GENERAL TERMS AND CONDITIONS OF SALE
1. DEFINITIONS. As used herein: “Seller” means the Teledyne Technologies Incorporated subsidiary or affiliate legal entity shown on
the Teledyne Offer and/or Order Acknowledgment. “Buyer” means the entity to which Seller’s Offer is made or the entity purchasing
Goods and/or Services from Seller. “Goods” means the software, software licenses, products, parts, materials, and/or equipment
specifically included in Seller’s Offer and/or Buyer’s Order and includes “Standard Product” that means fully designed and developed
products previously sold by Seller to customers and that require no changes, alterations, or additions from those Goods customarily
offered by Seller and described in Seller’s marketing literature. “Services” means services included in Seller’s Offer and/or Buyer’s
Order to be performed by Seller. “Offer” means any quotation, bid, or proposal for Goods and/or Services made by Seller to Buyer.
“Order” means a purchase order or similar purchase instrument issued by Buyer to Seller for the purchase of Goods and/or Services.
All references to “Seller’s terms and conditions” herein mean and include (i) the General Terms and Conditions of Sale set forth herein;and (ii) any other Terms and Conditions, to the extent referenced in Seller’s Offer and / or Order Acknowledgment. Seller and Buyer
are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.
2. OFFERS. Unless stated otherwise in writing by Seller, Seller’s Offer shall be valid for thirty (30) days from the date of such Offer.
Any extension to the validity period shall be at Seller’s sole discretion. Seller reserves the right to withdraw and/or revise the Offer at
any time during the validity unless it is accepted by Buyer in its entirety. The prices offered by Seller apply only to the specific detailsof the Offer.
3. ACCEPTANCE OF BUYER’S ORDER. Seller’s Offer and any Order issued by Buyer to Seller for Goods and/or Services, and any
amendments thereto, are strictly limited to Seller’s terms and conditions. Buyer’s issuance of an Order in response to Seller’s Offer
shall conclusively evidence Buyer's unconditional acceptance of Seller’s terms and conditions irrespective of any different terms andconditions included in Buyer’s Order and Seller hereby rejects and shall not be bound by any terms or conditions in Buyer’s Order orother written communications that differ from, add to, or modify Seller’s terms and conditions. Seller’s terms and conditions shallgovern and apply to Orders accepted by Seller whether they are attached to Seller’s Offer or referenced on Seller’s website. Seller’s
failure to object to any terms and conditions or any other provisions contained in any communication from Buyer do not waive anyof Seller’s terms and conditions specified herein.
4. SOFTWARE AND END USER LICENSE AGREEMENT (EULA). Goods may contain or be delivered with or as digital media containing
software proprietary to Seller or a third party. Goods may also be comprised of software delivered in digital media or other format
that is proprietary to Seller or a third party. All software is provided under license only, and not as a sale or other transfer of ownership.
Buyer undertakes to accept and be bound by any applicable End User License Agreement (EULA) or other license agreement imposed
by Seller or a third party for such software. In the case of software delivered as digital or other media, installation or download of
the Goods constitutes agreement by Buyer to the terms and conditions of Seller’s EULA. Seller has no obligation to continue to offer
any software product or license for purchase and has no obligation to develop or provide software updates unless specifically part of
Seller’s offer.
5. PRICES. All prices, invoices, and payments shall be in the currency specified in Seller’s Offer. A minimum purchase amount applies
to all Orders. Unless expressly stated otherwise in Seller’s Offer, all prices firm and fixed and are exclusive of special packing andpackaging, installation, commissioning, and training costs.
6. PAYMENT TERMS AND TITLE. Subject to Seller’s approval of Buyer’s credit, and as stated in Seller’s Offer, at Seller’s sole discretion,
payment terms for Orders will be either; full or partial payment in advance by wire transfer; by an irrevocable letter of credit
confirmed with Seller’s bank; or net thirty (30) days from date of Seller’s invoice. Regardless of method of payment, Buyer is
responsible for applicable banking fees or charges. Buyer shall pay interest on all late payments at a rate equal to the higher of (i)one and one-half percent (1.5%) per month or (ii) the highest rate permissible under applicable law, calculated daily and compoundedmonthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys'
fees. In addition to all other remedies available under Seller’s terms and conditions or at law, which Seller does not waive by theexercise of any rights hereunder, Seller shall be entitled to suspend the delivery of any Goods and/or performance of Services if Buyer
fails to pay any amounts when due hereunder and such failure continues for three (3) days following written notice thereof. Buyer
shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether
relating to Seller's breach, bankruptcy or otherwise. If Seller at any time determines, in its sole and absolute discretion, that Buyer is

Revision April 18, 2024

Page 1not financially sound or responsible or may be unable to pay in full and in a timely manner all amounts due to Seller, Seller shall havethe right to require immediate payment in full in cleared funds prior to continuing work or incurring any further cost. Buyer mustraise any dispute relating to an invoice within fifteen (15) calendar days of the date of invoice. If Buyer’s dispute is held to be valid,
Seller shall credit Buyer the disputed amount. Title to Goods shall pass to Buyer upon delivery, however Seller shall maintain an
enforceable interest in the Goods until receipt of payment in full to Seller.
7. TAXES. Unless expressly stated otherwise in Seller’s Offer, all prices are exclusive of all sales, use and excise taxes, and any othersimilar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shallbe responsible for all such taxes, duties, and charges; provided, however, that Buyer shall not be responsible for any taxes imposedon, or with respect to, Seller's income, revenues, gross receipts, personnel or real property, or other assets.
8. INSPECTION AND TESTS. All Goods manufactured by Seller are subject to Seller’s standard inspection and quality assurance
processes and, if applicable, acceptance testing at Seller’s facility. Any additional requirements mutually agreed by the Parties inwriting including, without limitation, Buyer's source inspection or additional testing required by Buyer, shall be at Buyer's soleexpense. If Buyer requires inspection by Buyer or Buyer’s representative at Seller’s place of manufacture, such inspection shall be
subject to Buyer’s prior written request and Seller’s prior written approval and shall not unreasonably interfere with Seller's
operations. If applicable, if Buyer fails to perform such inspection on the agreed date, Buyer’s request for inspection shall be deemed
to have been waived by Buyer.
9. PACKING AND PACKAGING. All Goods shall be packed and packaged in accordance with Seller’s standard commercial packing andpackaging methods. Any nonstandard or special packing or packaging requested by Buyer is subject to Seller’s written agreement andshall be at Buyer’s sole expense.
10. DELIVERY, SHIPPING TERMS, AND RISK OF LOSS. Unless agreed otherwise by Seller in writing, shipping terms shall be as expressly
stated in Seller’s Offer. If Seller’s Offer does not specify shipping terms, shipments shall be delivered FCA (Free Carrier Alongside) toSeller’s shipping dock in accordance with the version of Incoterms in effect as of the date of Seller’s Offer. Risk of loss to Goods shallpass in accordance with the applicable Incoterm. If Seller prepays shipping, insurance, or other related charges, Buyer agrees toreimburse Seller promptly for such charges. If the Buyer fails to arrange for collection of the Goods or any part thereof on thescheduled Order shipping date, or fails to provide instructions or documents required for shipment, Seller may, upon providing
written notice to Buyer, store or arrange for the storage of the Goods, and on the service of such notice (i) risk of loss of the Goods
shall pass to Buyer; (ii) delivery of the Goods shall be deemed to have taken place and any outstanding payment for the Goods will
become due; and (iii) Buyer shall pay Seller all costs and expenses arising from such failure including, but not limited to, storage andinsurance charges.
11. EXPORT AND ANTI-BRIBERY COMPLIANCE. All Goods, Services, and technical information provided by Seller to Buyer may besubject to (i) the export control laws and regulations of the United States of America including, without limitation, the International
Traffic in Arms Regulation (ITAR) and the Export Administration Regulations (EAR) and (ii) all export control laws and regulations of
the country of registration of the Seller, and may be subject to the export and/or import regulations in other countries. Buyer agrees
and hereby covenants that it will not, directly or indirectly, transfer, offer to sell, sell, export, re-export, distribute, allow the use ofor otherwise dispose of Goods or related technical information to or in any of the following: (A) any countries as may be designatedfrom time to time by (i) the U.S. Government; (ii) the Government of the country of registration of the Seller; and/or (iii) otherapplicable country governmental agencies as required unless otherwise authorized by the U.S. Government, the Government of thecountry of registration of the Seller, and/or other applicable country governmental agencies as required, and (B) any countries
restricted by Seller’s restricted country policy which includes Belarus, Burundi, Central African Republic, Cuba, the Democratic
Republic of the Congo, the Republic of Congo, Guinea-Bissau, Iran, North Korea, Russia, Rwanda, the Republic of South Sudan, theRepublic of Sudan, Somalia, Syria, Tanzania, Uganda, the following regions of Ukraine: Crimea, Donetsk, and Luhansk, Zambia,
Zimbabwe and any other countries that may be designated from time to time by the Seller. Buyer further agrees that it will not (i)sell, transfer, export or re-export Goods for use in activities that involve the development, production, use, or stockpiling of nuclear,chemical, biological weapons, or nuclear, chemical or biological missiles, nor (ii) use such Goods in any facilities that are engaged in
activities related to such weapons or their delivery systems. Buyer acknowledges that U.S. law prohibits the sale, transfer, export, reexport to, or participation in any export transaction involving Goods with individuals or companies listed in (i) the U.S. Departmentof Commerce’s Denied Persons List, Entity List, or Unverified List; (ii) the U.S. Department of Treasury’s Specially Designated Nationals

Revision April 18, 2024

Page 2and Blocked Persons Lists; or (iii) the U.S. Department of State’s Debarred Persons List. Buyer agrees to indemnify and hold Seller
harmless from any claims or liability arising from Buyer’s failure to comply with all such export control laws and regulations. The
Parties each agree to provide to the other in a timely manner such information and assistance as may reasonably be required inconnection with securing any required authorizations or licenses. The delivery schedules delineated in Seller’s Offer and/or Buyer’s
Order are calculated from the date of receipt of any required export license(s). Seller shall commence work only after receipt of avalid export license(s) from the appropriate U.S. and Government agencies of the country of registration of the Seller or otherapplicable governmental agencies; provided, however, Buyer may, at its sole risk, authorize Seller to commence work under Buyer’s
Order prior to receipt of an export license. In such case, Buyer agrees that it is fully liable to Seller for all costs incurred by Seller inthe performance of Buyer’s Order and shall reimburse Seller for such costs in the event any required export license or authorization
is denied or cancelled, or if any restrictions imposed by the issuing agency render continued performance of Buyer’s Order impossible
or impracticable. Any Order accepted by Seller which cannot be fulfilled due to law or regulations or Seller’s inability to obtain any
required export license(s), may be cancelled by Seller without any further Seller liabilities or obligations to Buyer. Buyer agrees that
it will not directly or indirectly, pay or offer to pay money or give anything of value to any foreign official in order to influence any
action or decision for the purpose of obtaining or retaining business or securing any competitive advantage. Buyer understands therequirements of the U.S. Foreign Corrupt Practices Act 1977 (“FCPA”), the UK Bribery Act 2010 and all other applicable laws related
to anti-bribery and corruption (collectively, the “Anti-Bribery Law”) and agrees to strictly comply therewith. Buyer further agrees
that it will maintain and enforce a policy that prohibits the bribery of foreign officials.
12. DELIVERY SCHEDULES AND FORCE MAJEURE. All dates for delivery of Goods and provision of Services are estimates only, andSeller may deliver earlier or later than said estimated dates at its option, and all dates require prompt receipt of all necessary Buyerfurnished information, instructions, materials, and equipment, if applicable, and Seller shall not be liable for non-adherence with suchdates. In addition, any delay or failure of Seller to perform its agreed obligations under Buyer’s Order and/or Seller’s
Acknowledgement shall also be excused if such delay or failure is the result of an unforeseeable event or occurrence beyond thereasonable control of Seller, and without its fault or negligence (a “Force Majeure Event”), including, but not limited to, acts of God,actions by any governmental authority, withdrawal or inability to obtain any necessary import or export licenses or other consents,
terrorism, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, cyber incident, supplier delays, labor
problems (including lockouts, strikes, and slowdowns), inability to obtain power, utilities, materials, labor, equipment, transportation,or court injunction.
13. CHANGES. Buyer may request changes within the general scope of Buyer’s Order by providing written notice to Seller; provided,
however, such changes shall not be effective unless and until Seller, at its sole discretion, consents to such changes in writing. If any
such changes cause an increase in the cost or time required for performance of any part of Buyer’s Order, an equitable adjustment
shall be made to the price and/or delivery schedule, and the Parties shall execute a written modification to Buyer’s Order to reflect
such changes and adjustments.
14. TERMINATION
14.1.
FOR CAUSE, INCLUDING DEFAULT: If Seller has reasonable grounds to suspect the Buyer has violated any applicable law or
regulation, then in Seller’s sole discretion it may, without any liability, terminate, cancel or suspend performance of the Order or any
other contract between the Buyer and the Seller immediately, or postpone delivery of all or any part of the Goods or Services or allor any part of any other Order placed by the Buyer with the Seller.
In addition, if a Party (the “Breaching Party”) is in breach of a material provision of Buyer’s Order, the other Party (the “Non-Breaching
Party”) shall submit a written cure notice to the Breaching Party advising of such breach. Except in the case of amounts due to Seller
from Buyer, which shall be paid immediately upon Buyer’s receipt of the notice, the Breaching Party shall have thirty (30) days fromreceipt of such notice to cure the breach. If the Breaching Party does not cure the breach within the thirty (30) day cure period, theNon-Breaching Party may terminate Buyer’s Order for default. Either Party may immediately terminate Buyer’s Order if the otherParty is adjudicated bankrupt, files a petition for bankruptcy, makes an assignment for the benefit of creditors, or if an action under
any law for the relief of debtors is taken.
14.2.
FOR SELLER’S CONVENIENCE: Seller, at its sole discretion, may terminate any Order on giving 90 (ninety) days written noticeto the Buyer, or with immediate effect in the event the Seller suffers any Force Majeure event, and Buyer shall remain liable forpayment of the Order price for all Goods delivered to Buyer prior to such termination and the actual cost incurred by Seller, plus

Revision April 18, 2024

Page 3

reasonable profit and recoveries, for partially completed Goods and associated work-in-process which, upon payment, shall be delivered to Buyer. The Seller shall have no further liability or obligation in the event of Seller termination for convenience.
14.3.
FOR BUYER’S CONVENIENCE: Seller, at its sole discretion and subject to written authorization, may allow Buyer to cancel all
or a portion of Buyer’s Order for Standard Products or Services. If so authorized, Buyer’s cancellation of any Order for Standard
Products is subject to Seller’s then current Order cancellation policy and restocking charges. All returned Standard Products must bein new and unused condition. For authorized cancellations of Orders for Services, Buyer shall pay Seller in full for all fully-burdened
direct and indirect costs incurred by Seller for Services performed, plus a reasonable profit thereon. Seller will notify Buyer of theamount owed, which amount shall be immediately due and payable to Seller. All Orders for non-standard products are non-cancellable and non-returnable and Buyer is liable for payment of the full Order price for same. Blanket orders, master supply agreements,and similar contractual agreements which are accepted and confirmed by Seller are non-cancellable and Buyer shall pay Seller thefull Order value for the balance of quantities not previously called off or delivered to Buyer. All such quantities shall be shipped andinvoiced no later than the last delivery date or expiration date specified in Buyer’s Order and agreed to by Seller.
14.4.
Seller may exercise any of the rights herein without any liability and without prejudice to any other right or remedy to which
Seller may be entitled by operation of law or otherwise, including without limitation the right to recover Seller’s costs with respect towork in progress and incidental costs. In addition, if any Force Majeure Event occurs Seller shall be entitled to retain any deposit orother amount paid by Buyer as of the date on which notice of such termination is provided, it being the express intent of Seller andBuyer that the Buyer shall bear the risk of loss of its deposit or other amounts paid to Seller prior to delivery as a result of any Force
Majeure Event.
15. WARRANTY
15.1. LIMITED WARRANTY FOR GOODS (INCLUDING SOFTWARE OTHER THAN WHEN SUPPLIED AS A STAND ALONE GOOD) ANDSERVICES. Seller warrants that all Goods delivered under Buyer’s Order shall be free from defects in material and workmanship andconform to Seller’s specifications for the period specified in Seller’s Offer, or as set forth in an appliable warranty section on the
Seller’s website, and in event of no period being specified then for a period of twelve (12) months from the date of original shipment.
This warranty does not apply to any Goods that, upon examination by Seller, or Seller’s authorized service provider, are found to havebeen (i) mishandled, misused, abused, or damaged by Buyer or any third party; (ii) altered from their original state; (iii) repaired by aparty other than Seller without Seller’s prior written approval; or (iv) improperly stored, installed, operated, or maintained in amanner inconsistent with Seller’s instructions. This warranty does not apply to defects attributed to (i) normal wear and tear or (ii)failure to comply with Seller’s safety warnings. Seller, at its sole option, shall either repair or replace defective Goods, or issue Buyera credit for the original price of the defective Goods, subject to depreciation if appropriate. Such repair, replacement, or credit shallbe Buyer’s sole remedy for defective Goods and Services. Under no circumstances is Seller liable for recall, retrieval, removal,
dismantling, re-installation, redeployment, or re-commissioning of any defective Goods or any costs associated therewith.
Consumables obtained from third parties shall bear the warranty of their manufacturer. The warranty period for repaired or replaced
Goods or re-performed Services shall be the greater of (i) ninety (90) days or (ii) the unexpired portion of the original warranty period.
Seller warrants that Services will be competently performed by persons reasonably skilled in their performance. Any claim for breachof this warranty must be made within ninety (90) days after completion of the specific Services for which breach is claimed. Seller
shall re-perform defective Services if timely claimed, and such re-performance by Seller shall be Buyer’s sole remedy for such breach.
15.2. LIMITED WARRANTY FOR SOFTWARE WHEN SUPPLIED AS STAND ALONE GOOD. Seller warrants for the period specified in
Seller’s Offer, or as set forth in an appliable warranty section on the Seller’s website, and in event of no period being specified thenfor a period of ninety (90) days from supply, all software when delivered as a stand alone good, shall conform to the functionality
outlined in Seller’s applicable software documentation. This warranty is valid provided the software is installed and used in strict
compliance with all instructions and guidelines given by Seller. If during the warranty period the software does not conform to theapplicable Seller software documentation, Seller, at its sole option, shall either repair or replace the defective software, or issue Buyera credit for the original price of the defective software, subject to deduction for usage if appropriate. Such repair, replacement or
credit shall be Buyer’s sole remedy for defective software. Seller warrants hardware compatibility with Seller’s software only when
the hardware is purchased from Seller. Seller does not warrant performance of the software where Seller’s software is required tointegrate or co-exist with software not supplied by Seller. Seller shall not warrant any software that is found to have been (i)mishandled, misused, abused, or damaged by Buyer or any third party; (ii) altered from their original state; (iii) repaired by a party

Revision April 18, 2024

Page 4other than Seller without Seller’s prior written approval; or (iv) improperly stored, installed, operated, or maintained in a mannerinconsistent with Seller’s instructions. Under no circumstances is Seller liable for recall, retrieval, removal, dismantling, re-installation,
redeployment, or re-commissioning of any defective software or any costs associated therewith. The warranty period for repaired or
replaced software shall be the greater of (i) thirty (30) days or (ii) the unexpired portion of the original warranty period.
15.3. THESE EXPRESS WARRANTIES IN SECTIONS 15.1. AND 15.2., INCLUDING THE REMEDIES SET FORTH HEREIN, ARE EXCLUSIVE AND
ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO AN EXCLUSION OF ANY
AND ALL WARRANTIES RELATING TO LATENT DEFECT. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEIS INTENDED OR GIVEN. IN THE CASE OF THIRD-PARTY SOFTWARE, SELLER MAKES NO WARRANTIES, EXPRESS, STATUTORY, OR
IMPLIED.
16. RETURN AUTHORIZATIONS (NOT APPLICABLE TO SOFTWARE). Buyer’s return of nonconforming or defective Goods to Seller issubject to Seller’s then current return authorization process and procedures. Buyer shall promptly notify Seller of any nonconformance or defects in Goods and provide Seller a reasonable opportunity to inspect such Goods. Goods shall not be returned
without Seller's prior authorization, as evidenced by a Return Material Authorization (RMA) number issued by Seller. By requesting a
RMA, Buyer unconditionally agrees that any Goods returned to Seller entitles Seller to act and interact with the Goods on the basisthat Seller has title in the Goods from the point of creation of the customs declaration and/or to interact with the Goods as is required
for appropriate tax management, including for the purposes of any tax reliefs available. This does not affect the point at which Seller
takes risk in the Goods in accordance with this section. Once a RMA number is obtained from Seller, Buyer shall return Goods
transportation and insurance prepaid in accordance with instructions issued by Seller. Failure to follow Seller’s return authorization
procedures may result in lost Goods, delays, additional service, restocking charges, warranty denial, or refusal of a return shipment.
The RMA number must appear on the shipping label and all paperwork associated with the return. Buyer shall identify the model orpart number, description, and serial number, if applicable, for each of the Goods returned along with an explanation of the nonconformance or defect. Issuance of a RMA number by Seller does not necessarily mean Seller agrees that returned Goods arenonconforming or defective or covered under warranty, or that Goods will be repaired or replaced at no cost to Buyer. Goods
determined by Seller to be nonconforming or defective and covered by Seller’s warranty shall be repaired or replaced at Seller’s
option and expense and shall be returned to Buyer at Seller’s expense. If any Goods returned by Buyer are found not to benonconforming or defective, as applicable, Buyer shall be so notified, and such Goods shall be returned to Buyer at Buyer’s expense.
For defective Goods not covered by this warranty, repair or replacement shall not be performed until and unless Buyer issues anOrder to Seller authorizing such repair or replacement at Seller’s then-current repair or replacement price. In addition, Seller may
charge Buyer for any testing or inspection costs. In no event shall Seller retain or store returned Goods for more than six (6) months
unless notified otherwise by Seller.
17. TOOLING. Unless agreed otherwise by Seller in writing, all tooling, fixtures, equipment, tools, software, and designs produced,
acquired, or used by Seller for the purposes of fulfilling Buyer‘s Order shall remain the property of Seller.
18. PRODUCTION DISCONTINUATION. Seller shall continue to offer Goods for sale provided such Goods (specific part number, model,
or product family) meet Seller’s business criteria established and maintained solely at Seller’s discretion. Any Goods that do not or
are not expected to meet Seller’s business criteria may be eliminated by Seller from its offerings (“Discontinued Goods”). In such
event, Seller, at its sole option, may accept last time buy Orders for Discontinued Goods. Seller’s acceptance of Orders for
Discontinued Goods shall be subject to Goods availability and on Seller’s delivery schedule. All Orders for Discontinued Goods shall
only be accepted on a non-cancellable, non-returnable basis. If, due to circumstances beyond Seller’s control, Seller is unable todeliver the full quantity of ordered Discontinued Goods, the balance of the undelivered quantity shall be cancelled, and Seller shallhave no further obligations to Buyer.
19. BUYER’S OBLIGATION OF ASSISTANCE (APPLICABLE TO SERVICES). To the extent Seller is required to perform Services for Buyer,
Buyer shall provide Seller all information reasonably necessary for Seller to perform Services, including any plans, plant layouts, wiring
instructions, operational information, previous studies, reports, or other information relative to the design, installation, and selectionof equipment. Buyer shall grant or arrange for Seller to have access, as Seller reasonably requires, to all sites where Seller shallperform Services. Buyer shall also provide safe storage of Seller’s equipment, materials, and tools during the performance of Services
at Buyer or Buyer’s customer’s worksite. Buyer agrees to cooperate as necessary to facilitate Seller’s performance of Services. Buyer
covenants that it has fully and accurately disclosed to Seller all general and local conditions that may affect Seller’s performance ofRevision April 18, 2024

Page 5

Services. Buyer acknowledges that Seller is entitled to rely on information furnished by Buyer in developing its specifications,equipment selection, price, and in performing Services.
20. PROPRIETARY RIGHTS. Seller shall retain all right, title, and interest in and to any data, information, software programs, tools,
specifications, templates, scripts, ideas, concepts, inventions, works of authorship, products, know-how, processes, techniques, andthe like used or developed by Seller, its employees, and its subcontractors in connection with Buyer’s Order. Buyer agrees that Seller
retains all proprietary rights in and to all products, specifications, designs, discoveries, inventions, patents, copyrights, trademarks,
trade secrets, and other proprietary rights relating to Goods or Services. Buyer shall not copy or reverse engineer, or cause or enable
any third party to copy or reverse engineer, any Goods. Unless otherwise identified in writing to Seller, no information or knowledge
heretofore or hereafter disclosed to Seller in the performance of, or in connection with, the terms hereof, shall be deemed to be
confidential or proprietary and any such information or knowledge shall be free from restrictions, other than a claim for patent
infringement, as part of the consideration hereof.
21. PATENT, COPYRIGHT, AND TRADEMARK INDEMNIFICATION. Seller shall hold harmless and indemnify Buyer against all third party
claims, judgments, costs, and fees, including attorney fees, relating to infringement of any patent, copyright, trademark, or design tothe extent that (i) the infringing Goods are manufactured, sold, or used, in whole or in part, pursuant to Seller’s specifications, designs,
drawings, or other technical data and (ii) provided that Buyer notifies Seller in writing of any such claim as soon as reasonably
practicable and allows Seller to control, and reasonably cooperates with Seller in, the defense of any such claim and related
settlement negotiations and has in no way acted to the prejudice of the Seller’s ability to control and defend such claims. To theextent that any Goods are held by a court of competent jurisdiction or are believed by Seller to infringe or otherwise violate a third
party’s proprietary rights, Seller may, at its option and expense, either (i) modify the affected Goods to be non-infringing; (ii) obtainfor Buyer a license to continue using such Goods on substantially the same terms set forth herein; or (iii) if neither of the foregoingalternatives are reasonably available to Seller, Seller may require Buyer to return the infringing Goods and all rights thereto, andrefund to Buyer the price paid to Seller by Buyer for the infringing Goods. Seller shall have no obligation under this provision to theextent any claim is based on (i) modifications of Goods or deliverables by a party other than Seller or Seller’s authorized
representative; (ii) the combination, operation, or use of Goods with equipment, devices, software, or data not supplied by Seller;(iii) the use or installation of Goods in an environment for which Goods were not intended; (iv) Buyer’s failure to use updated or
modified versions of Goods provided by Seller; or (v) the negligent acts or omissions or willful misconduct of Buyer, its employees,
representatives, or affiliates. This section, and the indemnification provided herein, does not apply to any Goods manufactured, sold,or used, in whole or in part, pursuant to Buyer’s specifications, designs, drawings, or other technical data. THE FOREGOING
CONSTITUTES THE ENTIRE LIABILITY OF SELLER AND BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS OFINFRINGEMENT OF ANY THIRDPARTY INTELLECTUAL PROPERTY RIGHTS.
22. CONFIDENTIALITY. Buyer shall keep confidential and not directly or indirectly disclose to any third party any Confidential
Information of Seller, as defined herein, without Seller’s prior written consent. “Confidential Information” includes, but is not limited
to, business, financial, statistical, and commercial information, pricing, technical data and information, formulae, analyses, trade
secrets, ideas, methods, processes, know how, computer programs, designs, data sheets, schematics, configurations, and drawings.
Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of
disclosure by Buyer; (ii) is or becomes available to Buyer on a non-confidential basis from a source other than Seller when such source
is not, to the best of Buyer’s knowledge, subject to any confidentiality obligation with Seller; or (iii) was independently developed byBuyer without reference to Seller’s Confidential Information, and Buyer can verify development of such information by written
documentation.
23. SAFETY WARNINGS. Buyer acknowledges that the Goods can cause death, personal injury or property damage when used, andif they are used, operated, maintained, stored or disposed of in any manner that is not in compliance with the applicable data sheet,specification, user manual, Seller documentation or applicable directive, law, regulation or control. Buyer is solely responsible fordetermining the fitness or suitability of a particular Good for any particular purpose or application and for ensuring that the Goods
are used, operated, maintained, stored and disposed of in full compliance with all applicable Seller instructions and guidance,
applicable directive, law regulation or control. Seller has no liability whatsoever for Buyer’s use, operation, maintenance, storage or
disposal of the Goods.

Revision April 18, 2024

Page 6

24. INDEMNIFICATION. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party, its
officers, directors, and employees (the “Indemnified Party”) from and against any and all liabilities, losses, expenses, liens, claims,
demands, and causes of action ("Claims") for death, personal injury, or property damage arising out of any negligent act or omissionof the Indemnifying Party in the performance of Buyer’s Order, except to the extent such Claims are contributed to by (i) the
negligence or willful misconduct of the Indemnified Party or (ii) the negligence or willful misconduct of any third parties. Buyer agrees
to indemnify, defend, and hold harmless Seller, its officers, directors, and employees for any and all Claims, including Claims asserted
by third parties, related to any Goods manufactured or Services performed in whole or in part to Buyer’s designs or attributed toequipment, information, or materials furnished by Buyer to Seller. The Indemnified Party agrees to (i) notify the Indemnifying Party
in writing of any Claims as soon as reasonably practicable; (ii) allow the Indemnifying Party to control the defense of any such Claimand related settlement negotiations; and (iii) reasonably cooperate with the Indemnifying Party in such defense.
25. LIMITATION OF LIABILITY. Notwithstanding any other provision herein, under no circumstances shall Seller be liable to Buyer or
any third party for any consequential, special, incidental, indirect, multiple, administrative, or punitive damages, or any damage of an
indirect or consequential nature arising out of or related to Seller’s performance under Buyer’s Order, including, without limitation,
loss of use, loss of revenues, loss of anticipated profits, and cost of capital, whether based upon breach of Buyer’s Order, contract,
warranty, negligence, statutory duty or any other type of claim, and whether grounded in tort, contract, civil law, or other theories
of liability, including strict liability, even if advised in advance of the possibility of such damages. Seller’s total liability to Buyer arisingfrom or related to Buyer’s Order, including, but not limited to, its liability for indemnity, defense, and hold harmless obligations, islimited to the lesser of (i) the amount paid by Buyer to Seller under Buyer’s Order, or (ii) $10,000,000 USD. To the extent that thislimitation of liability conflicts with any other section or provision herein, such provision shall be regarded as amended to whateverextent required to make such provision consistent with this section.
26. LAWFUL USE OF GOODS. Buyer warrants and represents that all Goods purchased by Buyer from Seller shall be used only for orin connection with lawful purposes and that such use shall strictly comply with all applicable laws and regulations, including the laws
and regulations of the jurisdictions in which the Goods are purchased, resold, integrated, or used.
27. ETHICS AND VALUES. Seller is committed to uncompromising ethical standards, strict adherence to laws and regulations, andcustomer satisfaction. Buyer is encouraged to communicate any concerns or questions regarding the ethics and values of Seller via
the Teledyne Technologies Incorporated Ethics Website at www.teledyne.ethicspoint.com.
28. ORDER OF PRECEDENCE. Any inconsistency between Seller’s terms and conditions, Buyer’s Order, or any other documents related
thereto, shall be resolved by giving precedence in the following order: (i) Seller’s Special Terms and Conditions (if applicable); (ii)Seller’s General Terms and Conditions of Sale; (iii) Seller’s specifications (if applicable); (iv) statement of work or scope of Services (ifapplicable); (v) Seller’s written acknowledgement of Buyer’s Order; (vi) Seller’s Offer; and (vii) form of Buyer’s Order. The controllingversion of these terms and conditions is in the English language. In the event of any discrepancies between the English version andany translated versions of these terms and conditions into other languages, the English version shall prevail.
29. GOVERNING LAW. The performance of the Parties, and any judicial or arbitration proceedings, shall be construed and governedin accordance with the laws of the country, or if the US, the state, or if Canada, the province, in the jurisdiction of incorporation orformation of the Seller. Neither (i) the United Nations Convention on Contracts for the International Sale of Goods; (ii) the 1974
Convention on the Limitation Period in Contracts for the International Sale of Goods (hereinafter referred to as the "1974
Convention"); nor (iii) the Protocol Amending the 1974 Convention held at Vienna, Austria, on April 11, 1980, apply in any manner tothe interpretation or enforcement of Seller’s Offer, or Buyer’s Order.
30. DISPUTES AND ARBITRATION. The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to
Buyer’s Order, including their interpretation, performance, or termination. If the Parties are unable to resolve such dispute, either
Party may refer the dispute to arbitration. The arbitration shall be conducted in the language of the Seller’s Offer and in accordancewith the Rules of Arbitration of the International Chamber of Commerce, which shall administer the arbitration and act as appointing
authority. The arbitration, including the rendering of the decision and/or award, shall take place in the capital city of the country, or
if the US, the state, or if Canada, the province, in the jurisdiction of incorporation or formation of the Seller , and shall be the exclusive
forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes
between the Parties. Examination of witnesses by the Parties and by the arbitrator shall be permitted. A written transcript of the

Revision April 18, 2024

Page 7

hearing shall be made and furnished to the Parties. The cost of this transcript shall be borne equally by the Parties. The award or
decision of the arbitrator shall state the reasons upon which the award or decision is based and shall be final and binding upon theParties. The prevailing Party shall be entitled to compensation for the expense of the arbitration, including, but not limited to, theaward of attorneys’ fees, at the discretion of the arbitrator. Both Parties waive their right to any appeal under any system of law. The
award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. The
arbitrator shall have no authority to award any of the types of damages excluded hereunder and shall be so instructed by the Parties.
31. RELATIONSHIP OF THE PARTIES. Each Party is an independent contractor. Neither Party shall have authority to bind the otherexcept to the extent authorized herein. Neither Seller’s Offer nor Buyer’s Order are intended by the Parties to constitute or create a
joint venture, pooling arrangement, partnership, or formal business organization of any kind. The Parties shall act as independent
contractors at all times, and neither Party shall act as an agent for the other, and the employees of one Party shall not be deemed
employees of the other Party.
32. NO THIRD PARTY BENEFICIARIES. Buyer’s Order is for the sole benefit of the Parties and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitableright, benefit or remedy of any nature whatsoever under or by reason of Seller’s terms and conditions.
33. NOTICES. All notices, request, consents, claims, demands, waivers, and other communications related to Buyer’s Order (each, a"Notice") shall be in writing and addressed to the Parties at the addresses set forth on the face of Buyer’s Order or to such otheraddress that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationallyrecognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage
prepaid). Except as otherwise provided herein, a Notice is effective only (i) upon receipt of the receiving Party and (ii) if the Party
giving the Notice has complied with the requirements of this section.
34. ASSIGNMENT. Neither Party may assign, delegate, sublicense, or transfer, whether by operation of law or otherwise, their
obligations or rights hereunder without the other Party’s written consent and any assignment, delegation, sublicense, or transfer
without such written consent is void and of no effect. If consent is given, the obligations and liabilities of Buyer’s Order shall be binding
upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding this provision, Seller may subcontract
work to be performed under Buyer’s Order to third parties or assign or novate Buyer’s Order to a parent, subsidiary, or affiliatecompany of Seller. In addition, without securing such prior consent, Seller shall have the right to assign Buyer’s Order to any successor,
by way of merger, consolidation, or the acquisition of substantially all of the business and assets of Seller relating to the subject
matter of Buyer’s Order; provided, however, that such successor shall expressly assume all of the assignor’s obligations and liabilities
under Buyer’s Order.
35. WAIVER; REMEDIES; COSTS. None of the sections, terms, conditions, or provisions herein shall be waived by any act or knowledge
on the part of Seller, except by written instrument signed by a duly authorized representative of Seller. The waiver by Seller of any
term, condition, provision, or right hereunder or the failure to enforce at any time any of Seller’s terms and conditions, or any rights
with respect thereto, is not a continuing waiver or a waiver of any other rights, or of any material breach or failure of performance of
Buyer. The remedies herein reserved or created for Seller shall be cumulative, and additional to any other or further remedies
provided at law or in equity. Seller may remedy any breach of the terms or conditions hereof without waiving the breach remedied,or without waiving any other prior or subsequent breach. Buyer shall pay all Seller’s costs and expenses, including attorney's fees,
incurred by Seller in exercising any of its rights or remedies hereunder or enforcing any of the terms or conditions hereof.
36. SEVERABILITY. If any term, condition, or provision herein is invalid, ineffective, or unenforceable under present or future laws,
then the remainder of the terms, conditions, and provisions shall remain in full force and effect, and shall in no way be affected,
impaired, or invalidated.
37. PARTIES. The Parties to any Offer, Order, or associated transaction are Seller and Buyer as identified above and unless expressly
stated otherwise herein, no other persons, parties, or entities have any rights, or receive any benefits hereunder. No other Teledyne
subsidiaries, affiliates, or business units, other than Seller, have any obligations or duties hereunder and are unrelated third parties
for all purposes.

Revision April 18, 2024

Page 8

38. HEADINGS. The headings used herein are for reference purposes only and shall not affect the meaning or interpretation of any
term, condition, or provision herein.
39. SURVIVAL. Any section, term, condition or provision herein which contemplates performance or observance subsequent to any
termination or expiration of Buyer’s Order, or which by its nature should survive, shall survive any termination or expiration of Buyer’s
Order and continue in full force and effect. - End of Document

Revision April 18, 2024

Page 9