Terms and Conditions

OOBERHIGH LLC
TERMS AND CONDITIONS OF SALE

OoberHiGH LLC and Customer, in consideration of the mutual
covenants, agreements and provisions set forth herein and hereon, hereby agree
that the purchase of OOBERHIGH products shall be subject to and in
accordance with the following terms and conditions (hereinafter “Agreement”):

1. ORDERS FOR PRODUCTS

All Customer orders for Products shall be subject to the terms and conditions of this
Agreement and, if applicable, an authorized quotation issued by OOBERHIGH. Such
Customer order, if accepted by OOBERHIGH, shall have significance as a reference
document only. The parties hereby agree that the terms and conditions of this
Agreement shall govern and control the relationship between OOBERHIGH and the
Customer and that the terms and conditions contained in this Agreement herein shall
supersede the terms and conditions contained in a Customer-issued order.
OOBERHIGH reserves the right to refuse orders in its sole discretion, or to accept
such orders on a separate contract form or to limit the types and amounts of Products
ordered.

2. PRICES

Prices for Products shall be the then current prices for such Products in effect at the
time of OOBERHIGH’s acceptance of an order or in accordance with an authorized
and valid OOBERHIGH quotation.

Prices are exclusive of all charges or levies of any nature including all federal, state,
municipal or other governmental excise, sales, use, occupational or like taxes now in
force or enacted in the future and, therefore, are subject to an increase in amount
equal to any tax OOBERHIGH may be required to collect or pay upon the sale or
delivery of Products purchased. If a certificate of exemption or similar document is
required in order to exempt the sale from sales or use tax liability, Customer will obtain
and furnish evidence of such exemption at time of placement of order.

All prices are subject to adjustment on account of changes in specifications,
quantities, shipment arrangements, and the like or the inclusion of terms and
conditions which had not been part of any valid price quotation issued by
OOBERHIGH.

3. PAYMENT TERMS

Unless otherwise specified by OOBERHIGH in writing, payment terms shall be:
OOBERHIGH’s obligation to ship Products or otherwise perform hereunder shall be
subject to the then current policies as established by OOBERHIGH from time to time.
Further, OOBERHIGH reserves the right to require full or partial payments in advance
of any shipment or other performance, or to otherwise defer or decline to make
shipments under this Agreement and/or terminate this Agreement or any order
accepted hereunder without liability to Customer.

4. SHIPMENT

All Products furnished hereunder shall be shipped by OOBERHIGH, whereupon the
risk of loss, title in and right of possession of the Products and responsibility for all
transportation expenses shall pass to the Customer upon delivery to the carrier.
Subject to OOBERHIGH’s right to stop shipment of Products already in transit, such
carrier shall thereafter be deemed to be acting for Customer regardless of the carrier
used or the freight terms.

All shipments shall be prepaid and actual charges incurred shall be billed and shall be
due and payable to OOBERHIGH in accordance with OOBERHIGH’s regular payment
terms. (OOBERHIGH will not assume any liability in connection with such shipment
nor constitute any carrier as its agent.)

All shipping dates quoted or otherwise agreed to by OOBERHIGH are estimates
only. OOBERHIGH will use its best efforts to meet scheduled dates, but assumes no
liability for failure to do so.

5. FORCE MAJEURE

OOBERHIGH shall not be responsible for delays or non-performance directly or
indirectly caused by fires, labor troubles (including strikes and lockouts), wars,
embargoes, government regulations or restrictions of any and all kinds, expropriation
by Federal or State authority, interruption of or delay in transportation, inability to
obtain materials and supplies, excess of demand for products over the available
supply, accidents, explosions, act of God, pandemics, or other causes of like or
different character beyond OOBERHIGH’s reasonable control. In the event of delay
due to any such cause, time for delivery shall be extended for a period of time equal
to the duration of the delay, and Customer shall not be entitled to refuse delivery or
otherwise be relieved of any obligations hereunder.

6. LIMITED WARRANTY

OOBERHIGH warrants that Products, upon delivery to Customer, will conform to
OOBERHIGH’s specifications therefor and will be free from defects in workmanship
and material for a period of one (1) month from the date of shipment of such Products,
any such Products are shown to OOBERHIGH’s reasonable satisfaction not to be in
conformance with this warranty, OOBERHIGH, at its option, will repair or replace such
Products or refund the purchase price. In no event shall Products be returned to
OOBERHIGH without OOBERHIGH’s prior written consent. After one (1) month from
the date of shipment all Products are deemed accepted by the Customer if not

previously objected to. Parts, components or Products that are not manufactured by
OOBERHIGH shall be covered only by the warranty, if any, of the respective
manufacturer.

THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN
LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESSED OR
IMPLIED, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND ALL OTHER WARRANTIES ARISING FROM
COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED. THE
REMEDIES PROVIDED HEREIN ARE CUSTOMER'S SOLE AND EXCLUSIVE
REMEDIES FOR ANY FAILURE BY OOBERHIGH TO COMPLY WITH ITS
WARRANTY OBLIGATIONS. CORRECTION OF THE NONCONFORMITIES IN
THE MANNER AND FOR THE PERIOD OF TIME PROVIDED HEREIN SHALL
CONSTITUTE COMPLETE FULFILLMENT OF OOBERHIGH’S OBLIGATIONS
REGARDING DEFECTIVE PRODUCTS, WHETHER THE CLAIMS BY THE
CUSTOMER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE)
OR OTHERWISE.

7. INTELLECTUAL PROPERTY

A. OOBERHIGH may discontinue, without liability, delivery of Products if, in
OOBERHIGH’s opinion, their use would constitute patent, copyright, trademark or
trade secret infringement. If the use of Products is the subject of a claim or likely
to be, in OOBERHIGH’s opinion, the subject of a claim of infringement,
OOBERHIGH may, at OOBERHIGH’s option and expense:
i. Procure for Customer the right to use the Products previously
delivered;

ii. Replace such Products with equivalent noninfringing Products;

iii. Modify the Products so as to be noninfringing but equivalent; or

vi. Refund the purchase price (less a reasonable allowance for use and
depreciation).

B. OOBERHIGH makes no warranty against patent, copyright, mask work,
trademark or trade secret or other infringement by Products if designed to
Customers specifications or if used in combination with non-OOBERHIGH
supplied equipment or devices and if a claim, suit or action is based thereon,
Customer shall defend, indemnify and save harmless OOBERHIGH therefrom.

8. LIMITATION OF LIABILITY; EXCLUSIVE REMEDY

OOBERHIGH will not be liable to Customer under this Agreement, whether in
contract, in tort (including negligence) under any warranty or otherwise for any special,

indirect, incidental or consequential loss or damage, or loss of profits or revenues
even if OOBERHIGH has been advised of the possibilities of such damages. The
remedies set forth in Sections 6 and 7 of this Agreement are exclusive and
OOBERHIGH’s liability for damages to the Customer for any cause whatsoever,
including performance or non-performance by OOBERHIGH or Products provided
hereunder, regardless of the form of the action, under any warranty or otherwise will
be limited to the remedies provided therein.

9. CANCELLATION OR POSTPONEMENT BY CUSTOMER

Orders accepted by OOBERHIGH cannot be canceled or shipments postponed
except by written notice to OOBERHIGH. In the event that Customer cancels or
postpones an order(s) or any part thereof, OOBERHIGH’s standard cancellation or
postponement charges will apply.
10. INDEMNITY

Customer shall indemnify and hold OOBERHIGH harmless from all claims brought in
violation of Sections 6 through 8 of this Agreement, including all costs and attorney
fees incurred to defend such claims. Customer shall further indemnify and hold
OOBERHIGH harmless from all claims by third-parties for bodily injury or property
damage including all costs and attorney fees incurred in connection with the
investigation and defense of any claims related to or arising out of the design,
manufacture, sales, installation, ownership, maintenance or use of the Products
regardless of the third-party claimant’s theory of recovery including, but not limited to,
negligence, breach of warranty and strict liability.

11. GOVERNING LAW; EXCLUSIVE JURISDICTION AND VENUE

This Agreement and any order accepted hereunder shall be governed by and
interpreted, construed and enforced in accordance with the laws of the state of
Colorado and the venue and jurisdiction for any matter arising from or related to a
transaction and the performance thereof shall lie exclusively in the courts located in
the state of Colorado. The parties hereby submit to the jurisdiction of the state and
federal courts in Colorado.

12. ASSIGNMENT

Customer shall not delegate any duties or assign any rights or claims under this
Agreement without OOBERHIGH’s prior written consent, and any such attempted
delegation or assignment shall be void.

13. COMPLIANCE WITH LAWS

Customer understands and agrees that this Agreement and all Products purchased
hereunder are subject to all laws, regulations, orders or other restrictions that may
now or hereafter be imposed by the government of the United States or any agency

thereof, including but not limited to all regulations relating to the sale, export, re-export
or redistribution of equipment.

14. GENERAL

A. If any of the provisions of this Agreement are invalid under any applicable
statute or rule of law, such provisions are, to that extent, deemed omitted, but
this Agreement and the remainder of its provisions shall otherwise remain in
effect.

B. No provisions of this Agreement shall be deemed waived, amended or
modified by either party, unless such waiver, amendment or modification is in
writing and signed by the parties.

C. The waiver of one default under this Agreement shall not be deemed a
waiver of subsequent or similar defaults.

D. Each order under this Agreement shall be treated as a separate contract
and default by either party arising out of a particular order shall not constitute or
be deemed to constitute a default of any other order or this Agreement itself. No
lawsuit, regardless of form, arising out of this Agreement may be brought more
than two years after the cause of action occurs.

THESE TERMS AND CONDITIONS SHALL SUPERSEDE AND TAKE
PRECEDENCE OVER ALL PROPOSALS, CUSTOMER PURCHASE ORDERS OR
ANY OTHER WRITTEN OR ORAL COMMUNICATIONS BETWEEN THE PARTIES.
RECEIPT BY THE CUSTOMER OF PRODUCTS HEREUNDER SHALL BE DEEMED
CONCLUSIVE EVIDENCE OF CUSTOMERS AGREEMENT THAT THE
PURCHASE, USE AND POSSESSION OF PRODUCTS IS GOVERNED
EXCLUSIVELY BY THESE TERMS AND CONDITIONS.