ALLISON TRANSMISSION (SHANGHAI) CO., LTD.
TERMS AND CONDITIONS OF SALE

ALLISON TRANSMISSION (SHANGHAI) CO., LTD.’s ACCEPTANCE OF BUYER'S PURCHASE ORDER ISEXPRESSLY CONDITIONED ON THE BUYER'S ASSENT TO AND ACCEPTANCE OF THE FOLLOWING TERMS
AND CONDITIONS. The terms "purchase order" or "order" for the purposes of these Terms and Conditionsof Sale (hereinafter "Agreement") include the term "request for quotation," as appropriate. The following
are terms and conditions by which Allison Transmission (Shanghai) Co., Ltd. ("Seller") will sell its products
to Buyer. Receipt of this Agreement by Buyer without prompt written objection thereto shall constitutean acceptance of this Agreement by Buyer. This Agreement shall supersede all written or printed terms
set forth in any purchase order issued by Buyer. This Agreement supersedes all prior written
understandings, assurances, and offers. No reference herein to Buyer's purchase order shall in any way
incorporate different or additional terms or conditions which are hereby objected to. No terms orconditions other than those stated herein, and no agreement or understanding, oral or written, in any
way purporting to modify the terms and conditions of this Agreement shall be binding on Seller unlessexpressly accepted in writing by a duly authorized representative of Seller.
1. PRICES AND PAYMENT:(a) The prices specified herein or otherwise stated, in writing, by Seller are subject to change, without
notice, to prices in effect at the time of each shipment. Seller shall submit invoices to Buyer stating
amounts due. Payment terms are the 25th day of the month following the date the invoice is issued,
unless otherwise agreed to, in writing, by Seller. Payment shall be made in United States Dollar, asapplicable and authorized by Seller, and received by the Seller on or before the due dates. (b) The pricesof products are exclusive of all applicable taxes (including without limitation, value added tax (VAT), local
and central sales tax and service tax and other taxes, octroi, entry tax, charges, if any) which shall beadditional. Any tax imposed by any governmental authority on the sale of products referred to in thisAgreement shall be paid by Buyer, in addition to the selling price specified by Seller. Any and all additionalcharges, such as, but not limited to, freight charges, insurance premiums, fees for export, transit, importand other permits, as well as for certifications, shall be the responsibility of Buyer and shall be borne byBuyer. (c) Seller reserves the right to assess, at its discretion, a late payment charge equal to eighteen
percent (18%) per annum on past due balances owed Seller upon failure of Buyer to comply with thisAgreement. Provided however, that in the event that applicable governmental law sets a maximum rate
for late payment fees which is less than eighteen percent (18%) per annum, then the late payment charge
assessed hereunder shall be set at the maximum rate permitted by law. (d) All prices as set out in Seller’s
price list are subject to change without notice and are not guaranteed against change. Printing and clericalerrors made by Seller on a quotation, an acknowledgement or an invoice shall be subject to correction. In
the event of a price change, orders on hand will be invoiced at prices effective at date of shipment. All
prices quoted for specific supplies, in writing, by Seller are only valid for acceptance and placement oforder within a fixed period as stated on the quotation. Upon request, Seller will re-quote when theacceptance period has lapsed.

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2. INSPECTION, DELIVERY, SHIPPING, AND PACKING:(a) Inspection of products shall be done by Buyer or its assigned representative at Buyer's facility.
Inspection of products, including final inspection of completed products or in-process inspection ofproducts, at Seller's facility is not permitted unless approved by Seller in advance in writing. (b) Delivery
schedules are based upon current production capacities, material or component availability, andinventory, and may be changed by Seller as conditions require. Seller shall not be liable for any
consequences of any delay in meeting those estimated delivery dates/ schedules. (c) Unless otherwise
agreed in writing between Buyer and Seller, all products shall be sold “Incoterms 2000, Exworks, Seller'sfacility. In either instance, title and risk of loss shall pass to Buyer upon delivery to the carrier at Seller'sfactory. (d) All claims for loss or damage to products while in the care, custody, and/or control of a carrier
shall be the responsibility of Buyer, who shall submit any claims to that carrier. (e) Shipments hereundershall be at all times subject to the approval of Seller's Credit Department. When deemed necessary, Seller
may require Buyer to provide pre-payment or documentary credit before shipment of the products willtake place. (f) Seller shall pack, mark, and ship the products according to its standard commercial
procedures for shipment, unless the parties agree, in writing, that Seller shall comply with any special
instructions provided by Buyer. Compliance with special instructions or other special services requested
by Buyer and accepted by Seller may result in an increased price and will be separately charged to Buyer.
3. RETENTION OF TITLE:
Seller expressly retains title and ownership of the products until Buyer has fulfilled all its obligations arisingout of the Agreement and any other agreements entered into with Seller or any other monetary
obligations Buyer has towards Seller. Until full payment has been received by Seller, Buyer in not entitled
to give third parties a security interest in the products.
4. PRODUCT CHANGES:(a) All orders are subject to approval and acceptance in writing by a duly authorized representative ofSeller. The Agreement between the parties is deemed to be effective only when Seller confirms its
acceptance to an order in writing. Seller reserves the right to change without notice the design of, thequality system, or the process of manufacturing, the products covered by this Agreement; provided thatthe foregoing shall not be construed as relieving Seller from its obligation to deliver products which
conform to any specifications, drawings, and prints which Seller may have furnished to Buyer. Seller will
design, manufacture, assemble and test all product in accordance with Seller’s quality system unlessotherwise agreed to in writing with the Buyer. (b) If Buyer desires product, process, or quality systemchanges, including but not limited to the adoption of Buyer-specific requirements, Buyer shall submit awritten request to Seller for consideration. Within a reasonable period thereafter, Seller shall notify Buyerof its acceptance or rejection of the proposal. Seller's failure to notify Buyer of Buyer's proposed productchanges means Seller has rejected Buyer's proposal. If Buyer's request for product, process, or quality
system changes is accepted by Seller, and the product, process, or quality system changes cause anincrease or decrease in the cost of the product, the manufacturing process, or the delivery schedule, Buyer
shall make, in writing, an equitable adjustment in the price or delivery schedule, or both that is acceptableto Seller.

Allison Transmission Confidential: Business Use Only5. TECHNICAL INFORMATION:(a) All engineering designs, data and specifications, processes, and quality system data provided by Seller
are proprietary and shall not be disclosed or reused by Buyer without the prior written consent of Seller.
(b) Seller makes available to Buyer "Tech Data" via the Seller extranet. The "Tech Data" provides
application and installation guidelines for Seller's products. These guidelines provide the minimum
acceptable standards/requirements for product operation and durability under normal vocational usage.
It is the responsibility of the Buyer to follow and comply with Seller's Tech Data and otherwise properly
integrate the products into the overall vehicle design and performance. It is also the Buyer's responsibility
to ensure that the vehicle meets all applicable government regulations and customer requirements in all
operating environments to which the vehicle will be subjected. (c) Seller also publishes Operator'sManuals and warning placards for many of its products. The Operator's Manual and placards contain
important information concerning the safe and proper operation and maintenance of the products. It isthe Buyer's responsibility to properly communicate this important information to the vehicle's operator
or end user. While many Buyer's choose to incorporate this information into their own vehicle manualsand warnings, the Operator's Manual and placards are available from Seller upon request.
6. WARRANTY:(a) Seller's Standard Commercial Warranty relating to products is applicable to this Agreement. (b) NO
OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE PRODUCTS INCLUDING,BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE. (c) The provisions of this warranty shall not apply to products (1) used for the purposes forwhich they are not designed or intended; (2) which have been repaired or altered without Seller's priorwritten consent; (3) which have been subjected to misuse, negligence, accident, or improper installation;or (4) which, based on Seller's examination, do not disclose to Seller's satisfaction nonconformance to thewarranty.
7. BUYER'S REMEDIES:
The Buyer's exclusive and sole remedy on account of or in respect of the furnishing of products that donot conform to this Agreement shall be to secure replacement or repair of the products, at Seller's option,
thereof. In no event shall the Seller's maximum liability exceed the selling price for the products claimed
to be nonconforming.
8. LIMITATION OF LIABILITY:IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE OF THE PRODUCTS
OR OTHER EQUIPMENT, DOWNTIME COSTS OR CLAIMS OF BUYER'S CUSTOMERS, WHETHER BASED ON
CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES.
9. DEFENSE, INDEMNIFICATION AND HOLD HARMLESS:Buyer SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS Seller and Seller's parent(s), subsidiaries,
divisions, affiliated companies and their respective directors, officers, agents, insurers, employees andAllison Transmission Confidential: Business Use Only

representatives (collectively referred to as the "Seller Group"), from and against any and all claims, suits,causes of action, liabilities, losses (including death, personal injury and property damage), judgments,obligations, fines, damages, penalties, expenses, attorneys fees, settlement funds, and consequential andincidental damages, of any kind or character regardless of theory (including, but not limited to, breach ofcontract, breach of warranty, tort (including negligence), strict liability, environmental laws, intellectual
property rights or otherwise), arising out of or in any manner relating to or attributable to or allegedly
arising out of or in any manner relating to or attributable to the Products. This agreement to indemnify,
hold harmless and defend applies if the act(s) or omission(s) complained of were caused or allegedly
caused only in part by the negligence of the Seller Group, but this agreement to indemnify, hold harmlessand defend does not apply where the act(s) or omission(s) complained of were caused or allegedly caused
solely by the negligence of the Seller Group. BUYER MAY NOT BRING ANY ACTION ARISING OUT OF ANY
CLAIMED BREACH BY SELLER OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF
ACTION HAS ARISEN, except as otherwise stipulated by the applicable local laws and regulations.
10. PATENT INFRINGEMENT DISCLAIMER:Seller does not represent that the products may be used, sold, or transferred without infringing patents
or other proprietary rights of third parties. Seller does not assume any responsibility nor shall Seller have
any liability whatsoever for the infringement by Buyer, its suppliers or its customers of any patent or otherproprietary right owned or controlled by any third party.
11. FORCE MAJEURE:
Any delay or failure of Seller to perform its obligations hereunder shall be excused to the extent that it iscaused by an event or occurrence beyond its control such as, by way of example and not by way oflimitation, acts of God, actions by any governmental authority (whether valid or invalid), governmental
laws and regulations not presently in effect, any governmental action or inaction (whether valid orinvalid), fires, floods, windstorms, explosions, civil commotion, riots, terrorist act, natural disasters, wars,
sabotage, accidents, labor problems (including lockouts, strikes and slowdowns) at Seller’s facility, its
source plant or their suppliers, inability to obtain power, material, labor, equipment, or transportation,shortage of fuel or raw materials, late or deficient delivery by subcontractors of raw materials, semifinished or finished goods or court injunction or order. Seller reserves the right in its sole discretion todetermine the assignment of materials and the order of priority in filling orders.
12. GOVERNING LAW:This Agreement and any disputes or controversies arising hereunder shall be governed by and construed
according to the law of the People’s Republic of China.
13. ENTIRE AGREEMENT: This Agreement, together with any attachments, exhibits, or supplements
specifically referenced in this Agreement, shall constitute the entire agreement between the parties
hereto and shall supersede all previous communications, representations, or agreements, either oral orwritten, between the parties hereto with respect to the subject matter hereof. This Agreement shall beconsidered a waiver to any Buyer requirement unless otherwise submitted by Buyer and accepted inwriting by Seller as outlined in Section 4. Product Changes above or as may be noted otherwise in thisAgreement.

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14. AMENDMENT: No agreement or understanding varying or expanding this Agreement shall be binding
upon either party hereto unless it is in writing and signed by a duly authorized representative thereof.
15. SEVERABILITY: If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable
under any statute, regulation, ordinance, executive order, or other rule of law, that provision shall bedeemed severed to the extent necessary to comply with such statute, regulation, ordinance, order, orrule. In the event such provision is deemed severed, the parties shall negotiate in good faith to arrive at
an alternative arrangement approximating the original business objective of the parties. The remainingterms and conditions of this Agreement shall remain in effect.
16. ASSIGNMENT:This Agreement is not assignable by Buyer without Seller's prior written approval.
17. NO IMPLIED WAIVER: The failure of either party at any time to require performance by the other partyof any provision of this Agreement shall in no way affect the right to require such performance at any time
thereafter, nor shall the waiver of either party of a breach of any provision of this Agreement constitutea waiver of any succeeding breach of the same or any other provision.
18. NO AGENCY:
Neither party shall be deemed to be an agent or legal representative of the other party, nor is any joint
venture or partnership relationship hereby created and neither party is authorized to create anyobligation on behalf of the other party.
19. TERMINATION: This Agreement may be terminated by either party by giving ninety (90) days' written
notice to the other party in the event of failure by such other party to fulfill any of its obligations
hereunder. However, if during the period of such notice, such other party remedies such failure, thisAgreement shall continue with the same force and effect as if such notice had not been given. Seller may
immediately terminate this Agreement, in whole or in part, at its sole discretion, upon giving written
notice to Buyer.
20. INSOLVENCY: In the event of the insolvency or bankruptcy of Buyer, or upon the appointment of areceiver for Buyer or its reorganization for the benefit of creditors, Seller may terminate this Agreement.
In the event of termination in accordance with this paragraph, Seller shall not be obligated to deliver any
products under this Agreement.
21. ATTORNEY'S FEES:
In the event Seller should bring an action for enforcement of this Agreement, Buyer agrees that Seller
shall be entitled to award of its reasonable attorney's fees and court costs associated with suchenforcement proceedings.
22. CUMULATIVE REMEDIES:
The rights and remedies herein reserved to Seller shall be cumulative and additional to any other orfurther rights and remedies provided at law or equity.
23. EXPORT LAWS: This Agreement shall be subject to, and Seller and Buyer shall comply with, all export
control laws, regulations, rules, orders, licenses, requirements, and governmental requests now orAllison Transmission Confidential: Business Use Only

hereafter in effect in the United States of America. To the extent any sale of products pursuant to thisAgreement may require approval of the United States Government, Seller’s obligations under thisAgreement are conditioned upon the grant of such approval and upon compliance by Buyer with anyrestrictions imposed by the United States Government in connection with such approval.

24. NO INDUCEMENTS:
The parties hereto represent to each other and each agrees that, neither it nor any person acting on its
behalf has, in contravention of any applicable law, given or offered to give, or will give or offer to give,
any sum of money or other material consideration to any person, directly or indirectly, as an inducement
to obtain business hereunder or to influence the granting of licenses or other governmental permissions
to enter into this Agreement or perform obligations hereunder.
25. RETURNABLE CONTAINERS: If Seller provides product to Buyer in a shipping container that is to bereturned to Seller (each, a “Container”), Buyer shall be solely responsible for returning the Container toSeller and paying any and all freight costs and expenses to return the Container to Seller. Buyer shallpromptly return any Container to Seller, but in the event that Buyer does not return a Container to Seller
within thirty (30) days of Buyer’s receipt of such Container, then Buyer will be charged for the cost of suchContainer.
26. OFFICIAL TEXT:
The official text of this Agreement is in the English language. If this Agreement is translated into anotherlanguage, the English text shall govern any question with respect to interpretation.

Allison Transmission Confidential: Business Use Only