Genesys Industries, Inc. Purchase Order Terms and Conditions

1. General. This Purchase Order is an offer by Genesys Idustries, Inc. (“Buyer”) to the seller listed on the
accompanying Purchase Order (“Seller”) and acceptance is limited to its provisions without additions, deletions, or
other modifications. Buyer will not be responsible for goods or services delivered without issuance of its standard
Purchase Order.

2. Acceptance. This Purchase Order may be accepted by delivering the goods or services by the specified delivery
date. This Purchase Order is limited to the terms and conditions: (i) specified herein; (ii) specified on the face of the
accompanying Purchase Order; and (iii) if applicable, specified in Buyer’s written agreement with Seller.
Acceptance of all or part of the goods or services shall not (i) waive Buyer’s right to cancel or return all or any
portion of the goods or services that do not conform to the Purchase Order; (ii) bind Buyer to accept future
shipments of goods or services; or (iii) preclude Buyer from making any claim for damages or breach of warranty.
All purchases are subject to inspection and rejection by Buyer notwithstanding prior payment. Rejected goods will
be returned at Seller’s expense for transportation both ways and all related labor and packing costs. No goods
returned as defective by Buyer shall be replaced by Seller without written permission of an authorized agent of
Buyer. Buyer may at any time, by written order, make changes within the general scope of this Purchase Order in
any one or more of the following: (i) drawings, designs or specifications;(ii) method of shipment or packing; and
(iii) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, the
performance of this Purchase Order, Seller may request an adjustment in the price or delivery schedule, or both,
and the Purchase Order shall be modified in writing accordingly upon agreement by the parties.

3. Compliance with Laws. Seller warrants to Buyer that the goods and services shall be provided, manufactured,
shipped, stored, and otherwise handled in strict compliance with all applicable laws, codes, ordinances,
regulations, executive orders, and industry standards.

4. Hold Harmless. Seller agrees to defend, indemnify and hold harmless Buyer, officers, directors, shareholders,
affiliated entity, employees, agents, representatives, successors and assigns (“Indemnitees”) from all losses,
liabilities, damages, and/or expenses which may be sustained or claimed against an Indemnitee: (i) arising out of
defective goods or negligent services hereby ordered; (ii) arising from injury to Seller employees while in the
course of providing goods or services to Buyer or affiliated entity; or (iii) based on a claim that the goods or
services supplied by Seller infringe a patent, copyright, or trademark or misappropriate a trade secret of a third
party. Seller shall, at the request of Buyer or affiliated entity, defend any such claim, action or lawsuit. If the goods
or services become, or in Seller’s opinion, are likely to become the subject of any infringement claim, Seller shall do
one of the following at Seller’s option and expense: (i) procure for Buyer the right to continue using the goods or
services; (ii) replace or modify the goods or services so that they become no infringing without losing functionality;
or (iii)terminate Buyer’s right to use the goods and/or services, whereupon Seller will refund to Buyer all amounts
paid for such goods or services. The indemnity under this Paragraph 4 shall survive delivery and acceptance of
goods and services and termination or expiration of this Purchase Order and/or Buyer’s written agreement with
Seller, if applicable.

5. Price. The price for goods and services ordered hereby shall be the lower of: (i) the price stated on the
accompanying Purchase Order or (ii) the written price quoted to Buyer prior to Purchase Order being sent.

6. Taxes. Buyer is a manufacturer and or reseller, and therefore tax exempt. It is the seller’s responsibility to
request the necessary tax-exempt certificate for any states the Buyer operates in if required to do so.

7. Delivery. Unless designated otherwise: (i) For Domestic Orders: all deliveries are F.O.B. Destination to the
location designated on this Purchase Order and (ii) For International Orders: all deliveries are Delivered Duty Paid
as defined by Incoterms from time to time. For both domestic and international orders, all risk of loss shall remain
with Seller until goods and services have actually been received and accepted by Buyer at the applicable
destination according to the terms and conditions of this Purchase Order. The goods or services ordered must be
received no later than the delivery date specified.

8. Quantities. Quantities of goods or services ordered may not be changed without the prior written approval of
Buyer. If the total or any portion of the goods received either exceeds or falls below the quantities ordered, Buyer
shall have the right to reject and return any such shipments or portions thereof at Seller’s expense for
transportation both ways and all related labor and packing costs.

9. Packaging and Shipping. All shipping containers shall be packed and packaged to: (i) ensure safe arrival to final
destination; (ii) secure the lowest transportation costs;(iii) comply with requirements of common carriers; (iv)
meet Buyer’s written instructions; and (v) meet the requirements of all applicable laws, ordinances, rules and
regulations. Each package or container shall be marked clearly to show this Purchase Order number, ship date, and
name of consignee and consigner. An itemized packing list shall be included in each container.

10. Invoices. Seller shall issue a separate invoice for each separate shipment. Each invoice shall include: (i) the
Purchase Order number; (ii) Buyer’s part numbers; and (iii) quantities shipped. Undisputed amounts shall be paid
within 30 days of receipt and acceptance of goods or services and a correct invoice. Delays in receipt of goods or
services, acceptance of goods or services, or a correct invoice will be just cause for Buyer to withhold payment
without losing discount privileges. Cash discounts, if any, shall be computed as commencing with receipt of the
invoice or goods or services, whichever is later.

11. Warranties. Seller warrants that the goods or services delivered, the packaging, labeling and sorting thereof,
any installation, repair, and maintenance of goods, and any other performance pursuant to this Purchase Order,
will: (i) be free of infringement of property rights of third parties, including without limitation, any patent,
trademark, trade name, copyright or right of publicity, or misappropriate any trade secret or violate any license or
any other rights;(ii) be free from defects in material and workmanship, be of even kind and quality and run without
variation; (iii) be of merchantable quality; (iv) be fit for the intended use of the Buyer, Buyer’s customers and any other
intended uses of such goods and shall be new and not refurbished (unless stated and approved); and (v) be of grade
and performance in conformity with all specifications, blueprints, designs, drawings, samples, models, descriptions,
instructions, and other items referred to in this Purchase Order. Seller also warrants that the goods or services to
be delivered hereunder were produced incompliance with all applicable requirements of the Fair Labor Standards
Act of 1938 as amended, including specifically Sections 206, 207, 212 and 215, and all regulations and orders of the
U.S. Department of Labor issued under Section 14 thereof. Seller shall maintain, solely at Seller’s cost and expense,
all licenses, permits, approvals, and the like necessary to conduct its business and perform its obligations under
this Purchase Order.

12. Inspection. Defective goods or services not in compliance with Buyer’s drawings, specifications or standards
may at any time be rejected even though such goods or services may have previously been inspected and
accepted. Without limiting any rights, it may have, Buyer at its sole option may require Seller, at Seller’s expense
to: (i) promptly repair or replace any or all rejected goods and/or services or (ii) refund the fees paid for any or all
rejected goods and/or services. All such rejected goods will be held for Seller’s prompt instruction and at Seller’s
risk. Rejected goods will be transported for return to Seller or destroyed at Seller’s cost. Nothing contained herein
shall relieve in any way Seller from the obligation of testing, inspection, and quality control. Payment for goods or
services prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims
Buyer may have against Seller or any other party.

13. Right to Cover. If Seller repudiates this Purchase Order or fails to make delivery within the time specified
herein, time being of the essence in connection with this Purchase Order (or, if no time of delivery has been
specified, within a reasonable time after acceptance by Seller) or if Buyer rightfully rejects the goods or services or
justifiably revokes acceptance thereof, then with respect to any and all goods or services involved, Buyer may
pursue any remedy available including, without limitation, cancellation of this Purchase Order in whole or in part.
In addition to recovering so much of the price as has been paid and irrespective of whether Buyer has cancelled
this Purchase Order, Buyer may “cover” and have damages as to all goods and services affected whether or not
they have been identified to this Purchase Order. Buyer may “cover” by making, in good faith and without
unreasonable delay, any reasonable purchase of or contract to purchase goods or services in substitution for those
due from Seller. Buyer shall recover from Seller as damages the difference between the cost of cover and the
contract price together with any incidental or consequential damages.

14. Limitation of Liability. Buyer’s liability to pay any amount to Seller for any reason shall not exceed the amount
Buyer has agreed to pay Seller for the goods or services. BUYER SHALL NOT BE LIABLE TO SELLER FOR ANY
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR COMMERCIAL LOSSES ARISING FROM THE PURCHASE OF
GOODS AND/OR SERVICES REGARDLESS OF THE CAUSE OF ACTION OR THE FORM OF THE CLAIM FOR DAMAGES,
AND EVEN IF BUYER IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Miscellaneous. Seller shall not assign this Purchase Order or any rights, nor delegate any duties to any third
party. Any attempt to do so will be void. This Purchase Order shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. Each party is an independent contractor of the other party.

16. Confidential Information. Buyer’s confidential and proprietary information includes, without limitation, its
business plans; business strategies; marketing plans; industry and competitive information; technology, product
and proposed product information; pricing and cost arrangements and agreements with Buyer, distributors,
customers, suppliers, licensers and licensees; information relating to its customer base; information concerning
employees and financial information. All such confidential and proprietary information shall (a) remain the
property of Buyer, (b) be carefully preserved and maintained by Seller at its expense, and (c) be promptly returned
to Buyer or satisfactorily accounted for upon completion of this Purchase Order or upon Buyer’s written demand.

17. Force Majeure. Failure of Buyer to take shipments of goods or receive services hereunder, if occasioned by fire,
explosion, flood, war, accident, interruption of or delay in transportation, labor trouble, governmental regulation,
or any other circumstances of like or different character beyond Buyer’s reasonable control, or if occasioned by
partial or complete suspension of operations at any of Buyer’s offices or other business locations, shall not subject
Buyer to any liability to Seller by reason thereof, but, at Buyer’s option, the total quantity covered by this Purchase
Order may be reduced by the extent of omitted shipments or services, or the specified delivery period may be
extended by a time equal to that during which shipments or services shall be so omitted and such shipments shall
then be made or services performed during the period of extension.

18. Affirmative Action. Seller shall comply with applicable federal regulations on affirmative action implementing
Executive Order 11246, as amended; Section 503 of the Rehabilitation Act of 1973, as amended; and the Vietnam
Era Veterans’ Readjustment Assistance Act of 1974, as amended. Buyer and Seller hereby incorporate the
requirements of 41 C.F.R. §§60-1.4(a)(7), 60-250.5(a) and 60-741.5(a), if applicable.

19. Federal Acquisition Regulation Clauses Incorporated by Reference. The following clauses from the Federal
Acquisition Regulation (“FAR”), 48 C.F.R. Chapter 1, as applicable and as in effect on the date of this order, are
incorporated by reference into this order. The full text of the below clauses is available at
http://www.acquisition.gov/far. Unless the context requires otherwise, in the text of the below clauses the term
“Contractor” means “Seller” and the terms “Contracting Officer” and “Government” mean “Buyer”: (a) Contractor
Code of Business Ethics and Conduct (FAR 52.203-13); (b) Utilization of Small Business Concerns (FAR 52.219-8);
(c)Equal Opportunity (FAR 52.222-26); (d) Equal Opportunity for Veterans (FAR 52.222-35); (e) Affirmative Action
for Workers with Disabilities (FAR 52.222-36); (f) Notification of Employee Rights Under the National Labor
Relations Act (FAR 52.222-40) (applies only if value of order exceeds $10,000 and will be performed wholly or
partially in the United States); and (g) Combating Trafficking in Persons (FAR 52.222-50).

20. Waiver. A waiver of any term, condition or default of this Purchase Order shall not be construed as a waiver of
any other term, condition, or default.

21. Entire Agreement. The Purchase Order represents the entire understanding between Buyer and Seller, shall
supersede all prior understandings and agreements relating to the subject matter hereof, and may be amended
only by written mutual agreement of the parties. In the event of a conflict between the terms and conditions of
this Purchase Order and any amendment thereto, the Purchase Order shall govern and control. Notwithstanding
the foregoing, the provisions of this Purchase Order will not supersede any provisions of any other previously
written agreement(s) that are currently in effect between the parties that govern the provision of the goods or
services that are the subject of this Purchase Order.

22. Governing Law. This Purchase Order shall be governed by and interpreted in accordance with the laws of the
State of Florida, excluding Florida conflict of law rules.