TERMS AND CONDITIONS OF SALE Indy Crossroads Equipment, LLC (the “Company”) As used below, the word “Equipment” means all equipment, machinery, accessories, attachments, spare or replacement parts, tools, supplies, merchandise or goods that are subject of the parties’ transaction as described on Exhibit A. 1. Quotations. All quotations made by the Company are made for immediate acceptance by the purchaser of the Equipment (the “Purchaser”) and are subject to withdrawal, change, and prior sale or disposition by the Company without notice to the Purchaser whatsoever. 2. Acceptance. Sale of any Equipment by The Company is expressly conditioned upon the terms and conditions set forth herein. Any order for, or any statement of intent to purchase Equipment or any direction to proceed with engineering procurement, refurbishing, or shipment, will constitute the Purchaser’s assent to these Terms and Conditions of Sale (the “Terms and Conditions”). If there is any inconsistency between these Terms and Conditions and the terms of a purchase order (if any), these Terms and Conditions shall prevail. 3. Entire Agreement. These Terms and Conditions of Sale, together with any other terms and conditions stated in the purchase order (if any), constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings of the parties, written or oral. Any different or conflicting terms and conditions contained in the Purchaser’s purchase order or any other document shall be inapplicable and without effect. No amendment or supplement of any provision of these Terms and Conditions shall be binding unless executed in writing by both parties to these Terms and Conditions. No provision of these Terms and Conditions shall be deemed to have been waived unless such waiver is executed in writing by the party waiving such provision. No waiver of any provision of these Terms and Conditions shall constitute a waiver of any other provision of these Terms and Conditions. No waiver of any breach or violation of any provision of these Terms and Conditions shall constitute a waiver of any subsequent breach of such provision. 4. Delivery and Inspection; Title to Equipment. Equipment will be delivered to the Purchaser on an ExWorks basis (i.e., risk of loss shall pass to the Purchaser, including payment of all transportation and insurance costs, from the Company’s facility) to a location designated by the Purchaser in writing, as follows:____________________________. The Purchaser will bear all freight, transportation, and insurance costs, taxes, freight- forwarding costs, and other delivery costs and expenses; provided, however, title to the Equipment will not pass to the Purchaser until such time as the Company has received payment of the entire purchase price. The Equipment shall be sold and assigned to the Purchaser, free and clear of any and all security interests, liens and encumbrances. 5. Rejection; Delay. The Purchaser’s rejection or refusal of any shipment shall not invalidate the remainder of these Terms and Conditions and the terms and conditions of the purchase order (if any) without the consent of the Company. The Company shall not be held responsible for delays or default in deliveries caused by strikes, labor difficulties, accidents, riots, civil unrest, war, fire, delay or defaults of common carriers, failure or curtailment in the Company’s usual sources of supply, governmental decrees or orders, damage or destruction of goods, or any other cause beyond the Company’s control. Shipments made within thirty (30) days after specified date of delivery shall constitute a proper delivery. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered Equipment. 6. Transfer Taxes. All purchase prices are stated in U.S. Dollars and do not include any federal, state or local taxes. The Purchaser shall promptly pay when due or reimburse the Company for any and all sales and use and other taxes, assessments, and other governmental charges arising out of the transfer of Equipment to the Purchaser. The Purchaser shall provide to the Company any appropriate resale exemption certificates. 7. Indemnification. The Purchaser shall indemnify, save, and defend the Company, together with its members, managers, officers, directors, employees, servants, agents, and assigns, harmless against all liability, claims, judgments, or loss of every kind (including reasonable attorney fees and costs), including without limitation, liability arising from the negligence of the Company, its members, managers, officers, directors, employees, servants, agents, and assigns for injury to persons, including wrongful death or damage to property, resulting from any defective, hazardous, or other condition of the Equipment. 8. Disclaimer of Warranties; Limitation on Liability. The Purchaser acknowledges that the Purchaser: (i) has been given an opportunity to inspect all of the Equipment and has entered into these Terms and Conditions with the intention of making and relying upon its own investigation of the condition of the Equipment; and (ii) is not relying upon any representation or warranty of the Company or any person acting or claiming to act on behalf of the Company concerning the condition of the Equipment. PURCHASER UNDERSTANDS AND AGREES THAT PURCHASER SHALL PURCHASE AND ACQUIRE ALL OF THE EQUIPMENT IN “AS IS” CONDITION. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO ANYONE AS TO THE CONDITION OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF CONFORMITY TO ANY AFFIRMATION, REPRESENTATION, PROMISE OR DESCRIPTION, ANY WARRANTY AS TO DESIGN, CONDITION, CAPACITY, PERFORMANCE, OR ANY OTHER ASPECT OF THE EQUIPMENT OR THEIR MATERIAL OR WORKMANSHIP, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. PURCHASER SHALL NOT MAKE ANY CLAIM WHATSOEVER AGAINST THE COMPANY BASED ON THE CONDITION OF THE EQUIPMENT. THE COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY AMOUNT THAT EXCEEDS THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY THE PURCHASER FOR THE SUBJECT EQUIPMENT AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, CLAIMS OR LOST PROFITS, INCREASED COSTS OR LOSS OF USE. The foregoing limitation will expressly apply regardless of whether the Company is selling the Equipment for its own account or if the Company is brokering a sale on behalf of a third party. 9. Security Interests. As security for the full payment of the purchase price when due, the Purchaser hereby grants to the Company a security interest in the Equipment, together with all additions, accessions, products, substitutions and replacements thereof or thereto and all proceeds thereof. The Purchaser hereby authorizes the Company, and appoints the Company as its attorney-in- fact, on behalf of and at the expense of the Purchaser, to prepare, execute, and file all UCC financing and continuation statements, and amendments thereto deemed necessary or advisable by the Company to perfect, preserve and protect the security interest granted herein to the Company. 10. Controlling Law and Choice of Forum. These Terms and Conditions and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Indiana without regard to conflict of laws principles. Each of the parties hereto submits and consents to the jurisdiction of the U.S. District Court for the Southern District of Indiana or any state court located in Marion County, Indiana, in any action or proceeding arising out of or relating to these Terms and Conditions, agrees that all claims in respect of such action or proceeding may be heard and determined in such court, and waives any defense of inconvenient forum to the maintenance of any action or proceeding in such court. Each party also agrees not to bring any action or proceeding arising out of or relating to these Terms and Conditions in any other court. Each party expressly waives the right to a jury trial as to any issues arising out of or relating to these Terms and Conditions. 11. Assignment. These Terms and Conditions shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. No party may assign these Terms and Conditions or its rights or obligations hereunder without the prior written consent of the other party hereto. 12. Severability; Remedies; Waiver. In the event that any one or more provisions contained herein will be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby. The remedies contained herein are cumulative and in addition to any other remedies at law or equity. A party’s failure to enforce, or waiver of a breach of, any provision contained herein will not constitute a waiver of any other breach or of such provision. 13. Accord and Satisfaction. No payment by the Purchaser or receipt by the Company of a lesser amount than the amount due shall be deemed to be other than on account of the earliest amount charged to the Purchaser, nor shall any endorsement or statement accompanying any payment be deemed to work as an accord and satisfaction, and the Company may accept such check or payment without prejudice to the Company’s rights to recover the balance of such amounts due or to pursue any other applicable remedy whether provided in these Terms and Conditions or otherwise. 14. Attorney Fees. In the event that legal action or arbitration is brought to enforce the terms of these Terms and Conditions, the prevailing party or parties in any such legal action or arbitration will be entitled, in addition to any other rights and remedies it or they may have, to an award of the costs of the action or proceeding, including without limitation an award of court costs, reasonable attorney fees and reasonable expert fees incurred in preparation of trial, at trial and upon any appeal. IN WITNESS WHEREOF, the parties hereto have caused these Terms and Conditions to be executed by their duly authorized representatives as of _____________________. Indy Crossroads Equipment, LLC ___________________________ The “Company” the “Purchaser” By: __________________________ By: ________________________ Name: _________________________ Name: ______________________ Title: __________________________ Title: _______________________ 3283194_2

FOB Indianapolis, IN USA