1. Formation of Agreement; Offer and Acceptance.

a. These General Terms and Conditions of Sale (these “Terms and Conditions”), together with the terms and conditions of any other document to which these Terms and Conditions are attached or are incorporated by reference (collectively, the “Agreement”) apply to (i) any quotation, proposal, or offer to sell (“Offer”) made by Mid-America Machining, Inc. (“Seller”) for the sale and delivery of Seller’s goods and/or services (collectively, the “Goods”); (ii) any purchase order (or related release issued pursuant to such purchase order) or related attachments, schedules, exhibits, designs and drawings (collectively, an “Order”), issued by the buyer-party purchasing the Goods or that party’s subsidiaries and Affiliates pursuant to the Offer (collectively, “Buyer”); and (iii) any written master purchase or supply agreement or similar or other agreement executed by and between Seller and Buyer for the sale of the Goods. Buyer accepts, and will be deemed to be bound by, the terms of the Agreement upon the first to occur of the following (as applicable, the “Effective Date”): (A) Buyer’s written acknowledgment and acceptance of the Offer; (B) Buyer placing an Order with Seller; (C) delivery of any Goods by Seller to Buyer pursuant to any Order or similar type of request by Buyer; (D) acceptance of any Goods by Buyer; or (E) payment for any Goods by Buyer. As used herein, “Affiliate” means, with respect to a party, any person (including any natural person, corporation, unincorporated organization, partnership, association, joint stock company, joint venture, limited liability company, or trust) that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with that party, for so long as such control exists. For purposes of this definition only, “control” and, with correlative meanings, the terms “controlled by” and “under common control with” means (x) in the case of persons that are corporate entities, direct or indirect ownership of more than fifty percent (50%) of the stock or shares (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) entitled to vote for the election of directors or otherwise having the power to control or direct the affairs of such corporate entity and (y) in the case of persons that are non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest or the power to direct the management and policies of such non-corporate entity.

b. Buyer’s acceptance is expressly limited to the terms of the Agreement and the Agreement exclusively governs the sale of Goods by Seller to Buyer. Any reference in the Agreement to any request for quotation, request for proposal, or any other similar bid document made by Buyer is solely for the purpose of incorporating the description and specifications of the Goods contained in such document, but only to the extent that such description and specifications do not conflict with the description and specifications contained in the Agreement or otherwise agreed to or accepted by Seller in writing.  Any additional or different terms and conditions proposed by Buyer, whether in Buyer’s Order or otherwise (including, without limitation, in Buyer’s general or standard terms and conditions of purchase), or any attempt by Buyer to vary the terms of the Agreement in any way, are expressly rejected by Seller, are not part of the Agreement and do not apply to the sale of Goods, and are not binding on Seller without the express prior written acceptance of such terms by Seller’s authorized representative; provided, however, Seller will be deemed to accept those portions of an Order issued by Buyer that contain terms and conditions that are the same as the terms and conditions set forth in the Agreement.

c. None of the terms, provisions or conditions of the Agreement may be modified, altered or added to except by written instrument signed by a duly authorized representative of Seller and Buyer. Any agreed upon change may be subject to an equitable adjustment in the purchase price and/or time for performance.

2. Term; Termination; Post-Termination Obligations.

a. Unless otherwise agreed by Seller in writing, the term of the Agreement shall take effect immediately and will expire twelve (12) months thereafter (the “Term”). Notwithstanding the expiration or termination of the Agreement, Buyer will be and remain liable for the payment in full of any and all finished Goods, work-in-progress, and all costs incurred by Seller or other materials made or committed for by Seller pursuant to the Agreement.

b. Seller may terminate all or any part of the Agreement or any delivery schedule, or suspend its delivery of Goods, without any liability, at any time after any one or more of the following:

i. Buyer repudiates any of its obligations to Seller;

ii. Buyer breaches any of its obligations to Seller and Buyer fails to cure within a commercially reasonable time, in no event exceeding ten (10) days after notice thereof;

iii. Buyer fails to provide Seller, within a commercially reasonable time after Seller’s request (but in no event exceeding ten (10) days after such request), with adequate and reasonable assurance of Buyer’s financial and operational capability to perform timely all of Buyer’s obligations to Seller;

iv. Buyer’s liabilities exceed its assets or Buyer is, or is reasonably likely to become, unable to pay its debts as they come due in the ordinary course of Buyer’s business;

v. Buyer is deemed insolvent under applicable law;

vi. Buyer files or becomes subject to a bankruptcy, reorganization, assignment for the benefit of creditors, or similar proceeding or scheme, or an administrator, receiver or trustee is appointed over Buyer or any of its assets; and/or

vii. a direct or indirect change in control or ownership of Buyer or substantially all of its assets occurs without Seller’s prior written consent.

c. Upon any termination of the Agreement, for whatever reason, and notwithstanding any payment(s) theretofore made by Buyer to Seller pursuant to the Agreement, Seller shall have no obligation, and shall not be required, to provide Buyer with any designs, drawings, engineering, plans, schematics, specifications, layouts, prototypes, samples or similar items, regarding the Goods.

d. Notwithstanding anything to the contrary otherwise contained in the Agreement, those portions of the Agreement that either expressly apply for a period greater than the Term, or, by their nature, are intended to survive the Term (which shall include, without limitation, ARTICLES 4 (Confidentiality), 5 (Intellectual Property), and 10 (Indemnification) below), shall survive the expiration or termination of the Agreement.

3. Prototype Goods. Buyer and Seller acknowledge and agree that if the Goods are experimental prototypes, they are not intended for any use other than testing and evaluation by Buyer.  No particular evaluation result or work results can be assured, guaranteed or necessarily produced and any such results may be unsatisfactory or otherwise contrary to Buyer’s desired goals.

4. Confidentiality. Each party may disclose (“Disclosing Party”) to the other party (“Receiving Party”), and Receiving Party may acquire during the course and conduct of activities under the Agreement, certain non-public or confidential information of Disclosing Party in connection with the Agreement. The term “Confidential Information” means all non-public or confidential information or material in tangible form disclosed under the Agreement or prior to the Agreement in furtherance or evaluation of this transaction (including under any confidentiality or non-disclosure agreement), or proprietary or confidential information otherwise disclosed in non-tangible form under the Agreement or prior to the Agreement in furtherance or evaluation of this transaction (including under any confidentiality or non-disclosure agreement) that a Disclosing Party identifies to Receiving Party as confidential information or that, from the nature of such information, Receiving Party should reasonably know that such information is the Confidential Information of Disclosing Party, including all technical and non-technical information conveyed from one Party to the other in any form, electronic data and other proprietary information, samples, compounds, methods, formulas, processes, protocols, technologies and equipment employed, information relating to quality assurance, procedures for and record keeping, techniques, inventions, know-how, apparatus and formulae, related to Disclosing Party’s current, future and proposed products, software and technology. For purposes of the Agreement, the Goods shall be deemed to be part of Seller’s Confidential Information.  The parties agree that (i) the terms and conditions of the Agreement will be treated as Confidential Information of each party and (ii) if Buyer, or a third party that receives Seller’s Confidential Information from Buyer, discloses Seller’s Confidential Information in violation of the Agreement, such Confidential Information that is impermissibly disclosed will continue to constitute Seller’s Confidential Information and, by extension, an Intellectual Property Right hereunder.  Notwithstanding any other provisions herein, Confidential Information does not include information that:

a. was known to Receiving Party or any of its Affiliates prior to the time of disclosure other than under an obligation of confidentiality to Disclosing Party;

b. is at the time of disclosure hereunder or later becomes public knowledge through no fault or omission of Receiving Party or any of its Affiliates;

c. is obtained by Receiving Party or any of its Affiliates from a third party under no obligation of confidentiality to Disclosing Party or its Affiliates;

d. has been independently developed by employees, subcontractors, consultants or agents of Receiving Party or any of its Affiliates without the aid, application, or use of Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records; or

e. Receiving Party obtains written consent from Disclosing Party to disclose and subject to any conditions contained in such written consent.

         Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of Receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of Receiving Party unless the combination and its principles are in the public domain or in the possession of Receiving Party.  For avoidance of doubt, the Goods shall be deemed the Confidential Information of Seller, and Buyer shall not (and shall not permit any third party to) deconstruct, disassemble, or reverse engineer any Goods provided by Seller under the Agreement.

         If any Confidential Information is required to be disclosed by a Receiving Party pursuant to a court order or similar process in a proceeding administered by a court, tribunal or administrative body of competent jurisdiction, unless prohibited by law, (x) the Party being compelled to make such disclosure (i.e., the Receiving Party) shall promptly inform the other Party (i.e., the Disclosing Party) of the disclosure requirement and shall take all reasonable steps so as to disclose only that Confidential Information that is necessary and ensures that the Confidential Information remains confidential outside of the required disclosure, and (y) the Receiving Party shall give the Disclosing Party as much advance written notice as is reasonably practicable under the circumstances so as to permit the Disclosing Party the opportunity to take commercially reasonable actions and to pursue rights and remedies, at its own expense, to attempt to prevent or limit any such disclosure, including, without limitation seeking the entry of an appropriate protective order. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Information and that each party, without waiving or limiting any other rights or remedies available to it, may seek such injunctive or equitable relief from any court of competent jurisdiction.

5. Intellectual Property.

a. Background IP. Each of Seller and Buyer retains all rights, title and interest in, to and under any Intellectual Property Rights owned or controlled by it as of the Effective Date (collectively, “Background IP”).  Except as otherwise expressly provided in the Agreement, under no circumstances shall a party, as a result of the Agreement, obtain any ownership interest or other right, license, title, or interest in or to any other Intellectual Property Right (including Confidential Information) of the other party, whether by implication, estoppel, or otherwise, including any items controlled or developed by the other party, or delivered by the other party, at any time pursuant to the Agreement.  As used herein, “Intellectual Property Rights” means any and all intellectual property rights and interests, both statutory and common law rights, including: (a) patents and applications for same, and extensions, divisions, continuations, continuations-in-part, reexaminations, and reissues thereof; (b) trademarks, service marks, trade names, slogans, domain names, logos, and trade dress (including all goodwill associated with the foregoing), and registrations and applications for registrations thereof; (c) copyrights, moral rights, database rights, other rights in works of authorship and registrations and applications for registration of the foregoing; (d) trade secrets, and confidential information, including but not limited to, confidential information regarding algorithms, software, equipment, inventions, and processes, whether or not patentable; (e) experimental results, made or discovered or conceived or reduced to practice; (f) any other protectable proprietary right in the U.S.A., or in any other country, or in any state or subdivision of the U.S.A. or another country, or in any other jurisdiction in the world, and (g) any “intellectual property” as defined in section 101 (35A) of the United States Bankruptcy Code, 11 U.S.C. § 101(35A), as amended.

b. Restrictions on Goods. Unless otherwise mutually agreed in writing, the design, development or manufacture of the Goods for Buyer is not a “work made for hire” and shall not give to Buyer any patent, copyright or any other Intellectual Property Right or interest in the Goods or any portion thereof.  Buyer shall not (and shall not permit any third party to) deconstruct, disassemble, reverse engineer, or copy the Goods and/or any related materials (including hardware and software) provided by Seller under the Agreement.

c. License Grant to Buyer. Subject to the terms and conditions of the Agreement, to the extent mutually agreed in writing by the parties under a separate agreement and commencing upon delivery of Goods to Buyer by Seller (“Delivered Goods”) and extending for the duration of the Term, to the extent of Seller’s granting authority, Seller agrees to grant and hereby grants to Buyer a limited, non-exclusive, non-transferable, royalty-free, fully-paid, license to use Seller’s Background IP (excluding Seller’s trademarks, service marks, trade names, slogans, domain names, logos, trade dress, and registrations and applications for registrations thereof) solely for Buyer to internally test and evaluate the Delivered Goods in the USA and its territories for conformance with this Agreement.

d. Software License. To the extent that (i) Seller provides any of its software to Buyer (whether or not such software was created independently of the Agreement or in furtherance of the Agreement) and (ii) mutually agreed in writing by the parties under a separate agreement, and subject to these terms and conditions (including, without limitation, the restrictions set forth in this Section 5(d)), Seller hereby grants to Buyer a limited, non-exclusive, non-transferrable, royalty-free, fully-paid, license and right to use one (1) object code copy of such software, as provided by Seller, solely for purposes of Buyer’s internal testing and evaluation in the USA and its territories for conformance with this Agreement of the Delivered Goods.  Seller retains title to the software and Buyer is prohibited from creating any derivatives of, or reverse engineering, decompiling, disassembling, or translating any Seller software or integrating such software with any other software.

6. Limited Warranties. Seller warrants only that the Goods:

a. Solely alone, and not in combination with any third party or Buyer devices or components, and excluding any and all instances in which Seller may be utilizing specifications provided and required by or on behalf of Buyer, Seller will not infringe any issued patent or other intellectual property rights of any third party or misappropriate any trade secret or confidential information of any third party; and

b. Will be free from defects in workmanship and materials when used under normal conditions and in accordance with any express contract terms and usage instructions of Seller, for a period of twelve (12) months from: (i) the date of delivery of the particular Goods to Buyer, or (ii) the completion of any services provided by Seller to Buyer. Limited warranty coverage applies only to warranted defects and nonconformities first arising and reported to Seller during the warranty period.

To maintain coverage for the foregoing limited warranties, Buyer must (i) implement preventative maintenance procedures for all molds, including replacing guide pins and bushings at least once every eight (8) months; and (ii) properly maintain all blow molding machines, including alignment of clamp and trimmer. All such work must be documented by Buyer in a commercially reasonable manner by Buyer and copies of such records shall be provided by Buyer to Seller as part of any warranty claim that may be made by Buyer. The foregoing limited warranties shall be rendered immediately void in the event Buyer fails to satisfy these requirements.

The above limited warranties are inapplicable to: (x) damage to molds or related tooling caused by improper installation, maintenance, abnormal use or misuse, accident, neglect, or force majeure event; and (y) internal damage of molds, including, without limitation, due to erosion, and corrosion caused by chemicals or other materials used in Buyer’s manufacturing processes or otherwise.

The sole and exclusive remedy under the above limited warranties is the repair or replacement of any Goods, or the correction of any services, as determined by Seller, in Seller’s sole discretion. No Goods will be accepted for repair or replacement without Seller’s prior written instructions and consent.

7. DISCLAIMER OF WARRANTIES. BUYER ACKNOWLEDGES AND AGREES THAT IF THE GOODS ARE PROTOTYPES THEY MAY HAVE UNKNOWN CHARACTERISTICS OR PROPERTIES OR BE OTHERWISE HAZARDOUS UNDER CERTAIN CONDITIONS.  BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE IF THE GOODS ARE PROTOTYPICAL, BUYER ASSUMES ANY AND ALL RISKS INHERENT IN THEIR DEVELOPMENT, EVALUATION AND TESTING.  EXCEPT FOR THE SOLE LIMITED WARRANTIES PROVIDED BY SELLER IN ARTICLE 6 ABOVE, SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Compliance With Laws. Buyer shall at all times comply with any and all federal, state and local laws, ordinances, regulations and orders that are applicable to it or the Goods, including, but not limited to, the storage, transportation, handling, use, export, import, return and/or disposal of the Goods. Without limiting the generality of the foregoing, Buyer shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses and permits necessary to possess and use the Goods for testing and evaluation purposes as agreed by the parties.  Buyer assumes any and all risk and liability for damages that may arise from the storage, transportation, handling, use, export, import, return and/or disposal of the Goods while in Buyer’s control or actual or constructive possession.

9. Buyer Representations. Buyer represents and warrants that:

a. it shall not (and shall not permit any third party to) deconstruct, disassemble, copy, or reverse engineer the Goods and/or any related hardware, designs, schematics or specifications provided by Seller under the Agreement;

b. it shall not (and shall not permit any third party to) create any derivatives of, or reverse engineer, decompile, disassemble, or translate any Seller software or integrate the software with any other software without prior written approval from Seller; and

c. it shall not (and shall not permit any third party to) engage in any conduct with respect to the Goods that is prohibited by the Agreement.

10. Indemnification. To the maximum extent allowed by law, Buyer will defend, indemnify and hold harmless Seller and its present and future directors, officers, shareholders, members, employees, attorneys, agents, representatives, parents, affiliates, and subsidiaries (individually and collectively, “Seller Parties”) from and against any and all claims, costs, demands, losses, indirect and direct damages (including lost profits, incidental, consequential, special and punitive damages), liabilities, actions, causes of action, judgments, settlements, awards, fines, penalties, assessments, and expenses of any kind or nature (including, without limitation, costs of defense, mediation, settlement and reasonable attorneys’ and other professionals’ fees incurred by Seller Parties), however described or denominated, brought by any third party (including, Buyer’s employees, subcontractors, laborers, agents, and assigns) arising out of, incidental to, or resulting from or related to:

a. Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of Goods;

b. any infringement or alleged infringement of the industrial and intellectual property rights of third parties arising from Buyer’s use of the Goods in combination with any other components, plans, or specifications (including Buyer’s trademarks and brand names);

c. any personal injury, bodily injury (including death), or property damages arising out of the use of the Goods;

d. Buyer’s violation or alleged violation of any federal, state, county or local laws or regulations;

e. any fraud, gross negligence, or willful misconduct of Buyer and/or its respective subcontractors, agents, employees or other representatives;

f. Buyer’s breach of any of the terms and conditions of the Agreement; or

g. any misuse of the Goods or use of the Goods in a manner inconsistent with the Goods’ approved, cleared or labeled use.

11. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY. EXCEPT AS TO THOSE MATTERS COVERED BY ARTICLES 4 (Confidentiality), 5 (Intellectual Property), AND 10 (Indemnification) HEREIN AND AS TO WHICH THE FOLLOWING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY, (A) A PARTY WILL NOT BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF REVENUE, LOST PROFITS, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNT OF THE SUMS PAID OR TO BE PAID PURSUANT TO THE AGREEMENT.

12. Transactional Tax. All fees, prices and amounts provided in the Agreement and payable by Buyer to Seller are exclusive of any value added tax, goods and services tax, sales tax, use tax, consumption tax or any other similar applicable tax (collectively referred to as “Transactional Tax”) that is legally imposed either jointly or severally on Buyer relating to the sale of Goods (including, without limitation, if applicable, services) to Buyer pursuant to the Agreement and for which Buyer is also liable. If the transactions as described in the Agreement are subject to any applicable Transactional Tax, Seller shall provide Buyer with an invoice which specifically itemizes and states the Transactional Tax applicable to the particular shipment or transaction, and provided Seller has stated the Transactional Tax (as identified above) on an invoice, Buyer will pay to Seller the Transactional Tax properly chargeable in respect of that payment. Seller will not invoice or otherwise attempt to collect from Buyer any taxes with respect to which Buyer has provided Seller with (i) a valid resale or exemption certificate, (ii) evidence of direct payment authority, or (iii) other evidence, reasonably acceptable to Seller, that such taxes do not apply. Transactional Tax does not include any tax that that is statutorily imposed on Seller that arises from Seller’s consumption of any product or services or Seller’s income.

13. Force Majeure. Should either party be prevented from performing its obligations under the Agreement, the Agreement will not subject such party to any liability to the other if such failure is caused by acts such as, but not limited to, acts of God, fires, explosion, earthquake, hurricane, tornado, flood, drought, disease, epidemic, pandemic, war or act of terrorism, governmental interference, order or regulations (each a “Force Majeure Event”), if, in each case, the occurrence is (a) beyond the reasonable control of a party and (b) is not the result of the fault or negligence of a party. Upon the occurrence of a Force Majeure Event, the party whose performance is to be excused will promptly, and within five (5) days thereafter, notify the other party in writing of the occurrence and the other party may suspend performance for as long as the Force Majeure Event continues. If the Force Majeure Event continues for longer than thirty (30) days, the other party will have the right to terminate all or a portion of the Agreement.  The prevented party will use all reasonable efforts to minimize disruption in its performance and to resume performance of its obligations under the Agreement as soon as practicable.

14. Assignment; Successors and Assigns. Neither party may assign the Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, and any attempt to do so will be void ab initio and of no effect.  Any waivers or amendments shall be effective only if made in writing signed by a duly authorized representative of each of the respective parties. The Agreement and all of the parties’ obligations are binding upon their respective successors and permitted assigns, and together with the rights and remedies of the parties under the Agreement, inure to the benefit of the parties and their respective successors and permitted assigns.

15. Cumulative Remedies. Unless otherwise expressly provided in the Agreement, any and all rights and remedies available to either party pursuant to the Agreement shall be cumulative and non-exclusive and shall be in addition to any and all rights and remedies available to a party pursuant to the Agreement, applicable law and/or in equity.

16. No Agency. Nothing in the Agreement should be interpreted to constitute one party as the other party’s agent for any purpose. Each party is solely an independent contractor in relation to the other party for purposes of the Agreement and nothing in the Agreement shall be construed as creating a joint venture or partnership as between the parties.

17. Governing Law; Jurisdiction and Venue. The Agreement will be governed by the laws of the State of Michigan, without regard to its principles of conflicts of laws.  Any suit or proceeding arising out of or relating to the Agreement shall be brought and maintained exclusively in an appropriate state court in Jackson County, Michigan or in the U.S. District Court for the Eastern District of Michigan, Southern Division and each Party irrevocably submits to the jurisdiction and venue of such courts.

18. Waiver of Rule of Construction. Each party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of the Agreement. Accordingly, the rule of construction that any ambiguity in the Agreement shall be construed against the drafting party shall not apply.

19. Entire Agreement; Conflicts. The Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter thereof and supersedes any and all prior or contemporaneous, oral or written agreements or understandings between the parties as to the subject matter of the Agreement. The Agreement shall control over any and all conflicting provisions of any purchase order, other business form, and/or any other documents otherwise utilized by either party, and such conflicting provisions are expressly excluded, rejected and are and shall be inapplicable to the Agreement. In the event of a direct conflict between these Terms and Conditions and any other document(s) that, together with these Terms and Conditions, constitutes the Agreement, these Terms and Conditions shall govern and control.

20. Severability. Any provision of the Agreement that is held to be invalid by a court of competent jurisdiction shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect.

21. Notices. Any notice required or permitted hereunder shall be given in writing and delivered (a) personally, (b) by recognized courier service, or (c) by electronic mail, followed by registered or certified mail, return receipt requested, postage prepaid, to the party entitled thereto at the address for such party shown in the Agreement.  Either party may change such address by giving notice to the other of such change in the manner contemplated by this ARTICLE 21.  The return receipt, the delivery receipt, electronic confirmation of receipt, or the affidavit of messenger will be deemed conclusive but not exclusive evidence of delivery; delivery will also be presumed at such time as delivery is refused by the addressee upon presentation.

22. Counterparts; Signatures. The Agreement (or any part thereof) may be executed in counterparts, and each will be deemed an original and taken together will be one and the same instrument. The parties agree that their respective signatures may be delivered via pdf or electronic signature, and that such electronic transmissions will be treated as original signatures for all purposes.

23. WAIVER OF JURY TRIAL. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH OF BUYER AND SELLER, AFTER CONSULTING (OR HAVING THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. 

December 2023