Cts Advanced Materials, LLC

4. PAYMENT: Payment terms are net thirty (30) days from date of invoice unless otherwise specified on the quotation. Payment is due in U.S. dollars via electronic funds transfer with no discount for earlier payment. A one and one-half percent (1.5%) monthly service charge, or the maximum permitted by applicable law, will be added for every month or part of a month that the amount due remains unpaid after its due date. Notwithstanding the foregoing, Seller may require advance payment or additional collateral from Buyer in the event: (a) Seller has reasonable doubt as to Buyer’s credit worthiness; (b) Seller determines in its sole discretion a substantial risk of its claim to payment exists due to declining assets of Buyer; or (c) Buyer is in arrears with respect to any payment owed Seller; and Buyer agrees to promptly provide to Seller all information reasonably requested by Seller to make such determinations. If Buyer becomes delinquent in payment, Seller shall have the immediate right, in addition to any other right it may have, without notice, to terminate the Agreement or otherwise cancel all or any part of any order or release, to recall or withhold further deliveries or performance, and declare all unpaid amounts for any Goods previously delivered immediately due and payable. Until the Goods have been paid for in full, Buyer or any agent of Buyer: (a) will hold the Goods subject to a security interest or lien in favor of Seller allowing for the right of re-possession by

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3. PRICE: Price quotations for the Goods shall remain valid only for the period of time specified in the quotation, but if no time period is specified, prices are subject to change without notice and Seller shall invoice Buyer for Goods based on prices in effect at the time of shipment. Prices are not subject to decrease for any reason, including, without limitation, prices charged for similar goods or services sold or otherwise quoted to other customers of Seller (including, without limitation, Buyer’s affiliates), any productivity, quality or other periodic price reduction programs, industry, commodity or other benchmarking activities, or Buyer’s receipt of a quotation for similar goods or services at lower price. Prices do not include supplying Buyer with prototypes, development, pre-production, evaluation samples, test data or service Goods. Prices may be adjusted by CTS due to increases in costs of Goods to CTS.

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11. LIMITED WARRANTY: Seller warrants to Buyer: (a) that Seller has good transferrable title to the Goods delivered, free and clear of liens upon receipt of final payment for such Goods; and (b) that at the time of delivery, the Goods delivered will conform in all material respects to the final material specifications issued or otherwise approved by Seller and set forth in the Agreement. Seller shall not be liable for a breach of the foregoing limited warranty unless: (i) Buyer gives written notice to Seller, describing the nonconformance in reasonable detail, within sixty (60) days following delivery or, if Buyer’s initial inspection of the Goods could not have uncovered the nonconformance, within seven (7) days of Buyer’s discovery of the nonconformance or when Buyer reasonably should have discovered the nonconformance, but in no event later than one (1) year following the date of delivery; (ii) Seller is given a reasonable opportunity to examine the Goods and Buyer (if requested to do so by Seller) promptly returns such Goods to Seller’s place of business for examination at Buyer’s cost; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are nonconforming in Seller’s sole discretion. Notwithstanding the foregoing, prototypes, development, pre-production and evaluation samples are provided “AS IS,” without warranty of any kind. SPECIFICALLY EXCLUDED FROM ANY WARRANTY OFFERED BY SELLER UNDER THE AGREEMENT ARE THE FOLLOWING, FOR WHICH SELLER SHALL HAVE NO LIABI

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25. CONFIDENTIAL INFORMATION: All non-public, confidential or proprietary information of Seller, including, without limitation, specifications, samples, patterns, designs, plans, drawings, documents, data, hardware, software, material formulations and compositions, manufacturing processes and methods, business operations, customer or supplier lists, pricing, discounts or rebates, disclosed or otherwise made available by Seller or its agents to Buyer, and any representations, compilations, analysis, and summaries of the foregoing, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, or observed or otherwise learned, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Agreement shall be held by Buyer in strict confidence and used solely for the purpose of doing business with Seller pursuant to the Agreement, and may not be otherwise used, disclosed or copied by Buyer unless authorized in advance by Seller in writing. Buyer shall restrict access to and limit disclosure of Seller’s confidential information to only those of Buyer’s employees, directors, officers, managers, and advisors with a need to know the information to accomplish the purpose of the Agreement, provided that they have been 8 instructed and are bound in writing not to disclose the confidential information or use it for any purpose other than as permitted under the Agreement; and provided further that Buyer shall at all

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