shall either party be liable to the other for any consequential or indirect damages or financial loss such as deferment of profit, loss ofrevenue, property damages, loss of use, loss of production, or business interruption or for any financial or consequential or indirect loss
or damage, provided such liability does not arise out of tort or gross negligent action.

10. PATENTS
10.1 Seller shall defend any suit or proceeding brought against Purchaser if based on a claim that any of the Products constitute an
infringement of any patent of any person or entity in any country, if notified promptly in writing. Seller shall have exclusive
authority to evaluate, defend and/or settle such claim and Purchaser shall cooperate with Seller in evaluating, defending and/or
settling such.
10.2 In case the Products are, in such suit, held to constitute infringement and their use is enjoined, Seller shall, at its own expense andsolely at its option, either: (i) settle such claim, or (ii) defend such claim, or (iii) obtain for Purchaser the right to use such Product, or (iv)replace such Product with a non-infringing Product or modify such Product to eliminate infringement, or (v) remove such Product andrefund the purchase price and the transportation costs thereof, less a reasonable amount for depreciation. The foregoing sets forth Seller’s
entire liability for patent infringement with respect to the Products. Seller shall have no liability for patent infringement based on the use by
Purchaser of the Products as components of a larger machine or apparatus or any use of the Products which is not in accordance with
Seller’s specifications. Moreover, Seller shall have no liability whatsoever for patent infringement as to any Products made to thespecifications or design of Purchaser and Purchaser shall indemnify and hold Seller harmless from and against any and all costs, losses,
expenses, damages, claims, liabilities or fines, including but not limited to, attorneys’ fees and court costs resulting from or arising inconnection with patent infringement claims brought against Seller as a result of Purchaser’s use of the Products as components of a larger
machine or apparatus or any use of the Products not in accordance with Seller’s specifications or Products made to the specifications ordesign of purchaser.
11. INDEMNIFICATION/INSURANCE
11.1 Purchaser agrees to defend and indemnify Seller and hold Seller harmless from and against any and all costs, losses, expenses,
damages, claims, liabilities or fines, including, but not limited to, attorneys’ fees and court costs, resulting from or arising in connection
with any and all actual or alleged injuries to or deaths of persons and any and all damage to, or destruction of, property arising directly
or indirectly from or relating to the Products sold pursuant to this Contract except for such costs, losses, expenses, damages, claims,
liabilities or fines which are caused by or result from Seller’s willful misconduct or gross negligence.
11.2 Purchaser shall maintain comprehensive general liability insurance, including product liability insurance, property damage
insurance, public liability insurance, completed operations insurance and contractual liability insurance, which shall designate Seller
as an additional named insured, and have such coverage and limits and shall be issued by such company as Seller shall deem
reasonably adequate for its protection. In confirmation of such insurance coverage, Purchaser shall, within ten (10) days following
Seller’s request thereof, furnish to Seller certificates of insurance, issued by the applicable insurers, confirming the coverages, limits,and expiration dates of the respective policies of insurance. All such insurance policies shall provide that written notice ofcancellation, change or modification in the coverages, limits or expiration dates of such policies shall be given to Seller at least thirty(30) days prior to the effective date of such cancellation, change or modification.
12. CONFIDENTIALITY
Purchaser agrees that all specifications, drawings, data, and other technical information furnished by Seller to Purchaser constitute the propertyof Seller, are furnished solely for the purpose of Seller’s performance under the Contract and may not be copied or made accessible to third
parties without Seller’s prior written consent. Purchaser shall promptly return such specifications, drawings, data and other technical information
and all copies thereof to Seller upon Seller’s request. Such request may be made at any time prior to after delivery of the Products. The
obligations of Purchaser herein above set forth shall survive cancellation or completion of the Contract.
13. CANCELLATION
13.1 The Contract is not subject to cancellation by Purchaser, other than in accordance with the terms of Paragraph 14.2 hereof.

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13.2 In the event that Purchaser purports to cancel the Contract in contravention of the terms of Paragraph 13.1 hereof in respect of any
Products which have been ordered and/or sold hereunder, Seller, in addition to all other remedies available to it under applicable law, shallbe entitled to be reimbursed by Purchaser for all direct costs of labor, raw materials and parts purchased or contracted to be purchased andoverhead costs incurred by Seller in connection with the manufacture of said Products. Purchaser agrees that Seller’s calculation of thecosts of labor, raw materials and parts and overhead shall be accepted by the parties hereto. In addition, Seller shall have the right to complete
and sell to a third party any Products, including but not limited to, specially manufactured Products, the order for which has been purportedly
cancelled by Purchaser, without any further obligation or liability whatsoever to Purchaser.
14. FORCE MAJEURE
14.1 The term “Force Majeure” is hereby defined as any cause not within the reasonable control of the party affected. Events of Force
Majeure shall include, without limitation, acts of God, strikes, lockouts, work stoppages or other labor or industrial disturbances, wars,
blockades, quarantine restrictions, embargoes, insurrections, riots, epidemics, lightning, earthquakes, fires, storms, floods, civil
disturbances, explosions, partial or entire failure of production facilities, inability to obtain transportation, shortages of raw materials,
governmental laws, ordinances, rules and regulations and temporary failure of electric power.
14.2 The occurrence of Force Majeure shall not excuse either party from the performance of its obligations or duties under the Contract but
shall merely suspend such performance during the continuance of Force Majeure. The party prevented from performing its obligations
or duties because of Force Majeure shall promptly notify the other party hereto of the occurrence and particulars of such Force Majeureand shall provide the other party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of thetermination thereof. Upon termination of Force Majeure the performance of any suspended obligation or duty shall promptly
recommence. If, however, Force Majeure shall prevent performance of either party for a period in excess of six (6) consecutive months,
then so long as such Force Majeure shall continue, either party shall have the right to deliver notice of termination of the Contract tothe other party, and the Contract shall terminate automatically ninety (90) days thereafter. Neither party shall be liable to the other party
for any direct, indirect, consequential, incidental, or special damages arising out of or relating to the suspension or termination of anyof its obligations or duties under the Contract by reason of the occurrence of Force Majeure.
15. DELIVERY OF TRIAL PRODUCTS
In the event that Seller furnishes Purchaser with any Products on a trial basis, Purchaser shall return such Products to Seller, at Purchaser’ssole cost and expense, freight prepaid, unless otherwise agreed, not later than sixty (60) days following receipt of such Products by Purchaser,
unless Purchaser agrees to buy them, Purchaser shall bear all risk of loss or damage to such Products until such Products are returned toSeller’s warehouse or such other location as Seller has designated.
16. MISCELLANEOUS
16.1 The invalidity or unenforceability of any one or more of the terms and conditions of this Contract shall not affect the validity or
enforceability of the remaining provisions hereof, and such remaining provisions shall remain in full force and effect.
16.2 The failure or omission of either party hereto to insist, in any instance, upon strict performance by the other party of any term or
condition of this Contract or to exercise any of its rights hereunder shall not be deemed to be a modification of any term hereof
or a waiver or relinquishment of the future performance of any such term or condition by such party, nor shall such failure oromission constitute a waiver of the right of such party to insist upon future performance by the other party of any such term or
condition.
16.3 Any controversy of claim arising out of or relating to the terms and conditions of this Contract, or the breach thereof, shall be settled byarbitration in New York City, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Associationby three (3) arbitrators appointed in accordance with said rules.
16.4 This Contract shall be governed by, and construed in accordance with, the law of the State of New Jersey.
SELLER DISCLAIMS ANY AND ALL LIABILTY WHETHER DIRECTLY OR BY WAY OF INDEMNITY, FOR SPECIAL,INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT,STRICT OR PRODUCTS LIABILITY, INFRINGEMENTS OR PATENTS, TRADE SECRETS, TRADEMARKS,COPYRIGHTS OR OTHER PROPIERTARY RIGHTS, OR ANY OTHER LEGAL THEORY IN CONNECTION WITH THE
PURCHASE OR USE OF THE PRODUCTS.

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