PURCHASE ORDER TERMS AND CONDITIONSThis Purchase Order (“PO”) and any attachments provided or approved by Parallel Wireless are the soleagreement between Parallel Wireless, Inc., and/or its subsidiaries or affiliates ("Parallel Wireless") andthe seller or licensor of goods and/or services identified on the face of this PO ("Seller") regarding thegoods or services specified in this PO.
1. ACCEPTANCE OF TERMS. This PO is expressly conditioned on Seller's acceptance of all the terms andconditions set forth herein. Parallel Wireless expressly objects to any additions, deletions or differencesin the terms or conditions contained in Seller's quotation, proposal, acknowledgment, or otherdocument (“Seller’s Proposed Modifications”), whether or not Seller’s Proposed Modifications
materially alter this PO. Seller’s Proposed Modifications are hereby rejected and shall not form the basisof any agreement between the parties. This PO may be issued in addition to other duly executed Parallel
Wireless agreements with Seller, including any exhibits and schedules incorporated therein (collectively,“Agreement”) made with respect to the subject matter of this PO. In the event of an inconsistency orconflict between the provisions of any Agreement and this PO, the inconsistency or conflict shall beresolved by giving precedence in the following order: (a) the Agreement (if applicable); (b) the provisions
appearing on this PO; and (c) other provisions when attached and agreed to in writing by Parallel
Wireless.
2. PERFORMANCE. Time is of the essence in the performance of the subject matter of this PO. If Seller
does not confirm acceptance or notify Parallel Wireless of any proposed changes within five (5) days ofreceipt, all terms contained herein are deemed accepted. If the goods are not delivered or the services
not provided in the manner and at the times specified, Parallel Wireless reserves the right without
liability and in addition to its other rights and remedies to take either or both of the following actions:(a) direct expedited delivery of the goods or performance of services, with any difference in cost causedby such change paid by Seller, and/or (b) purchase substitute goods and/or services and charge Seller
with any loss or additional costs Parallel Wireless incurs. Seller shall promptly advise Parallel Wireless ofany delay in performance, including notice with regard to any goods placed under backorder. Seller’s
performance is not deemed completed until the goods or services have been accepted by Parallel
Wireless. All goods shipped under this PO shall be shipped CIP Parallel Wireless’s facilities (unlessotherwise noted in the commercial details section of the PO) and shall include all necessary
documentation. In the event that documentation is not completed properly or is not included in thedelivery, Seller shall be fully responsible for any and all costs associated with completing the required
documentation as well as any fees incurred by Parallel Wireless as a result of any delay.
3. PRICE. If during the term of this PO Parallel Wireless is able to purchase goods or services of thequality and in the quantities herein specified and upon like terms and conditions at a price lower thanthe price stated herein from a different seller, Seller shall, upon receipt of satisfactory written evidenceof the lower pricing, meet such lower price or permit Parallel Wireless to purchase the balance of theundelivered portion of the PO hereunder at such lower price, in which case Parallel Wireless shall haveno further obligation to purchase the balance of the PO. In the event that Seller implements priceincreases, Seller shall provide Parallel Wireless at least 30 days advanced written notice of, together
with written justification for, said price increase. Price increases implemented by Seller after Seller’s
acceptance of this PO shall have no effect on the subject matter of this PO.

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4. INSPECTION. All goods and services purchased hereunder shall be subject to inspection by Parallel
Wireless at all reasonable times and places notwithstanding the terms of payment, and in any event,prior to final acceptance. No inspection made prior to final acceptance shall relieve Seller fromresponsibility for failure to meet the requirements of this PO. In the event the goods or services do notmeet the applicable specifications and instructions, Seller will promptly re-perform the nonconforming
services or provide replacement goods satisfactory to Parallel Wireless at Seller's sole expense. If Seller
is unable to accomplish the foregoing promptly and to the satisfaction of Parallel Wireless, Parallel
Wireless may procure such goods or services from another source and charge to Seller’s account all
costs, expenses and damages associated therewith.
5. PAYMENT. Invoices shall contain the following information: PO number, part numbers, description ofservices, prices, and extended totals. Seller shall attach all supporting documentation, if any, to theapplicable invoice. To the extent applicable, all invoices shall include any tax amounts which shall belisted separately. Invoices submitted hereunder will be paid net sixty (60) days after receipt of a correct
invoice or acceptance of goods or services by Parallel Wireless, whichever occurs later (unless alternate
terms have been specifically agreed to by Parallel Wireless in writing). Any adjustments in Seller's
invoices due to late performance, rejections, or other failure to comply with the requirements of this PO
may be made by Parallel Wireless before payment. Payment shall not constitute acceptance.
6. CHANGES.
i.

ii.

By Parallel Wireless. Parallel Wireless may, by written notice to Seller, make changes to any one
or more of the following: (a) specifications for services or goods, (b) quantity, and (c) place
and/or time of performance (“Parallel Wireless Change”). For any reason, Parallel Wireless may
also direct Seller to suspend in whole or in part the provision of goods or the performance ofservices hereunder permanently or for such period of time as may be determined by Parallel
Wireless to be necessary or desirable. If any Parallel Wireless Change or suspension causes anincrease or decrease in the cost or time required for the performance of services or provision ofgoods hereunder, an adjustment may be made in the price or delivery schedule, or both, and
the PO shall be modified in accordance with Section 22. Any claim for adjustment by Seller shallbe deemed waived unless asserted in writing within ten (10) days from receipt by Seller of thenotice of Parallel Wireless Change.
By Seller. Seller shall not make changes to any of the following: (a) specifications for services orgoods in form, fit or function; (b) process change(s); and (c) place and time of performance. In
the event Seller is required to make a change other than as identified above, Seller must provide
at least ninety (90) days advanced written notice to Parallel Wireless and shall not implement
any such change without receiving prior written approval from Parallel Wireless.

7. WARRANTY. Seller expressly warrants that the goods or services provided under this PO shall be
performed in accordance with product specifications. Seller further warrants that the goods and services
will be merchantable, non-infringing of third-party intellectual property rights, free from defects, and fit
and sufficient for the purpose intended. Further, any services will be performed with the highest degreeof skill and judgment exercised by recognized professionals performing the same or similar services.
These warranties shall be in addition to all other warranties, express, implied, and statutory. Paymentfor, inspection of, or receipt of the goods or services shall not constitute a waiver of any breach of
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hazardous substance or a banned hazardous substance within the meaning of the United States Federal
Hazardous Substances Act. In the event of any breach of the foregoing warranties, Seller shall at its own
expense and at Parallel Wireless’s option either: (a) provide replacement goods satisfactory to Parallel
Wireless, (b) re-perform the nonconforming services to the satisfaction of Parallel Wireless, or (c) refund
to Parallel Wireless the total amount paid for such goods or services. Seller shall extend all warranties it
receives from its sellers or licensors to Parallel Wireless and to Parallel Wireless's customers.
i.

Epidemic Failure. Should goods shipped in any three (3) consecutive months to Parallel Wireless,or should all goods cumulatively received by Parallel Wireless, experience a failure rate of morethan three percent (3%) from the same defect or more than five percent (5%) from cumulative
defects, Seller shall prepare a plan for diagnosing and addressing the problem and will beresponsible for all costs incurred by Parallel Wireless and its customers in rectifying such failures
including, without limitation, for engineering charges, testing and field recovery costs, and all
associated damages and fees (including attorneys’ fees and costs).

8. CONFIDENTIAL INFORMATION. Parallel Wireless and Seller acknowledge that in their course ofdealings Seller may acquire from Parallel Wireless confidential and proprietary information about
Parallel Wireless, its business activities and operations, its employees, trade secrets, or any otherinformation which by its sense or nature should reasonably be considered confidential (the“Confidential Information”). The Confidential Information of Parallel Wireless shall only be disclosed toSeller’s employees, agents, or consultants with a need to know such information and who are under awritten obligation to keep the information confidential. Seller shall not disclose the Confidential
Information to any third parties. Seller shall use a reasonable degree of care, but no less than the degreeof care it uses with regard to its own confidential information, to prevent the disclosure of Parallel
Wireless Confidential Information.
9. TERMINATION FOR CONVENIENCE. Parallel Wireless may terminate this PO in whole or in part at any
time and without cause. Upon notice of termination, Seller shall inform Parallel Wireless of the extent towhich it has completed its performance under this PO as of the date of the notice and collect and deliverto Parallel Wireless any goods in accordance with the specified items and delivery dates of the PO,
which then exists. Parallel Wireless will pay Seller for goods or services accepted and performed throughthe effective date of termination; provided that Parallel Wireless will not be obligated to pay more thanthe payment that would have been due had Seller completed or provided the goods or services. Parallel
Wireless will have no further payment obligation in connection with any termination.
10. INDEMNIFICATION. Seller shall indemnify, defend, and hold Parallel Wireless, its officers, directors,
resellers, employees, agents and customers harmless from and against any and all losses, liabilities,
costs, claims, damages and expenses (including attorneys’ fees and costs) arising out of or related to thisPO including but not limited to the provision of goods or services under this PO or Seller’s breach of any
term or provision of this PO, including any claims that any such goods or services infringe any patent,
copyright, trademark, trade secret or any other proprietary right of any third party.
11. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENTWILL PARALLEL WIRELESS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PO EXCEEDTHE TOTAL AMOUNT PAID BY PARALLEL WIRELESS TO SELLER FOR THE APPLICABLE GOODS OR SERVICESPROVIDED UNDER THIS PO NOR SHALL PARALLEL WIRELESS OR ITS RELATED LEGAL ENTITIES BE LIABLE©Parallel Wireless 2023

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FOR ANY LOST REVENUES, LOST PROFITS, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, ORPUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
12. PATENTS AND DATA. All records, software, files, data, reports, information, work product, notes,plans, strategies, intellectual property, and other information provided by Parallel Wireless or preparedor developed by or for Parallel Wireless pursuant to this PO shall be the exclusive property of Parallel
Wireless. The services performed under this PO will be deemed to be a work made for hire and made in
the course of the services rendered. To the extent that exclusive title or ownership rights indevelopments may not originally vest in Parallel Wireless, seller hereby irrevocably assigns, and agrees
to assign to Parallel Wireless exclusively, without any further compensation, all present and future right,
title, and interest in and to the developments and related intellectual property rights, and thedevelopments and their related beneﬁts will immediately and automatically be the sole and absoluteproperty of Parallel Wireless. Supplier will execute and deliver to Parallel Wireless all documents
necessary to perfect, document or evidence Parallel Wireless’s right, title, and interest in and to eachdevelopment. Seller hereby irrevocably designates Parallel Wireless and its agents as Seller’s attorneysin-fact, to act for and on its behalf to execute and ﬁle such documents. Unless otherwise speciﬁed in thisPO, Seller will obtain and assign to Parallel Wireless a nonexclusive, royalty-free, worldwide, perpetual,irrevocable, transferable, sub-licensable license to use any third-party intellectual property rights
incorporated into, required to use, or delivered with the developments and any deliverables hereunder.
Seller will deliver copies of the above releases and licenses to Parallel Wireless upon Parallel Wireless’s
first request. All materials, equipment and other information supplied to Seller by Parallel Wireless shallremain the property of Parallel Wireless and shall be returned to Parallel Wireless when no longer
needed by Seller in the provision of services or goods and in any event upon the expiration or earlier
termination of this PO. External providers are expected to provide Parallel Wireless with information on
new products, new services, enhancement changes in policies & procedures affecting Parallel Wireless.
External providers are also expected to meet capability, capacity, IT security controls as required. If
there is any issue regarding quality, security, delivery, compliance to legal & contract requirements, it
shall be reported to Parallel Wireless purchasing department.
13. RELATIONSHIP OF THE PARTIES. Seller is an independent contractor, and nothing contained in thisPO shall be deemed or construed to create a partnership, joint venture, agency, or any form ofrelationship other than that of seller (or licensor, as the case may be) and customer. Seller shall be solely
responsible for payment of all compensation owed to its employees as well as employment related taxes
including but not limited to pension and social security payments. Any agreements or commitments
entered into by Seller shall not be binding on Parallel Wireless, and Parallel Wireless assumes no liability
with respect to any agreements or commitments entered into by Seller with its employees, agents,
sellers and the like.
14. SUBCONTRACTS AND ASSIGNMENTS. Seller agrees to obtain Parallel Wireless's approval beforesubcontracting the subject matter of this PO or any portion thereof. This PO shall not be assigned ordelegated by Seller without the prior written consent of Parallel Wireless.
15. COMPLIANCE WITH LAWS. Seller shall comply with the applicable provisions of all federal, state or
local laws or ordinances and all orders, rules and regulations issued thereunder, of the United States ofAmerica, State of New Hampshire, and the jurisdiction where the goods are delivered, or the services
performed.

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16. INSURANCE. Seller shall secure and maintain insurance providing sufficient coverage to comply withits obligations and duty to indemnify Parallel Wireless as required under this PO. Within five (5) days ofreceipt of a request from Parallel Wireless, Seller agrees to provide Parallel Wireless with a certificate of
insurance evidencing Seller’s insurance coverages which names Parallel Wireless as additionally insured.
17. NON-WAIVER OF RIGHTS. The failure of Parallel Wireless to insist upon strict performance of any of
the terms and conditions in this PO or to exercise any rights or remedies hereunder shall not be
construed as a waiver of its rights to assert any of the same or any other terms and conditions under thisPO.
18. REMEDIES. Any rights and remedies specified under this PO shall be cumulative, non-exclusive, andin addition to any other rights and remedies available at law or in equity.
19. SEVERABILITY. If any term contained in this PO is held or finally determined to be invalid, illegal, orunenforceable in any respect, in whole or in part, such term shall be severed from this PO, and theremaining terms contained herein shall continue in full force and effect.
20. INTERPRETATION. The captions and headings used in this PO are solely for the convenience of theparties and shall not be used in the interpretation of the text of this PO. Each party has read and agreed
to the specific language of this PO; no conflict, ambiguity, or doubtful interpretation shall be construed
against the drafter.
21. GOVERNING LAW. This PO shall be governed by and construed in accordance with the laws of theState of New Hampshire without regard to its conflict of law provisions.
22. ENTIRE AGREEMENT. This PO, including all documents incorporated herein by reference, constitutes
the entire agreement and understanding between the parties and shall supersede and replace any andall prior or contemporaneous representations, agreements, or understandings of any kind, whether
written or oral, relating to the subject matter hereof. Except as specified in Section 1 or 5 above, nochange, modification or revision of this PO shall be valid unless agreed to in writing by Parallel Wireless.
23. SURVIVAL. Both parties agree that any term or condition of this PO which by its sense or nature
should be deemed to survive the expiration or termination of this PO shall so survive.

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