SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC

Seller is engaged in the business of, among other things, designing, developing, manufacturing, assembling, marketing and selling motor vehicles and other products such as engines and related components, parts and/or accessories;

Buyer is engaged in the business of, among other things, manufacturing and selling performance sport boats (“Boats”); and

Buyer desires to purchase from Seller, and Seller desires to manufacture and sell to Buyer, Engines for use in Buyer’s Boats.

when a reference is made in this Agreement to a Section or Exhibit, such reference is to a Section of, or an Exhibit to, this Agreement unless otherwise indicated;

the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

any law defined or referred to herein or in any Agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified, or supplemented, including by succession of comparable successor Laws;

references to a Person are also to its permitted successors and assigns; and

the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

During the Term and subject to the terms and conditions of this Agreement, Seller will sell to Buyer the Engines as described in Exhibit 2.1, as may be amended from time-to-time, only for use in the Buyer’s Boats. Buyer agrees to submit Purchase Orders, as provided in Section 5.3 of this Agreement, for purchases of Engines and, so long as the Buyer is not in breach of

It is anticipated that the annual volume of Engines to be supplied and purchased under this Contract will not exceed 7,000 units per year. Should Purchaser request to purchase units in addition to 7,000 per year, the Parties will separately discuss potential capacity increases.

The Engines will meet the specifications as attached in Exhibit 2.1.

Buyer will be responsible for the integration of Engines into marine applications; and Seller will have no responsibility or liability with respect to the integration of the Engines into the Buyer’s Boats.

Seller reserves the right, in its sole discretion, to cancel production of the Engines to be supplied to Buyer under this Agreement based on market conditions. In the event that Seller cancels production of Engines pursuant to this Section 2.6, Seller will provide at least eighteen (18) months advance written notice (the “Cancellation Notice”) to Buyer. This Agreement will terminate eighteen (18) months after Seller delivers the Cancellation Notice to Buyer. During this eighteen (18) month period between the delivery of the Cancellation Notice to Buyer and the termination of this Agreement, the Parties will continue to perform their obligations in the ordinary course as required under this Agreement and will work in good faith to take reasonable actions to allow for a mutually agreeable transition upon the termination of this Agreement which could include opportunities for Buyer to bank Engines for Buyer's purchase (i.e., to purchase additional Engines during such eighteen (18) month period in excess to any previously projected purchases); provided, however, any such banking would need to comprehend the allocation of Engines to Buyer on a pro rata basis based on Buyer's prior purchases.

The Engines will be manufactured using Seller’s manufacturing system, validation requirements, and quality systems. Notwithstanding the foregoing, any obligations with respect to warranty, quality, disruption of supply, and damages will be in accordance with the specific terms of this Agreement.

Seller will perform quality control of the Engines in accordance with its then-current quality control procedures. The Parties will work together on details surrounding quality assurance aimed at improving overall quality.

Seller will be solely responsible for determining manufacturing location and providing the floor space, equipment, personnel, and working capital required to manufacture the Engines. In case of a planned change of the manufacturing location Seller will provide Buyer reasonably advanced notice and execution thereof will be managed through the NOC Process.

Seller may, upon reasonable notice to Buyer, subcontract its manufacturing and assembly requirements for the Engines. Seller will remain responsible for its obligations under this Agreement.

Unless otherwise agreed in writing, Buyer will not become the owner of any production equipment or tooling used in the manufacture of the Engines.

The Parties will follow the forecast and ordering requirements for the Engines as set forth in the annual Pricing Package. No later than (6) six months prior to the start of production of each applicable model year, Buyer will provide Seller an estimated, non-binding forecast for the upcoming and remaining model years under this Agreement. Buyer will provide Seller forecast updates in accordance with the Pricing Package.

Buyer and Seller’s manufacturing facility sourcing the Engines will establish respective single points of contact for scheduling communication and coordination for the manufacture and delivery of the Engines.

Seller and Buyer will use manual or electronic Purchase Orders to communicate with respect to the Engines, including ship-based schedules, order forecast information and shipping notification (unless an alternative process as agreed by the Parties is in place).

No pre-printed or standardized terms and conditions of purchase or sale used by Buyer or Seller will be applicable, unless specifically and expressly agreed to in writing by the Parties

Except as provided herein or otherwise agreed in writing, all deliveries under this Agreement will be FCA (as defined in Incoterms 2010 as published by the International Chamber of Commerce) Seller’s manufacturing location. Title to the Engines will pass to Buyer and responsibility of Seller for loss or damage to the Engines will cease upon FCA delivery.

Seller will prepare packing specifications for the Engines. Such packing will be suitable for transportation, loading and unloading so as to prevent the Engines from rust condition and damage for delivery to Buyer. Seller will be the owner of all packaging (including returnable racks and containers) unless otherwise agreed by the Parties.

Periodically Buyer and Seller will cooperate to schedule and implement an inventory of all containers. Buyer is responsible for any damage or loss related to packaging incurred while the packaging is in the possession of the Buyer or its carrier or any of its other service providers.

If returnable racks and containers are used, Buyer is responsible for all freight and any other costs to return racks and containers to the location Seller delivered them to the Buyer and to manage the returned racks and containers of Seller consistent with Seller’s schedules for production of the Engines.

The Party responsible for container procurement will be responsible for repair and replacement of damaged or lost containers and racks; however, the responsible Party will be reimbursed by the other Party when the damage or loss occurred when in the possession or control of such other Party or any of its service providers. Buyer will bear any cost of maintaining the racks and containers in good condition.

If Buyer cannot return the containers or racks to Seller within a reasonable time period after shipment of the Engines, Buyer will notify Seller of such delay, the cause and corrective actions, and the estimated date of return, and will be responsible for any related costs, including, but not limited to, storage fee, incurred by Seller due to the delay.

Labeling of containers will be in accordance with GM 1724 Shipping & Parts Identification Standard (A,B,C), such standard being available on GM Supply Power, unless otherwise agreed upon by the Parties. Any unique labeling requirements driven by local regulations must be followed after review by the Parties. If the local regulations requiring unique labeling are a result of requirements attributable solely to Buyer, Buyer will be responsible for all related costs to provide labels that deviate from, or in addition to, the GM Standard. Otherwise, the costs of any unique labeling will be borne equally by both Parties.

Labeling of product (for example engine engraving or bar code identification or emission parts type number identification for certification) will be in accordance with the GM 1738 Global Transport Label Standard unless otherwise agreed by the Parties. The Parties will agree on the best method for implementing any unique labeling requirements. If the local regulations requiring unique labeling are a result of requirements attributable solely to Buyer, then any additional costs will be met at Buyer’s expense and will be agreed by the Parties. Otherwise, the costs of any unique labeling will be borne equally by both Parties.

Buyer will pay the Engine prices specified in Exhibit 7.1. Pricing will be communicated to Buyer annually in the Pricing Package.

Prices will be exclusive of any applicable sales or other similar tax, if any, that is required by law to be added to the sales price.

Buyer will pay for the Engines in US dollars. Net 25 prox terms will apply, which means that payment is to be made by the 25^th day of the month following the month of shipment; provided, if the 25^th day is a public holiday or weekend, payment must be made on the next business day. One invoice and one delivery note will be issued for each shipment of Engines. Payment terms and trade credit limit are subject to Buyer meeting Seller’s regular credit standards.

Banking information and applicable contact information will be as set forth in the Pricing Package.

Except for the warranties set forth in Article 11, the Parties agree that the Engines are supplied as-is and Seller will be under no obligation to make any changes to the Engines for Buyer. Buyer is buying the Engines as-manufactured by Seller.

Any component changes to the Engine from Seller will be communicated to Buyer in accordance with the Notice of Change Process (“NOC Process”) set forth in Exhibit 9.2.

Breakpoints for any requested change will be coordinated between the Parties, including appropriate consideration of the impact on inventory and scrapping cost.

In the event Seller discontinues the manufacture or production of Engine dress parts, Seller shall provide Buyer with prompt written notice of such decision, and will provide Buyer with the opportunity to effect a one-time or all-time purchase of a reasonable quantity of such Engine dress parts.

Seller warrants that the Engines sold under this Agreement will (a) be free from defects in materials or workmanship; (b) comply with the applicable Engine specifications set forth in Exhibit 2.1, for each Engine purchased hereunder; and (c) be free and clear of any liens or encumbrances. This warranty period for each Engine commences when Buyer takes ownership and ends on the earlier of (i) when the such Engine successfully passes through the Buyer’s final quality inspection or (ii) one year after Buyer takes ownership of the Engines. Buyer’s exclusive remedies for breach of warranty are those outlined in Article 12. The warranty will not apply to any Engines that were (i) improperly integrated into the marine applications of engines by or on behalf of Buyer, (ii) damaged through misuse, negligence, accident, or improper handling, maintenance, or application after delivery to Buyer under this Agreement, (iii) lost or damaged during transportation from place of delivery to Buyer’s manufacturing facility, or (iv) repaired or altered by or on behalf of Buyer without Seller's prior written consent.

EXCEPT AS OTHERWISE PROVIDED EXPRESSLY IN THIS AGREEMENT OR IN THE PRICING PACKAGE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER WILL NOT BE LIABLE TO BUYER ON ANY CLAIM OF NEGLIGENCE OR MANUFACTURER’S STRICT LIABILITY ON ENGINES OR PARTS THEREOF SOLD TO BUYER EXCEPT IN CASE OF SELLER WILLFUL MISCONDUCT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SELLER ASSUMES NO OBLIGATIONS OR LIABILITIES, AND SELLER HAS AUTHORIZED NO OTHER PERSON OR PARTY TO ASSUME FOR IT ANY OBLIGATIONS OR LIABILITIES, IN CONNECTION WITH SUCH ENGINES OR PARTS THEREOF.

EXCEPT IN THE CASE OF INTENTIONAL MISCONDUCT, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF AGREEMENT OR WARRANTY, ALLEGED NEGLIGENCE OR OTHERWISE, WILL EITHER PARTY BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ENGINES OR OTHER EQUIP-MENT, COSTS OF SUBSTITUTE EQUIPMENT OR PARTS, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES.

Buyer will submit to Seller a claim in writing for any Engines that (i) have been incorrectly included by Seller in a shipment to Buyer, (ii) have been omitted by Seller from a shipment to Buyer as a result of a short delivery or (iii) fail to meet the standards set forth in Section 11.1.

Claims under Sections 12.1(i) and 12.1(ii) must be submitted to Seller within forty-five (45) days of Buyer taking ownership of the Engines. Claims under Section 12.1(iii) must be submitted to Seller within one year of Buyer taking ownership of the Engines. Any claim not submitted within the periods stated above is barred from any remedy, except that if the submission of a claim is delayed due to an event of Force Majeure, the period of submitting such claim is extended for the duration of such event of Force Majeure.

To the extent that Seller accepts a particular claim, Seller will authorize repair, replacement, or provide credit to Buyer’s account for such defective, short shipped, wrongly shipped or damaged Engines. Seller’s only obligation under this Agreement is to provide a credit or repair or replace the part(s), at Seller's reasonably exercised option and expense, including the cost of the Engines or parts and transportation, including freight, insurance, and customs duty to the warehouse designated by Buyer.

If Seller reasonably decides to authorize the repair of the Engines by Buyer, then (i) Seller’s quality standard for such parts will apply, and (ii) repair rates at currency per hour and labor times will be mutually agreed upon before commencement of the repair work. Rework by Buyer on defective Engines will be carried out in accordance with the following procedure:

Seller gives official rework authorization (by model) to Buyer, and Buyer will perform or assign the third parties to perform the rework subject to the authorization;

Seller provides the instruction and any necessary training of Buyer’s technicians for rework;

Seller provides the list of necessary repair parts; and

Seller gives a clear definition of the scope of rework to be carried out by Buyer (including which parts are authorized).

If Seller reasonably decides to replace defective Engines or component parts, then Seller will be responsible only for the cost of the Engines or parts and transportation, including insurance, freight and customs duty to the warehouse designated by Buyer.

Buyer will contact its assigned Powertrain Regional Quality Manager to report and resolve problems.

In case the non-conformance to the warranty set out in Section 11.1 originates from a part or component supplied by a supplier of Seller, Buyer will provide Seller with reasonably requested assistance and support, including any documents, information, witnesses, technical experts and any other support which may assist Seller to pursue a claim for compensation against the supplier.

The Parties recognize that, as a result of integration of the Engines into marine applications, for which Buyer will be solely responsible as well as other issues, the Engines may perform differently in a marine environment than in other vehicles and applications. As a result, a Field Issue may exist on Engines used in some applications that may not exist in other applications. Each Party will have the right, at its sole discretion, to institute any Field Action investigation and Buyer will have the right, at its sole discretion, to institute any Field Action in relation to the Engines it purchases under this Agreement that are incorporated into the marine application of Engines. The Parties agree to put into place internal policies, procedures and practices for the investigation and resolution of Engine quality issues that could lead to a Field Action. If a Party elects to institute a Field Action investigation which may lead to a Field Action decision, then the instituting Party will notify the other Party as soon as possible prior to instituting any Field Action, but not less than three business days prior to that Party’s anticipated Field Action decision.

The Parties agree to cooperate with respect to any Field Action investigation, including, but not limited to, exchanging relevant field and other information, at the discretion of the Parties acting in good faith. Notwithstanding this Section 13.2, either Party can require the Parties to enter into a confidentiality agreement before sharing such field and other information.

Buyer will be responsible for all costs associated with any Field Action initiated by Buyer that results solely from the integration of Engines into marine applications. Seller will be responsible for all costs associated with any Field Action initiated by Buyer or Seller that results solely from Seller’s failure to cause the Engines to be free from defects in materials or workmanship.

Buyer will be responsible for the defense and all costs of product liability claims and litigation involving or brought against either Party resulting solely from the Buyer’s integration of Engines into marine applications, whether based on negligence, strict liability or any other legal theory for (i) damage to property (ii) personal injury or (iii) death, except to the extent that such product liability claims and litigation relate solely to Seller’s failure to cause the Engines to be free from defects in materials or workmanship.

With respect to any actual, potential, or threatened claim described in Section 13.4 above, the Parties hereby agree to (i) communicate and cooperate with each other and, if required, with the appropriate insurance carrier, to the fullest extent reasonably possible in investigating the facts and circumstances surrounding the claim and in litigating the matter; (ii) refrain to the fullest extent reasonably possible from taking positions adverse to the interests of each other; and (iii) not, except in enforcement of any rights under this Agreement, institute any claim, action or proceeding, whether by cross claim, third party claim, interpleader or otherwise, against each other.

With respect to field product quality issues, the Parties agree to work together to resolve the quality issues.

Buyer will defend, indemnify and hold harmless Seller and its Affiliates, directors, officers, employees and agents (collectively, the “Indemnified Party”) from and against any and all suits, actions, claims, judgments, debts, obligations or rights of action of any nature or description, (other than product liability and recall claims, which shall be governed by Sections 13.1 to 13.6, inclusive) (collectively, “Claims”) and all costs, including attorneys’ fees, incurred by Seller and its Affiliates in connection therewith, arising out of or relating to the Engines resulting from Buyer’s actions, including Buyer’s integration of Engines into the marine applications and Buyer’s promotion, marketing, distribution, sale and servicing of Engines; provided, however, this Section 13.7 will not apply to Claims to the extent resulting solely from Seller’s failure to cause the Engines to be free from defects in materials or workmanship. Seller will notify Buyer of any such Claim, promptly in writing upon receiving notice or being informed of the existence thereof. Upon such notice from the Seller, Buyer will promptly take such action as may be necessary to protect and defend, at its sole discretion and in its sole control, the Indemnified Party against such Claim, and will indemnify the Indemnified Party against any loss, costs or expenses incurred in connection therewith. Buyer shall not be liable for any settlement of any such Claim effected without its written consent.

Buyer will obtain and maintain pursuant to the terms of this Agreement, at its sole expense, the following types of insurance coverage, with minimum limits as set forth below:

Commercial General Liability covering liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and contractual liability - $10,000,000 each occurrence.

Commercial Product Liability insurance - $10,000,000 each occurrence.

Business Automobile Liability covering all owned, hired, and non-owned vehicles - $5,000,000 each occurrence, including all statutory coverages for all states of operation.

Workers Compensation - statutory limits for all states of operation.

Employers Liability - $1,000,000 each employee for bodily injury by accident and $1,000,000 each employee for bodily injury by disease.

An “Event of Force Majeure” means, with respect to any Party, any event beyond the reasonable control of such Party that prevents or materially delays or impairs the ability of such Party to perform its obligations under this Agreement, including (i) any act of God, natural disaster, or war, (ii) any strike, lockout, or labor dispute at the plant of such Party or its relevant suppliers, (iii) any shortage of electrical power at the facilities of such Party or its relevant suppliers which materially affects the production of Engines or Service Parts or (iv) any act or omission of any government authority (including failure to approve Agreements within a commercially reasonable time period), which materially affects the production of Engines or Service Parts.

If one Party is wholly or partially prevented from performing its responsibilities stipulated in this Agreement by reason of an Event of Force Majeure, it will (i) notify the other Party in writing as soon as reasonably practicable after the occurrence of such Event of Force Majeure, (ii) during the duration of an event of Force Majeure the Parties will use reasonable efforts to mitigate damages, to the extent possible and (iii) the affected party will take appropriate means to minimize or remove the effects of the Event of Force Majeure and, within the shortest practicable time, attempt to resume performance of the obligation affected by the Event of Force Majeure. If an Event of Force Majeure occurs, the affected party will not be obligated to perform the affected obligations during such period and the other Party will not be obligated to pay for any services or Engines not delivered.

In case of an Event of Force Majeure, the allocation of Engines in short supply during the time of such Event of Force Majeure, or the allocation of capacity as production recovers from the Event of Force Majeure, will be the subject of good faith negotiations between the Parties, and could include temporary arrangements for Buyer to purchase comparable Product from another party while the Force Majeure continues.

This Agreement will have an Effective Date of November 14, 2016, and will continue in force for a term of seven (7) years (the “Term”), unless otherwise noted herein.

Either Party may terminate this Agreement in the event of the happening of a material breach by the other Party of performance of such other Party’s material obligations under this Agreement, which breach has not been remedied or waived within sixty (60) days following receipt by such other Party of written notification of the breach. For the avoidance of doubt, undisputed payment obligations will be considered to be material obligations under this Agreement.

Either Party may terminate this Agreement immediately if (a) the other Party voluntarily enters into bankruptcy or similar proceedings, or (b) the other party involuntarily enters into bankruptcy or similar proceedings and such involuntary proceedings are not vacated or nullified within fifteen (15) days after being instituted.

Termination of this Agreement will not affect any liability, which (i) has arisen prior to such termination, or (ii) may arise after such termination, based on transactions made prior to such termination, or any obligations which are to survive termination as noted herein. Upon any termination of this Agreement by Seller pursuant to Section 15.2 because of Buyer’s breach of this Agreement or Section 15.3 because of Buyer’s bankruptcy or similar proceeding, Buyer shall be responsible to pay the reasonable, documented direct costs incurred by Seller solely as a result of its production of Engines pursuant to this Agreement.

Seller shall fulfill all orders of Buyer which were placed by Buyer and accepted by Seller prior to the notice of termination, unless such termination is by Seller in accordance with Section 15.2 due to Buyer’s failure to pay undisputed amounts due from Buyer to Seller pursuant to this Agreement, or Buyer’s bankruptcy or similar proceeding under Section 15.3.

Except as may be provided in a separate written agreement, neither Seller nor Buyer will use or authorize the use of any trademarks or trade names or other distinctive marks or signs owned by the other or its Affiliates or any mark, name, word, or sign which so nearly resembles any of the foregoing marks, names, words, or signs as to be likely to cause confusion or mistake or to deceive the public.

Buyer is aware, understands and fully accepts that, through this Agreement, it will not acquire any Intellectual Property rights in the Engines. Seller is aware, understands and fully accepts that, through this Agreement, it will not acquire any Intellectual Property rights in the Buyer’s integration of Engines into marine applications.

No Party may assign its rights or interests under this Agreement or delegate its duties hereunder without the prior written consent of the other Party; provided, however, that any Party may assign its rights or interests under this Agreement or delegate its duties hereunder to its Controlled Affiliates without the prior written consent of the other Party. “Controlled Affiliates”, for purposes of this Article 20, is defined as (i) in the case of Seller, any corporation, association or other business entity (including a partnership, joint venture, limited liability company or similar entity) of which Seller (or its successors and assigns) beneficially owns more than 50% of the total voting power of such entity and (ii) in the case of Buyer, any corporation, association or other business entity (including a partnership, joint venture, limited liability company or similar entity) of which Malibu Boats, Inc., a Delaware corporation (or

Any purported assignment or transfer of this Agreement by a Party in violation of this Section 20 shall entitle the other Party to terminate this Agreement upon thirty (30) days written notice, subject to a final accounting for good sold and received.

Upon a Change of Control of Buyer, either Party shall be entitled to terminate this Agreement upon written notice to the other Party that such Party intends to terminate this Agreement on the date that is eighteen (18) months from the date of the Change of Control, subject to a final accounting for goods sold and received; provided, that upon the Buyer providing written notice to the Seller of a potential or completed Change of Control of Buyer, each Party must provide written notice to the other Party to terminate this Agreement within thirty (30) days of the Seller receiving notice of a potential or completed Change of Control of Buyer by notifying the other Party in writing of its intent to terminate this Agreement on the date that is eighteen (18) months from the date of the Change of Control, it being understood that if no written notice of termination is provided by either Party within such thirty (30) day period, this Agreement shall continue in accordance with its terms and neither Party shall have the right to terminate under this Section 20.3 after such thirty (30) day period expires. “Change of Control”, for purposes of this Article 20, is defined as any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act of 1934) becoming the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act of 1934), directly or indirectly, or more than 50% of the total voting power of Buyer.

This Section 20 does not apply to assignments to successors in interest, upon which this Agreement shall be binding.

Nothing in this Agreement will give rise to an agency or partner relationship or otherwise create any rights in either Party to act as a legal representative of the other Party for any purpose. Neither is granted any express or implied right or authority to assume or to create any obligation on behalf of or in the name of the other or its Affiliates, or to bind them in any manner whatsoever.

Unless otherwise agreed herein, Buyer and Seller will each be solely responsible for any and all expenditures, obligations or responsibilities made, incurred or assumed by it in preparation for performance or in the performance of its obligations under this Agreement.

The Parties will cooperate in securing any government approvals or permits required to effect the transactions contemplated by this Agreement.

Unless otherwise agreed by the Parties, Seller will be responsible for securing any licenses or permits and paying any duties or fees required to export Engines from their country of manufacture. Buyer will be responsible for securing any licenses or permits and paying any duties or fees required to import Engines into the country of Buyer or to import Engines into any other country or jurisdiction. Failure of Buyer to fulfill any such responsibility will not relieve Buyer of any obligations to Seller in connection with any such Engines purchased by Buyer.

Buyer will present this Agreement to appropriate government agencies for registration, if required. Buyer will pay all costs and expenses incidental to such presentation, and to the preparation, execution and stamping, if any of this Agreement.

There are no other agreements or understandings, either oral or written, between the Parties affecting this Agreement or relating to the supply of the Engines, except as otherwise specifically provided or referred to in this Agreement. For the purpose of clarification, it is expressly agreed that no general terms and conditions will apply to the sale of the Engines hereunder.

Except as otherwise provided in this Agreement, no agreement between the Parties which is at variance with any of the provisions of this Agreement or which imposes definite obligations upon either Party not specifically imposed by this Agreement or which is intended to be effective or performed following the expiration or other termination of this Agreement and

This Agreement, including, but not limited to, its validity, interpretation, performance, effects, derivatives and consequences, is governed by the laws of the State of Delaware, USA, without reference to the conflict of laws principles thereof. Each Party consents, for purposes of enforcing this Agreement, to personal jurisdiction, service of process and venue in any state or federal court within the State of Delaware having jurisdiction over the subject matter. Both Parties acknowledge that the United Nations Convention on Agreements for the International Sale of Goods does not apply to the transaction contemplated under this Agreement.

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT.

Before the filing of any claim in any court (except in cases where a Party is threatened with irreparable harm and seeks injunctive relief), a Party will serve on the other (a) written notice of the claim, specifying the exact amount claimed and the provision of this Agreement or other authority for the claim; and (b) a copy of all supporting documents.

FOB Point: FCA – INCOTERMS 2010 - St. Catharines, Ontario (*****); Brighton, MI (*****)

Packaging: Returnable

Customer responsible for returnable packaging freight to FOB point

Aluminum Fluctuation – ***** will be subject to adjustment due to aluminum price fluctuation of more than 5%. Adjustments to the agreed prices will be yearly based on changes to the AL LME-NASAAC Cash Settlement Price

Samples requested prior to GM MY SOP:

If requested after GM Pilot Stage (typically 3-6 months prior to MY SOP): Production price

If requested prior to GM Pilot Stage: TBD