ENVIRONMENTAL LIGHTS

SUPPLIER TERMS AND CONDITIONS

1. ACCEPTANCE OF ORDER – Your (“Seller”) (a) execution of a Purchase Order or any release or revision related hereto issued by ADVANCED LIGHTING CONCEPTS, LLC D/B/A ENVIRONMENTAL LIGHTS (“Buyer” and, together with Seller, the “Parties”) or mutual written agreement with Buyer to provide goods, materials and/or services (“G&S”) to Buyer (collectively, “Order”), (b) commencement of work on the G&S to be purchased under the applicable Order, (c) shipment of the goods covered under the applicable Order or (d) failure to raise any issues with the terms herein or in the applicable Order within 30 days of receipt, whichever occurs first, shall be deemed Seller’s acceptance of the terms herein and the applicable Order. SELLER’S ACCEPTANCE IS LIMITED TO ACCEPTANCE OF THE EXPRESS TERMS OF THE APPLICABLE ORDER AND THE TERMS HEREIN AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER OR ANY ATTEMPT BY SELLER TO VARY THE TERMS THEREOF OR HEREOF, AND SUCH ADDITIONAL, DIFFERENT OR VARIED TERMS ARE EXPRESSLY REJECTED BY BUYER. In the event of any disagreement between the terms of an Order and the terms contained herein, the terms in the Order shall govern.

2. WARRANTIES – Seller hereby covenants, warrants and represents to Buyer, its successors, assigns, and customers that all G&S shall: (a) conform to the terms herein and in the applicable Order and/or all applicable samples, drawings, standards, specifications, performance criteria and any other description requested, furnished or provided to or adopted by Buyer; (b) be free from defects in materials and workmanship; (c) be merchantable, safe and appropriate for the purpose for which G&S of the applicable kind are normally used; (d) together with their packaging, labeling and accompanying materials, be properly contained, packaged, marked and labeled; (e) be fit for the particular purpose for which Buyer intends to use the G&S; (f) not infringe the rights, including intellectual property and other proprietary rights, of any third parties; and (g) with respect to services, be performed diligently in a good and workmanlike manner by qualified personnel to the highest professional standards. Seller further covenants, warrants and represents that no liens or encumbrances shall attach or apply to any G&S. If Seller is not the manufacturer of a good, then Seller, to the extent permitted by law, hereby assigns, and shall take all other steps necessary to transfer or assign, the rights and benefits of any representations, warranties, and obligations of a manufacturer or manufacturer’s agent, if any, to Buyer, and shall otherwise allow Buyer to assert claims directly under such representations, warranties, and obligations and, upon Buyer’s reasonable request and at Buyer’s expense, Seller shall assist Buyer in exercising its rights under any such representation or warranty or obligations to the manufacturer or the manufacturer’s agent, except that Seller shall not accept or agree to the terms and conditions of a manufacturer or a manufacturer’s agent that deem such representations, warranties or obligations nontransferable or that disclaim liability for direct, special, consequential, or other indirect, or commercial damages.

3. COMPLIANCE WITH LAWS – Seller shall comply with, and the G&S shall comply with and/or be provided and performed in compliance with, all applicable local, municipal, state, federal, national and international or other political subdivision laws, rules, regulations, regulatory guidance, ordinances, injunctions, decrees, settlement agreements, including all building and environmental requirements or any other regulations and ordinances relating to the delivery, receipt or use of the G&S (collectively, “Laws”), including obtaining any necessary licenses or permits for the G&S, in connection with the applicable Order. Seller covenants that it will not take or permit any action that will either constitute a violation under, or cause Buyer to be in violation of, any anti-corruption Laws (including the United States Foreign Corrupt Practices Act) or United States sanctions or export controls. Without limiting the generality of the foregoing, Seller covenants, represents and warrants that neither it, nor any of its suppliers nor any agent, or other person acting on its behalf (i) has been or is designated on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC), or any similar list of sanctioned persons issued by the European Union or His Majesty’s Treasury or any other relevant governmental authority administering sanctions, (ii) is a national or citizen of, organized under the laws of, or resident or operating in any country or territory which is itself the subject of country-wide or territory-wide sanctions, including, but not limited to, Iran, Cuba, Syria, North Korea, or Crimea, or the so-called Donetsk People’s Republic or Luhansk People’s Republic in the territory of Ukraine, or (iii) is owned or controlled by any persons described in clauses (i) and/or (ii) of this sentence (persons described in clauses (i), (ii) and/or

(iii), collectively, “Sanctioned Persons”). In connection with any Order, Seller will not procure G&S from

4. ACCEPTANCE BY BUYER – G&S shall be subject to acceptance by Buyer, which means the determination by Buyer, in its reasonable judgment, that such G&S perform, are not defective and/or are completed in accordance with the terms herein and the applicable Order. If any G&S are not acceptable, then Buyer will notify Seller in a writing (including email) that specifies the problems, non-compliance, or deficiencies (such nonconforming or underperforming G&S, “Nonconforming G&S”). In addition to any other rights available to Buyer, including Buyer’s rights and remedies at law or equity, upon Buyer’s rejection or revocation of acceptance of G&S or Seller’s failure to meet the terms herein and of the applicable Order in whole or in part, Seller shall issue to Buyer a credit, along with an associated credit memorandum, for all amounts paid by Buyer for the development of the Nonconforming G&S and for any other G&S provided by Seller that are dependent upon, co-dependent with, or related to the Nonconforming G&S, including any inbound freight/duties paid by Buyer. Acceptance of G&S and/or waiving of any tests thereof shall in no way relieve Seller of the responsibility for furnishing G&S meeting the requirements of the terms herein and the applicable Order, or of any responsibility regarding defects which may be discovered. Buyer may also choose to replace any Nonconforming G&S from any other source, and Seller will reimburse Buyer for any incremental costs incurred by Buyer (cover damages) to purchase such replacement G&S. In addition, Buyer may, at Seller’s risk, return to Seller nonconforming goods and/or goods supplied in excess of quantities ordered and may charge Seller for all expenses related thereto. Unless specified otherwise, all G&S delivered hereunder shall not be in excess of the quantity ordered. If any goods are the subject of any order or requirement pursuant to any Laws requiring either Buyer or Seller to recall, replace, repair or otherwise take back all or any part of the G&S provided under the applicable Order, or if Buyer or Seller reasonably determines that it is necessary to conduct a voluntary recall (in either case, a “Recall”) prior to any such order or requirement, Seller shall be responsible for all liabilities associated with the Recall, including transportation and/or destruction of the goods subject to the Recall and all costs of the recalled G&S. Seller shall fully cooperate with Buyer in its implementation of any Recall and shall comply with Buyer’s reasonable requirements regarding Recalls and shall provide all quality and production data reasonably requested by Buyer with respect to recalled goods within 24 hours of Buyer’s request.

5. COMPLETION / SHIPPING / RISK OF LOSS – Time is of the essence for all Orders. If the G&S are not delivered by the date, if any, stated in the applicable Order, Buyer may, without liability, terminate or reschedule the applicable Order by notifying Seller, which notice shall be effective upon receipt as to goods and materials not yet shipped and/or services not yet rendered. Seller shall prepare and pack for shipment all goods in accordance with good commercial practices. Buyer will not pay charges for packing, crating, shipping or delivery, unless otherwise stated herein. If Seller must ship in a more expensive manner than specified herein to comply with Buyer’s required delivery date, Seller shall pay all increased costs, unless Buyer solely causes the necessity for and agrees to pay the increased costs. All Orders shall be prepared, shipped and delivered in accordance with the applicable Incoterms® mutually agreed upon by the Parties.

6. PRICE / INVOICES / SET OFF – The price set forth in the applicable Order is firm and is the total amount due from Buyer for the G&S, including taxes or any other charges agreed upon by Buyer, subject to adjustment for any rebates or credits described therein. Buyer shall not be responsible for any amount above the total amount expressly stated in the applicable Order. Invoices shall be submitted to Buyer immediately upon shipment of the goods or performance of the services. Payment terms, including applicable Incoterms®, shall be as agreed between the Parties. If Buyer has a claim against Seller resulting from the applicable Order or any other transaction, Buyer may deduct or set off such disputed amounts from Seller’s invoice and only authorize payment for the undisputed amounts. Seller is responsible for remitting all applicable taxes in taxing jurisdictions where Seller has an obligation to collect and remit tax.

7. CHANGES – Buyer may, at any time prior to delivery, change the specifications for the G&S and delivery thereof. Seller will accept any changes, provided that if a change increases or decreases the cost or time required for performance, the Parties will equitably adjust and modify the terms hereof or in the applicable Order in writing accordingly. Seller shall inform Buyer in advance of any material change, intentional or otherwise, to the G&S, including changes in composition, quality specifications, manufacturing processes, labeling, functionality, safety, manufacturing locations, and any suppliers or subcontractors. Upon notice of any change, Buyer may cancel the applicable Order. Any revisions to an Order, price or otherwise, must be in writing and approved by Buyer.

Sanctioned Persons or deliver to Buyer any G&S in which any Sanctioned Person has an interest.

8. CUSTOM G&S – Seller hereby agrees that it will not, without the prior written consent of Buyer, market, sell or distribute to anyone other than Buyer any G&S that are uniquely developed for or with Buyer, including, but not limited to, those G&S for which Buyer submits to Seller custom drawings, specifications or configurations for development and production. For the avoidance of doubt, Seller shall not share such custom drawings, specifications or configurations, other than in the ordinary course of facilitating the provision of the G&S to Buyer hereunder, with anyone other than Buyer without Buyer’s express written consent.

9. INDEMNIFICATION – Seller shall indemnify and hold Buyer and its officers, directors, employees, agents, successors, and assigns (individually and collectively, “Indemnitee”) harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including attorneys’ fees), incurred by any of them, arising from or in connection with (a) actual or alleged infringement of any patent, copyright, trademark, service mark, trade secret, or similar property right conferred by contract or by common law or by any law of any country or jurisdiction alleged to have been incurred because of or relating to any G&S; (b) personal injuries, death or damage to property of the Indemnitee or third parties caused by Seller; (c) any amounts, including taxes, interest and penalties, assessed against any Indemnitee that are the obligation of Seller; (d) Seller’s breach of its obligations, representations, warranties or covenants hereunder, including failure to comply with applicable law; (e) labor claims that any employees, agents, subcontractors or similar of Seller may bring against any Indemnitee; (f) any Recall related to any G&S; and (g) any Indemnitee’s or other third party’s use or distribution of the G&S or Seller’s provision of the G&S so long as not caused by Buyer’s sole and exclusive gross negligence or willful misconduct. No settlement of a claim by Seller shall be entered into without the consent of the Indemnitee, as applicable, which consent will not be unreasonably withheld. Seller’s obligations under this Section shall not be limited by or to the liability insurance requirements herein; rather, it is the express intent of the Parties that Seller’s obligations hereunder, including this Section, shall extend to the entire amount of any liability, damage or expense covered hereunder. Such indemnification rights shall not be deemed to be the exclusive remedies of an Indemnitee under an Order but shall be in addition to all other rights and remedies available at law or equity to such Indemnitee. Indemnitee may, at its sole option, elect to control or participate in the defense of any claim that is indemnifiable hereunder, and Seller will reimburse the Indemnitee for all reasonable and customary expenses related thereto, including attorneys’ fees.

10. INSURANCE – During the term of each Order, Seller shall obtain and maintain, from an insurer having an A- rating or better, a comprehensive general liability and product liability insurance policy in an amount not less than two million dollars ($2,000,000) per occurrence relating to injuries and damages arising or resulting from the manufacture, sale and use of the G&S. Buyer and its affiliates shall be named as additional insureds on such policy. Seller shall provide to Buyer, on request, evidence of such insurance and of evidence that such insurer has agreed to provide Buyer with not less than thirty (30) days’ notice of any cancellation or material change to such policy. The amount and type of insurance coverage requirements herein will in no way be construed as limiting Seller’s scope of indemnification.

11. CONFIDENTIALITY / PUBLICITY – Seller shall treat as Buyer’s “Confidential Information” all non-public information provided by Buyer, all specifications or other documents prepared by Seller in connection herewith, the fact that Buyer has contracted to purchase G&S from Seller, and all other non-public information relating to an Order. Without Buyer’s prior written consent, Seller shall not (a) disclose any Confidential Information to any other person or entity; (b) use Confidential Information for any purpose other than as reasonably necessary to perform its obligations under an Order; (c) announce, publicize or discuss with third parties the subject matter of any Order; (d) include Buyer’s name, service marks or trademarks in any marketing materials; or (e) disclose that Buyer is Seller’s customer. The foregoing provisions shall be subject to the terms of any other written agreement executed by the Parties relating specifically to confidentiality, non-disclosure and/or publicity of the applicable G&S.

12. COMPLIANCE WITH CODE OF CONDUCT – Seller acknowledges and agrees that it shall abide by the terms of the Environmental Lights Vendor Code of Conduct, a copy of which has been made available to Seller.

13. TERMINATION FOR CONVENIENCE – Upon notice to Seller, Buyer may terminate an Order or any part thereof, at any time prior to any delivery thereunder, solely for its convenience, and in such case, Buyer will only pay Seller an amount equal to a percentage of the Order price reflecting the amount of work performed or goods delivered prior to Seller’s receipt of Buyer’s notice. Upon receipt of Buyer’s notice, Seller shall immediately stop and cause all suppliers and subcontractors to stop all performance hereunder.

14. TERMINATION FOR CAUSE – In addition to Buyer’s other rights and without liability, upon notice to Seller, Buyer may terminate an Order, or any part thereof, for cause in the event of any default by Seller of the terms or conditions of the applicable Order, including no delivery, late delivery, delivery of nonconforming or defective goods, and/or Seller’s failure to provide Buyer, upon request, with reasonable assurances of performance. Buyer may also terminate for cause thereunder if Seller becomes insolvent, is adjudicated bankrupt, files a voluntary petition in bankruptcy, makes an assignment for the benefit of creditors, or seeks protection from creditors under Laws. Upon receipt of Buyer’s notice, Seller shall immediately stop and cause all suppliers and subcontractors to stop all performance hereunder.

15. LIMITATION OF LIABILITY / STATUTE OF LIMITATIONS – BUYER SHALL NOT BE LIABLE FOR ANY LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR PENALTIES OF ANY KIND. BUYER’S LIABILITY FOR ANY CLAIM ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY ORDER OR FROM PERFORMANCE OR BREACH THEREOF SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE G&S OR UNIT THEREOF GIVING RISE TO THE CLAIM. SELLER MUST COMMENCE ANY ACTION AGAINST BUYER ARISING FROM THE APPLICABLE ORDER WITHIN ONE YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES.

16. GOVERNING LAW / DISPUTE RESOLUTION – ALL ORDERS SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH the internal laws of the State of New York (without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any other jurisdiction). The Parties expressly agree that the UN Convention on Contracts for the International Sale of Goods does not apply. Any dispute, controversy, or claim arising out of or relating to any Order or the breach or termination hereof or under an applicable Order shall be settled by binding arbitration conducted by JAMS (“JAMS”) in accordance with JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”). The arbitration shall be heard by one arbitrator to be selected in accordance with the Rules. The arbitration shall take place in New York, NY. Judgment upon any award rendered may be entered in any court having jurisdiction thereof. Within seven (7) days after appointment, the arbitrator shall set the hearing date, which shall be within ninety (90) days after the filing date of the demand for arbitration unless a later date is required for good cause shown. In addition to all other relief, the arbitrator shall have the power to award reasonable attorneys’ fees and costs to the prevailing party. Notwithstanding the foregoing, the Parties expressly agree that the agreement to arbitrate in this Section shall not limit Buyer’s ability to seek and receive emergency injunctive relief from a court of competent jurisdiction.

17. ASSIGNMENT / GENERAL CONDITIONS – No Order nor any rights or obligations under any Order may be assigned, delegated, or otherwise transferred by Seller, directly or indirectly, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Buyer. All Orders shall inure to the benefit of and be binding upon the Parties hereto and to their respective successors and permitted assigns. No failure or delay by either party in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder. The waiver of any provision of an Order must be in writing and executed by the party granting such waiver. If any provision of an Order is held invalid or unenforceable, then that provision shall be limited to the extent enforceable, or severed, and will not affect the validity and enforceability of the remaining provisions. Those obligations or responsibilities contained in the applicable Order which are continuing in nature shall survive the expiration or termination of the applicable Order. Unless specifically provided otherwise in an Order, all notices, amendments, modifications, agreements, consents, approvals, authorizations or other communications required or permitted by such Order shall be in writing.

18. ENTIRE AGREEMENT – Except as provided herein or as otherwise agreed upon between Seller and Buyer in a separate, fully executed, signed agreement relating to the subject matter hereof or of an Order, the applicable Order and any documents referenced therein constitute the entire agreement between the Parties regarding the G&S provided under such Order and supersede the Parties’ prior agreements, understandings, and discussions. Orders may not be modified by any document issued by Seller or by the Parties’ course of dealing or performance, custom or usage, but only by a writing signed by both Parties. In the case of a conflict with the applicable Order, the terms of such fully signed writing will prevail. In the event of a conflict between the terms of the applicable Order and Buyer’s manually populated terms accompanying such Order, Buyer’s manually populated terms will govern.

19. RELATIONSHIP BETWEEN THE PARTIES – Seller agrees it shall perform its obligations hereunder as an independent contractor. Nothing contained herein shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between Seller and Buyer