EQUIPMENT MASTER SUPPLY PURCHASE ORDER AGREEMENT This Equipmenf Masfer Supply Purchase Order Agreemenf (hereinaffer ?Agreemenf? or is enTered info on The 7Th day of April, 2020, by and beTween Global HealThcare ProducT SoluTions, LLC, a Delaware limiTed liabiliTy company, wiTh The regisfered address of 919 NorTh Markef STreeT, SuiTe 950, Wilmingfon, DE 19801 (?Seller?) and The California Governor's Office of Emergency Services wifh The address of 3650 Schriever Avenue, Mafher, CA 95655 (?Buyer?) (collecTively ?parTies"). RECITAI. WHEREAS, in 2020, The of California (The Buyer), The UniTed STaTes, and mulTiple key confinenfs around The world are combaTing The rapid spread of The deadly pandemic known as The Novel Coronavirus or (The ?Pandemic"): WHEREAS, despiTe The currenT sTaTe of The Pandemic around The world as of April 7, 2020, The parTies agree They are capable of performing all obligafions under This Agreemenf; WHEREAS, The Seller makes and sells cerTain equipmenf used in The healThcare indusTry, including surgical masks, N95 masks, KN95 masks, hand saniTizers, infrared Thermomefers, and oTher producfs: The Seller?s eauipmenf is viTal To reducing and miTigaTing The spread of The Pandemic in affecfed regions such as The Buyer?s region: WHEREAS, The Buyer desires To procure large quanTiTies of cerTain subsefs of Seller's healThcare indusTry eauipmenf, including, wiThouT limiTaTions, surgical masks and N95 masks, in order To use The producTs To combaT The Pandemic in California; WHEREAS, Buyer will supporf Seller?s efforTs To obTain The NaTional lnsTiTuTe for Occupafion SafeTy and HealTh cerTificaTion for The N95 masks purchased under This Agreemenf: WHEREAS, The Buyer enTers info This Agreemenf pursuanT To Governor Newsom's March 4, 2020, of Emergency Proclamafion for and does so as an emergency proTecTive measure To proTecT The public healTh and safeTy; AGREEMENT NOW. THEREFORE In consideration of the foregoing and the mutual covenants herein contained. and for. other good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: i. EQUIPMENT AND PRICING- Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the Seller equipment ("Equipment") as Set forth in Exhibit A at the pricing as set forth in Exhibit 2. N95 CONTINGENCY The purchase of N95 masks under this Agreement is contingent upon Seller obtaining the National institute for Occupation Safety and Health certification by April 30 2020 for the N95 masks purchased under this Agreement unless both parties agree in writing to extend this due date. - PAYMENT METHOD. When Buyer is making payment to Seller. Buyer will make payment by bank wire transfer to the bank account below: Receiving Bank: Bank Address: Beneficiary: 'Giobdl He'eithcare Product Solutions LLC Beneficiary Address: 1800 S. Figueroa Street Los Angeles CA 90015 Bank Account Number: Bank Routing Number (Domestic Wires):? in the event that Seller is required under this Agreement to transfer money to Buyer. Seller will make payment by bank'wire transfer. BUyer will provide details for such transfer as needed. 4. DELIVERY. Schedule 8. Location. Delivery will be made In accordance to the schedule stated in Exhibit (?Delivery Schedule"). The delivery location for tho E'aui ment will be either or. (together. the "Delivery Location"). The Equipment will be Shipped via air carrier by Seller. The delivery term will be 2020 to the Delivery Location, at which time risk of loss one! title will pass to Buyer. Time .Seiier will use its best business efforts to achieve en? time delivery consistent With the Delivery Schedule. 5. ACCEPTANCE. All Equipment ordered by Buyer may be subject to delivery' . acceptance inspection and testing by the Buyer or its authorized representatives at the Delivery Location. Buyer will give written notice of rejection of Equipment delivered within three business days after receipt of Equipment at the Delivery Location. Such notice of rejection will state the respects in which the Equipment does not substantially conform to specifications stated in Exhibit A. If the Buyer does not provide such notice of rejection within three business days after the Equipment arrives in the United States, such Equipment will be deemed to have been accepted. Acceptance by the Buyer will be final and irreversible, except as it relates to latent defects, fraud. and gross mistakes amounting to fraud. Subject to this Agreement, Buyer?s . acceptance will not. be construed to waive any warranty rights [if any) that the Buyer may have at law or under this Agreement with respect to any - nonconformity. 6. INVOICE PAYMENT. Invoicing Procedure. Unless otherwise specified, all invoices arising from this agreement will be sent in paper farmat to: - The Governor's Office of Emergency Services Attn: Accounting Unit 3650 Schriever Avenue Mather. CA 95655 and in digital format to: . - BYDinvojce@caloesQca.gov. Paper invoices will be submitted in triplicate and will include the Agreement number. I Timin?a Payment of Invoices. - (lj Manner of Remittina the Prebavment. Buyerwill make a prepayment to Seller within three business days from the date Buyer executes this Agreement. Manner of Remittina Purchase Order Payments. During the term of this Agreement. Seller will invoice Buyer in accordance to this Section 6. twice a week on every Monday and Thursday. and payment will be made on the business day following such invoicing date. Invoice payments made on Tuesday of each week will be payment for Purchase Order deliveries made during each of the previous four Calendar days. and invoice payments made on Friday of each week will be payment for-Purchase Order deliveries made during each of the previous three calendar days. Buyer will pay Seller. in the - manner prescribed in Section 3 ?Payment Method". At the end of this AgreemenT?s Term, if There are any unpaid Purchase Order deliveries, such invoices will be paid in full wiThin five (5) business days. Timely Paymenfs. BoTh parTies undersTand and agree ThaT Seller 5 confinued performance under This AgreemenT' Is confingenT upon The Timely paymenT of iTs Invoices when due. 7. TERM TERMINATION. Lean. This Agreemenf will commence upon The full execuTion of This AgreemenT and will conTinue Through The. end of June 2020 (This firsf Term and The relaTed delivery and paymenT obligafions will be known herein as ?Bafch BuVer?s OpTion To ExTend' Term. Buyer will have The opTion To exercise a righT To exTend This AgreemenT for addiTional one?monTh Terms, aT The same uniT price as seT forTh in ExhibiT A, for a maximum of Two addiTional monThs. Buyer agrees To provide ThirTy [30) calendar days of advance wriTTen noTice To Seller of Buyer' 5 inTenT To exercise This opTion (These Two opTional subsequenT Terms and The relaTed delivery and paymenT obligafions will be known herein as ?BaTch and ?Bafch respecTiver) Seller's Riahf To TerminaTe for Convenience. .If There are no pending or unfulfilled Purchase Orders ouTsTanding, or Buyer has noT exercised The righT To exTend This Agreement Seller may aT ifs sole discreTion, and wiThouT any furTher liabiliTy or penalTy, TerminaTe This Agreemenf by sending wriTTen noTice of Terminafion To Buyer and such noTice will be effecTive immediaTely ("Seller's RighT To TerminaTe for Convenience?). Buver's RiahT To TerminaTe for Convenience. The Buyer may TerminaTe This AgreemenT (in parT or in whole) for any reason by delivering a wriTTen noTice of Terminafion for Buyer?s convenience To Seller seven (7) calendar days in advance of The effecTive daTe of Buyer's TerminaTion for convenience (?Buyer's TerminaTion for Convenience? or ?EffecTive DaTe of The Buyer's Terminafion for Convenience?). On The EffecTive DaTe of The Buyer's TerminaTion for Convenience, and excepT as direcTed by The Buyer, The Seller will immediaTely proceed wiTh The following obligafions: STop work as specified in The Buyer?s Terminafion for Convenience: (ii) Place no furTher subconTracTs for maTerials, Services, or faciliTies., excepT as necessary To compIeTe The confinued Iporfion of The AgreemenT; Use ifs besT business efforTs To TerminaTe all subconTracTs To The exTenT They relaTe To The work TerminaTed; 4 (iv) Use its best business efforts to settle all outstanding liabilities and Termination settlement proposals arising from termination of subconhacb; and, I Remit and refund To Buyer The entire prepayment less payment for accepted Equipment On the Effective Date of the Buyer 3 Termination for Convenience Buyer will have the following obligations: Within Three business days of delivery, inform Seller In writing The portion of The Equipment order under This Agreement The Buyer intends to Terminate; and, I [ii] Buyer will pay The contract price for any completed Equipment that - has been delivered and accepted in accordance With This Agreement. - For The avoidance of doubt, in .The event that Buyer exercises Buyer's Termination for Convenience, Buyerwill continue to procure and pay for The contracted Equipment in accordance with This Agreement until The Effective Date of The Buyer's Termination for Convenience. The rights and remedies of either party under This Section 7_ are in addition to any other rights and remedies provided by law or under This Agreement. 8. FEES AND TAXES. Unless otherwise stated herein or in an applicable Purchase Order, Seller will pay for fees and taxes in accordance with The delivery Term described herein. Unless otherwise required by United States law, Buyer Is exempt from Federal excise Taxes. Buyer will only pay State of California or local sales or use Taxes on Equipment supplied under This Agreement, as applicable. 9. FORCE MAJEU RE. Neither Seller nor Buyerwill be responsible to perform under This Agreement as a result of acts beyond its reasonable control including, without limitation, acts of God, fire, flood, earthquakes or other man made or natural disasters, outbreak of disease, acts of war or terrorism or crime, shortage of power supply, transportation or other utility service, governmental action, labor disputes, or civil unrest [each a .?Force Majeure Event"l. The affected party will, as soon as reasonably practicable after the occurrence of any such Force Majeure Event, provide written notice to the other party of the nature and extent of any such Force Majeure Event; and use reasonable efforts To 5 remove'any such causes and resume performance under this Agreement as soon as reasonably practicable. If performance is not reasonably practicable within seven (7) calendar days, then the other party may then terminate this Agreement'by written notice to the affected party. IO. LIMITS ON LIABILITY. To the maximum extent permitted by law, the parties agree as follows: (I) Liability. Seller?s maximum liability (however caused) arising from this Agreement will in no event exceed all amounts actually paid by Buyer to Seller for the particular Purchase Order in dispute under this Agreement. (2) Conse'quential Damages. In no event will Seller be liable for any consequential, special, incidental, indirect, or punitive damages, including without limitation lost . profits, whether the claim is based on contract, tort, strict liability, or any other - theory of law or equity, even if advised of the possibility of such damages. I I. LIMITS ON WARRANTY. Seller warrants that Equipment furnished hereunder will conform to the Equipment specifications stated in Exhibit A upon their arrival at the Delivery Location ("Specifications"). Outside of the foregoing Specifications, Seller (0) makes no warranties or representations, either expressed or implied, as to the Equipment (or any of the Equipment?s parts or accessories) provided for under this Agreement and makes no warranty of merchantability or fitness of the Equipment provided for under this Agreement for any particular purpose. . l2. AFFILIATE GUARANTEE. Subject to the reqUirernents in this Agreement, in the event that Seller breaches a Guaranteed Material Obligation (defined below) under this Agreement, and such breach is unexcused and not remedied within seven (7) calendar days, BYD Motors LLC, a subsidiary of BYD Co., Ltd., will guarantee Seller's performance under this Agreement (the ?Guarantor?). For the purposes of this Section, ?Guaranteed Material Obligation" will exdusively mean the following: Sellers fails to obtain NIOSH certification for N95 masks by April 30, 2020; or, (ii) Seller materially fails to deliver the N95 masks as specified in Exhibit B. Solely to the extent that the Seller is unable to fulfill the Guaranteed Material Obligations in accordance to this Section, Guarantor will step in to assume the obligations of Seller under this Agreement and, as applicable, fulfill the Guaranteed Material Obligations or take responsibility forSeller's liabilities arising the same, including, as applicable, any Seller liability to refund some or all of the Buyer's prepayment amount under this Agreement. 13. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement of the parties hereto All prior agreements, whether oral or in writing, are superseded. No waiver or modification of this Agreement will be effective unless' In writing and signed by both parties. 6 l4 WAIVER OF RIGHTS. Any acfion or inacfion by eifher The Seller or Buyer or failure fo enforce any righf or provision of The Agreemenf will nof be consfrued as a waiver by eifher Seller or Buyer of ifs righfs hereunder and will nof prevenf eifher Seller or Buyer from enforcing such provision or righf on any fufure occasion The righfs and remedies are cumulafive and are in addifion To any ofher righfs or remedies fhaf are available of law or in eauify. I5. BINDING ON SUCCESSORS AND PERMITTED ASSIGNS. This Agreemenf will nof be assignable by eifher The Seller or Buyer in whole or in parf wifhouf wriffen consenf of The parfies. This Agreemenf will be binding upon and inure fo fhe benefif of any successors and permiffed assigns of fhe parfies herefo. 16. NOTICES. All nofices and correspondence herein, provided by one parfy fo fhe ofher parfy, will be deemed To have been fully given when made in - wrifing and: 'deposifed in The Unifed Sfafes Mail, cerfified and posfage prepaid or senf via an alfernafe commercial overnighf delivery service (Le. FedEx or similar) wifh receiver's signafure required; and, (2) wifh a carbon copy senf via elecfronic mail, addressed as follows: Seller: Global Healfhcare Producf Solufions, LLC 919 Norfh Markef Sfreef, Suife 950 Wilmingfon, DE 19801 Affenfion: Legal Deparfmenf wifh a copy fo fhe Guaranfor: BYD Mofors, LLC 1800 Figueroa Sf. Los Angeles, CA 90015 Affenfion: Legal Deparfmenf e?mail: nofices@byd.com Buyer: California Governor's Office of Emergency services. Affenfion: Legal Deparfmenf . 3650 Schriever Avenue Mafher CA 95655 . - e? ?mail: BYDinvoice@caloes. ca .gov . The address fo which nofices and correspondence will be mailed fo eifher parfy may be changed by giving wriffen nofice fo'fhe ofher parfy. l7. GOVERNING DISPUTE RESOLUTION. This Agreement will be interpreted and construed solely in accordance with'the laws of the State of California without regard to its choice of law principles. Any controversy or claim arising out of or relating to this Agreement, or'the breach thereof, will exclusively be settled by arbitration administered by the American Arbitration Association (or by mutual agreement JAMS) in accordance with its Commercial Arbitration Rules. and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration will be Sacramento, California. The number of arbitrator(s) will be one (I Seller will pay for the dispute resolution organization's standard and customary initiation fee required to initiate the arbitration with that organization. not to exceed $6000. even in the circumstance where the Buyer is initiating arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will be entitled to issue injunctiVe and other equitable relief. A party may apply to any court with jurisdiction for interim or conservatory relief, including .without limitation a proceeding to compel arbitration. The parties agree to arbitrate all disputes arising from this Agreement on an individual basis (and in strict accordance to this paragraph) and each party waives the right to participate in a class action lawsuit against the other party. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. - l8. HEADINGS. Headings at the beginning of each section are solely for the convenience of the parties and will not be considered when interpreting this Agreement. 19. If any of the provisions of this Agreement are prohibited by or held invalid under applicable lavvs or regulations of any jurisdiction in which this Agreement is sought to be'enforced, then that provision will be considered inapplicable and omitted but will not invalidate the remaining provisions. 20. SURVIVAL. All provisions regarding Section to (Limits on Liability). Section I 1 (Limits on Warranty), SeCtion 13 (Entire Agreement; Waiver). Section 14 (Waiver of Rights) Section 15 (Binding on Successors and Permitted Assigns) Section 16 (Notice) Section 17 [Governing Law: Dispute Resolution) Section 19 (Severability) Section 32 (Rights and Remedies) Section 41 (Access to Records) Section 43 (Compliance with Federal Law Regulations and Executive Orders) and. this Section 20 (Survival) will survive any termination of this'Agreement. 2i. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 22. INDEPENDENT CONTRACTOR: Seller and fhe agenfs and employees of Seller, in fhe performance of This Agreemenf, will acf in an independenf capacify and nof as officers or employees or agenfs of fhe Buyer. 23. COMPLIANCE WITH STATUTES AND REGULATIONS: Seller warranfs and cerfifies fhaf in The performance of fhis Agreemenf, if will comply in all maferial respecfs, wifh all applicable sfafufes, rules, regulafions and orders of The Unifed - Sfafes and The Sfafe of California and agrees fo indemnify The Buyer againsf any fhird-parfy claims, loss, cosf, damage or liabilify [fogefher ?Claims?) occurring due fo Seller?s violafion of fhis Secfion 23?Compliance wifh Sfafufes and Regulafions?. '24. POWER AND AUTHORITY: The Seller warranfs fhaf if has full power and aufhorify fo enfer info The Agreemenf and will hold fhe Buyer harmless from and againsf any fhird-parfy claims loss, cosf, liabilify, and expense-[including reasonable afforney fees) arising ouf of any breach of fhis Secfion 24 ?Seller' 3 Power and Aufhorify? orinfringemenf of any pafenf, copyrighf, andforfrade secref. 25. AFFILIATE POWER AND Guaranfor warranfs if has full power and aufhorify fo guaranfee fhi?s Agreemenf. 26. SUBSTITUTIONS: Subsfifufion of Equipmenf may nof be fendered wifhouf advance wriffen consenf of The Buyer. Sellerwill nof use any specificafion in lieu of Those confained in The Agreemenf wifhouf wriffe-n consenf of fhe Buyer. 27. NEWLY MANUFACTURED EQUIPMENT: All Equipmenf furnished under fhis Agreemenf will be newly manufacfured Equipmenf; used or recondifioned Equipmenf Is prohibifed 28. COVENANT AGAINST GRATUITIES: The SellerWOrranfs no grafuifies (in We form of enferfainmenf, giffs, or ofherwise] were offered or given by fhe Seller. or any agenf or represenfafive of The Seller,-fo any officer or employee of The Buyer wifh a View foward securing fhe Agreemenf or securing favorable freafmenf wifh respecf To any deferminafions concerning fhe performance of The Agreemenf. For breach or violafion of This Secfion 28 ?Covenanf Againsf Grafuifies?, The Buyer will have fhe righf fo ferminafe fhe Agreemenf, eifher in whole or in parf. 29. SWEATFREE CODE OF CONDUCT: Sweaffree Code of Conducf. Seller declares under penalfy of perjury fhaf no apparel, garments or corresponding accessories, Equipmenf, maferials, or supplies furnished fo fhe Buyer pursuanf fo The Agreemenf have been "produced in whole or in par?r by sweafshop labor, forced labor, convicf labor, indentured labor under, penal sancfion, abusive forms of child labor or exploifafion of children in sweafshop labor, or with fhe . 9 benefiT of sweofshop Idbor, forced labor, convicf ldbor, indenTured lobor under pendl soncfion, obusive forms of child labor or exploiToITion of children in swedfshop ldbor. Seller furfher decldres under penolfy of perjury They odhere To The Swedffree Code of Conducf ds sef forTh on The Cdlifornid of .lndusfridl Reldfions websife locdfed CIT and Public Confrocf Code SecTion 6108. Records. Seller ogrees To cooperdfe fully in providing redsondble dccess To iTs records, documenTs, dgenfs or employees, or premises if redson'dbly required by quThorized officiols of The Buyer, The Deporfmenf of IndusTrileeldfions, or The Deporfmenf of JusTice To deTermine Seller?s complidnce wiTh The requiremenfs under Secfion 29(0) ?Sweoffree Code of Conducf?; - 30. Monufo'cTUring Audifs. The Buyer reserves The righT To uTiIize Cl Third represeanTi-ve To dudiT Seller's monufdcfuring fdciliTy dnd/or conducT source inspecTion of Equipmenf of The end of The producfion line. Reporfing. Seller will keep complefe, Timely occurdfe records, including, buT noT limifed To incoming mdferiol quoIliTy, in?process yield, ouTgoing qu'oIliTy, regulofory compliance, producfion schedules, moITeriol shorfdges ond shipmenf Seller will provide The Buyer wiTh on?line occess To such records and. will provide wriTTen reporfs To The Seller 013 requesTed. 32. - RIGHTS AND REMEDIES. (d)Should Seller "foil To obfoin The cerTificoTion required in Secfion 2 Confingency", Seller will no ldTer Thon May 8, 2020, refund To Buyer The Buyer' 3 enTire prepoymenf To Seller for The N95 mosks. In The evenf Buyer rejecTs Equipmenf pursuoInT To Secfion 5 in whole or in porf, due To nonconformiTy, Buyer may choose, of ifs sole discreTion, one of The following: Seller will, wiThouT expense To Buyer, immediofely re-pldce all such rejecfed Equipmenf wiTh ofher Equipmenf conforming To The Agreemenf, of Seller's sole expense; or (ii) Seller will, wiThin five (5) business days of Buyer?s rejecTion of Equipmenf, refund Cl? opplicoble porTions of The monies paid To Seller for such nonconforming Equipmenf, inclUding pro? ?roTed prepoymenf, for rejecfed Equipmenf (c)SubjecT To SecTion 7[d) ?Term Terminofion?, in The evenT Buyer exercises Buyer's Terminofion for Convenience, follOwing The EffecTive Ddfe of The Buyer?s Terminofi?on for Convenience, Seller will, wiThin Three business Theredffer, remif, Through wire To Buyer, on enTire refund of all monies Buyer poid To Seller, including any 10 prepayment or advancement of funds, under this Agreement, less payment for delivered and accepted Equipment. -(d)Subject to Section 9 ?Force Majeure?, if either party terminates this Agreement as a result of a Force Majeure Event, Seller will, within three- business days, remit, through wire transfer to Buyer, a refund of all monies Buyer paid to Seller, including any prepayment or advancement of funds, under this Agreement, less payment for delivered and accepted Equipment. For the avoidance of doubt, in the event that: Buyer exercises any right to terminate under this Agreement: or, (ii) Seller materially fails to perform its Equipment delivery obligations under this Agreement, Seller will return to Buyer all monies paid, less payment for delivered and accepted Equipment. - 33. NONDISCRIMINATION a] During the performance of this Agreement, Seller and its subcontractors will not unlawfully discriminate, harass, or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, ?national origin, disability (including HIV and medic-at condition (cancerlfage, marital status, and denial of family care leave. Seller and Seller 5 Subcontractors will ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Seller and its subcontractors will comply with the provision of the Fair Employment and Housing Act (Government Code, section 12990 et seq.) and the applicable regulations promulgated thereunder (Cal. Code of Regulations, Title section 7285.0 et seq). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 set forth in Chapter 5, Division 4, of Title 2 of the California Code of Regulations are incorporated into the Agreement by reference and made a part hereof, as if set forth in full. Seller andits subcontractors will give written netice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. b) The Seller will include nondiscrimination and compliance provisions of this Section 33 ?Nondiscrimination? in all subcontracts to perform work under the . Agreement. - 11 34. EQUAL EMPLOYMENT OPPORTUNITY During the performance of thisAgreement, the Seller agrees as follows: a. The Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national'origin. The Seller will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, - but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising: layoff orterrnination; rates of pay? or other forms of compensation; and selection for training, including apprenticeship. b. The Seller agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nandiscrimination clause. c. The Seller will, in all solicitations or advertisements for employees placed by or on behalf of the Seller, state that all qualified applicants will receive consideration for employment without regard to race, colOr, religion, sex, sexual orientation, gender identity, or national origin. d. The Seller will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, 'or disclosed the compensation - of the employee or applicant or another-employee or applicant. This provision shall not apply to instances in which an employee who has .- access to the compensation information of other employees or applicants as a part of such employee's essential job functions disclosesthe compensation of such other employees or applicants to individuals who ?do not otherwise have access to such intermation, unless such discloSure Is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Seller's legal duty to furnish information e. The Seller will send to each labor union or representative of workers with whichhe has a collective bargaining-agreement or other contract or understanding-a notice to be provided advising the said labor union or workers? representatives of the Seller's Commitments under this section, 12 and shall posT copies of The noTice in conspicuous places available To employees and applicanTs for employmenT. The Seller will comply wiTh all provisions of ExecuTive Order 1 1246 of SepTember 24,1965, and of The rules, regulaTions, and relevanT orders of The SecreTary of Labor. . The Seller will furnish all inlformaTion and reporTs required by ExecuTive Order 1 1246 of SepTember 24, 1965, and by rules, regulaTions, and orders of The SecreTary of Labor, or pursuanT ThereTo, and will permiT access To his books, records, and accounTs by The adminisTering agency and The Secretary of Labor for purposes of invesTigaTion To ascerTain compliance wiTh such rules, reguIaTions, and orders. . In The evenT of The Seller's nonCompliance wiTh The nondiscriminaTion clauses of This AgreemenT or wiTh any of The said rules, regulaTions, or orders, This AgreemenT may be canceled, TermindTed, or suspended in whole or in parT and The Seller may be declared ineligible for furTher GovernmenT conTracTs, or federally assisTed consTruCTion conTracTs in acCordance wiTh procedures a-uThorized in ExeCuTive Order 1 '1 246 of SepTember 24, 1965, and such oTher sancTions may be imposed and remedies invoked as provided in ExecuTive Order 1 1246 of SepTember 24, 1,965 or by rule, re_,gulaTion or order of The SecreTary of Labor or as oTherwise provided by law.- The Seller will include The porTion of The senTence immediaTely preceding This SecTion 34(a) and The provisions of SecTion 341a) Through SecTion 34(h) in every subconTracT or purchase order unless exempTed by rules, - regulaTions, or orders of The SecreTary of Labor issued pursuanT To secTion 204 of ExecuTive Order 1 1246 of SepTember 24, 1965, so ThaT such provisions will be binding upon each subconTracTor or vendor. The Seller will Take such acTion wiTh respecT To any subconTracT or purchase order as The adminisTering agency may direcT as a means of enforcingsuch provisions, including sancTions for noncompliance: Provided, however, ThaT in The evenT The Seller becomes involved in, or is ThreaTened wiTh, IiTigaTion wiTh a subconTracTor or vendor as a resulT of such direcTion by The adminisTering agency, The Seller may requesT The UniTed STaTes To enTer inTo such IiTigaTion To proTecT The inTeresTs of The UniTed STaTes. The Seller furTher agrees ThaT iT will be bound by The above eqUal opporTuniTy clause wiTh respecT To iTs own'employmenT pracTices when parTicipaTes in federally assisTed consTrucTiOn work; provided, ThaT if The Seller so parTicipaTing is a or local government The above equal 13 opporTuniTy clause is noT applicable To any agency, insTrumenTaliTy or subdivision of such governmenT which does noT parTicipaTe in work on or under The conTracT. The Seller agrees ThaT iT will assisT and cooperaTe acTively wiTh The adminisTering agency and The SecreTary of Labor in obTaining The compliance ofSellers and subconTracTor wiTh The equal opporTuniTy clause and The rules, regulaTions, and relevanT orders of The SecreTary of Labor, ThaT iT will furnish The adminisTering agency and The SecreTary of Labor such informaTion as They may require for The supervision of such compliance, and Thai iT will oThenvise assisT The adminisTering agency in The discharge of The agency's primary responsibiliTy for securing compliance. The Seller furlher agrees ThaT iT will refrain from enTering inTo any conTracT or conTracT modificaTion subjecT To ExecuTive Order 1 1246 of SepTember 24, 1965, wiTh a conTracTor 'debarred from, or who has noT demonsTraTed eligibiliTy for, GovernmenT conTracTs and federally assisTed consTrucTion conTracTs. pursuanT To The ExecuTive Order and will carry ouT such sancTions and penalTies for violaTion of The equal opporTuniTy clause as may be imposed upon. This provision salely applies To Selleror Seller subconTracTors or Seller Vendors under The jurisdicTion of The. laws and regulaTions of The of California or TheUniTed STaTes Governmeni. 35.CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Compliance wiTh The ConTracT Work Hours and Sa'feTy STandards a. Overtime requirements. No Seller or subconTracTor conTracTing for any parT of This AgreemenT which may require or involve The employmenT of laborers or mechanics shall require or permiT any such laborer or mechanic in any workweek in which he or she is employed on such work To work in excess of forTy hours in such workweek unless such laborer or mechanic receives compensalion 0T 0 raTe noT less Than one and one- half Times The basic raTe of pay for all hours worked in excess of forTy hours in such workweek. b. Violation; liability for unpaid wages: liquidated damages. In The ev-enT of any violaTion of The clause seT forTh in SecTion 35(0), The Seller and any subconTracTor responsible Therefor shall be liable for The unpaid wages. In addiTion, such conTracTor and subconTracTor shall be liable To The UniTed STaTes [in The case of work done under conTracT for The DisTricT of Columbia or a TerriTory, To such DisTricT or To such TerriTory), for liquida?red -14 damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in Section 35(a), in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in Section 35(a). c. Withholding for unpaid wages and liquidated damages. The Federal Emergency Management Agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Seller or subcontractor under any such - . contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary" to satisfy any liabilities of such Seller or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in Section 35ib). d. .Subcontracts. The Seller or subcontractor shall insert in any subcontracts the clauses set?forth in Section 35(a) through SectiOn 35(d) and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible far compliance by any subcontractor or lower tier subcontractor with the clauses set forth in Section 35(a) through Section 35(d). 36.CLEAN AIR ACT The Seller agrees to comply with all applicable standards, orders, or I . regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq. b. The Seller agrees to report each violation to the California Air Resources Board and understands. and agrees that the California Air Resources Board will, in turn, report each violation as required to assure notification to-the Department of Resources Recycling and Recovery, the California Governor's Office of Emergency Services, Federal Emergency Management Agency (FEMA), and the appropriate Environmental Protection Agency Regional Office. c. The Seller agrees to include these requirements in each subcontract exceeding $150,000 financed In whole or in part with Federal assistance provided by FEMA. 15 - 37.THE FEDERAL WATER POLLUTION CONTROL ACT a. The Seller agrees to comply with all applicable standards. orders, or regulations issued pursuant to the Federal Water Pollution Control Act. as amended. 33 U.S.C. Sections 1251 et seq. b. The Seller agrees to report each violation to the State Water Resources Control Board and understands and agrees that the State Water Resources Control Board will. in turn. report each violation as required to assure notification to the Federal Emergency Management Agency (FEMA). and the appropriate Environmental Protection Agency Regional Office. - . c. The Seller agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 38.DEBARMENT AND SUSPENSION CLAUSE This Agreement is a covered transaction for purposes of 2 C.F.R. pt. T80 and 2 C.F.R. pt. 3000. As such the Seller is required to verify that none of the Seller its principals (defined at 2 F. R. T80. 995) or its affiliates (defined at 2 C. F. R. 180. 905) are excluded (defined at 2 C. F. R. 180. 940) or disqualified [defined at 2 C. F. R. l80. 935). B. The Seller must comply with 2 C.F.R. pt. 180.5ubpart and 2 C.F.R. pt. 3000. subpart and must include a requirement to comply with these - regulations in any lower tier covered transaction it enters into. C. This certification is a material representation of fact relied upon by the State of California. If it is later determined that the Seller did not comply with 2 C.F.R. pt. T80, subpart and 2 C.F.R. pt. 3000. subpart C. in addition to remedies available to the State of California, the Federal Government - may pursue available remedies. including but not limited to suspension and/ordebarment. D. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180. subpart and 2 C.F.R. pt. 3000. subpart while this offer is valid and throughout the period of any contract that may. arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lowertier covered transactions. 16 39. BYRD ANTI-LOBBYING CLAUSE AnTi?Lobbying Amendmenf, 31 U.S-.C. 1352 (as amended). Sellers who apply or bid 'for an award. of $100,000 or more shall file The required cerfificafion. Each Tier cerTifies To The Tier above ThaT iT will noT and has noT used Federal appropriafed funds To pay any person or organizaTion for influencing or aTTempTing To influence an officer or employee of- any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Cangress in connecTion wiTh obfaining any Federal confracf, granT, or any oTher award covered by 31 U.S.C. 1352. Each Tier shall also disclose any lobbying wiTh non? ?Federal funds ThaT Takes place in connecTion wifh obfaining any Federal award. Such disclosures are forwarded from Tier - To Tier up To The recipienf. APPENDIX A, 44 CPR. PART 187 CERTIFICATION REGARDING LOBBYING The undersigned [Seller] cerfifies, To The besf of his or her knowledge, ThaT: A. No Federal appropriafed funds have been paid or will be paid, by or on behalf of The undersigned, To any persOn for influencing or aTTempTing To influence an officer or employee, of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connecTion wiTh The awarding of any Federal confracf, The making of any Federal granT, The making of any Federal loan, The enfering info of any cooperafive agreemenf, and The exfension, .confinuafion, renewal, amendmenf, or modificafion of any Federal conTracT, granT, loan, or cooperafive agreemenf. B. If any funds oTherThan Federal appropriafed funds have been paid or will be paid To any person for influencing 0r aTTempTing To influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Cangress in connecTion wiTh This Federal confracf, granT, loan, or cooperafiye agreemenf, The undersigned shall c'omplefe and submif Sfandard Form- "Disclosure Form To Reporf Lobbying," in accordance wiTh ifs insfrucfions C. The undersigned shall require Thaf The language of This cerTificaTion 'be included in The award documenfs for all subawards of all Tiers [including subconfracfs, subgranfs, and confracfs under granfs, loans, and cooperafiye agreemenfs) and ThaT all subrecipienfs shall cerfify and disclose accordingly. This cerTificaTion is a maferial represenfafion of facT upon which reliance was placed when This Transacfion was made or enfered info. Submission of This 17 certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. l352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $l0,000 and not more than $l00,000 for each . such failure. The Seller certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. in addition, the Seller understands and agrees that the provisions of 31 U.S.C. 3801 et seq, apply to this certification and disclosure, if any. ?in Signature of Seller's Authorized Official Ke Li, Authorized Representative Name and Title of Seller's Authorized Official Date: April 7, 2020 40.PROCUREMENT OF RECOVERED MATERIALS A. In the performance of this Agreement the Seller shall make maximum use of products containing recovered materials that are designated items unless the product cannot be acquired? i. Competitively within a timeframe providing for compliance with the Agreement performance schedule: ii. Meeting Agreement performance requirements; or At a reasonable price. Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, The list of EPA-designate items is available at cog-program. The Seller also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste DiSposal Act. 18 4i .ACCESS TO RECORDS The following access To records requirements apply To This AgreemenT: A. The Seller agrees To provide The of California, The FEMA AdminisTraTor, The Confroller General of The UniTed STaTes, or any of Their auThorized represenTaTives access To any books, doCumenTs, papers, and records of The Seller which are direchy perTinenT To This AgreemenT for The purposes of making audiTs, examinaTions, excerpfs, and TranscripTions. B, The Seller agrees To permiT any of The foregoing parTies To reproduce by any means whaTsoeverlof To copy excerst and Transcri?pTions as reasonably needed.- C. The Seller agrees To provide The FEMA. AdminisTraTor or his auThorized represenTaTive access To consTrucTion or oTher work- siTes perTaining To The .work being complefed under The AgreemenT. In compliance wiTh The DisasTer Recovery Ad of 2018, The of California and The Seller acknowledge and agree ThaT no language in This AgreemenT is inTended To prohibiT audiTs or inTernal reviews by The FEMA AdminisTraTor or The Compfroller General of The UniTed'STaTes. 42. DHS SEAL, LOGO, AND FLAGS The Seller shall noT use The DHS sealls], logos, cresTs, or rep'roducTions of flags or likenesses of DHS agency officials wiThouT specific FEMA pre?approval. 43.COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS This is an acknowledgemenf ThaT FEMA financial assisTance will be used To fund all or a porfion of The AgreemenT only. The Seller will comply wiTh all federal law, regulafions, execuTive orders, FEMA policies, procedures, and direcTives. 44. NO OBLIGATION BY FEDERAL GOVERMENT - The Federal GovernmenT is noT-a parTy To This AgreemenT and is noT subjecT To any obligaTions or liabiliTies To The non-Federal enTiTy, Seller, or any oTher parTy perTaining To any maTTer resulTing from The AgreemenT. 45. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The Seller acknowledges The 31 U.S.C. Chdeer 38 (AdminisTraTive Remedies for False Claims and STaTemenTs) applies To The Seller's acTion perTaining To This AgreemenT. 46. NATIONAL LABOR RELATIONS BOA-RD CERTIFICATION 19 Seller swears under penalTy of perjury ThaT no more Than one final, unappealable finding of conTempT of courT by a Federal courT has been issued againsT The Seller wiThin The immediaTely preceding Two?year period because of The Seller's failure To comply wiTh an order of The NaTional Labor RelaTions Board. This provision is required by, and shall be 'consTrued in accordance wiTh, Public - ConTracT Code secTion 10296. 47.APPLICABILITY For The avoidance of doubT Sec?rions 33?46 of This AgreemenT shallsolely'apply To Seller or Seller subconTracTors or Seller Vendors under The jurisdicTion of The laws and regulaTions of, as applicable, The of California or The Federal GovernmenT of The UniTed STaTes of America. {Sig-naTure Page Follows) 20 BY SIGNING BELOW, BOTH PARTIES HERETO ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT. BUYER: (Signature) Name: Mark Ghilarducci Title: Director, Governor's Office of Emergency Services Date: RPVII ?f 1020 Address: 3650 Schriever Avenue. Mather, CA 95655 E-mail: Mark.Ghilarducci@caloes.ca.gov Phone: (916) 845?8510 SELLER: By: (Signature) Name: Ke Li Title: Authorized Representative Date: April 7, 2020 Address: 919 North Market Street, Suite 950, Wilmington, DE 19801 E-mail: contact@ghps.us 21 BY SIGNING BELOW BOTH PARTIES HERETO ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT i BUYER: By: {Signature} Name: Mark Ghilorducci Titie: Director, Governor's Office of Emergency Services Date: Address: 3650 Schriaver Avenue, Mather CA 95655 E?mc?xil: Mark. ca gov Phone: [916) By: (Signature) I Name: Ke Li Title: Authorized Representative Date: April 7, 2020 Address: 919 North Market Street, Suite 950, WiImIngIon. DE I980I Email: contact@ghps.us Prime: 21 i g. I: By signing below, The Guarantor hereunder agrees to bound solely in the terms) and conditions in This Section 12 "Affiliate Guaranty" and no other provision. GUARANTOR: . By: . {Signature} N0me:Ke Li Tliie: Presidanf Date: April 2020 - Address: .1 800 Figueroa Si, Los Angeles, CA 90015 Email: noiices?byd.c?om Phone: [800] 22 EXHIBIT A PRODUCT SPECIFICATIONS Single-use Face Mask SOFT 8: EASY TO BREATHE 'Piclule .5 [or IeIerEnce onry, actual product may have di?mences BYD CARE surgical mask Application Worn by personnel to cover the mouth. nose and chin, the mask provides a physical barrier to block exhalation or ejection of pollutants from mouth and nose. Product Introduction Wearing Instructions LHold the mask by the ear loops with the colored side facing outwards and the nose Fm WI: bridge upwards, and place both ear loops around both ears. Outer Layer Blue surgical use spunbond nonwoven Middle Layer 2.Bend the nose clip to Polypropylene melt-blown match the shape of the nonwoven with pathogen ?ltering nose to prevent un?ltered air from entering. Inner Layer white surgical use spunbond nonwoven ofmaskbody blown mnwovenls andthenrloopsuomadool?nylon andspandablendod. Non-sterile product, one-dmuusoonly. 3.Pullthe mask to your chin to produce a tight seal. Single-use I Face Mask SOFT e. EASY TO BREATHE Product Specification 1 Mask length: 170 mm(6.69in.) 2 Mask expansion width: 165 mml6.49in.). Post-stack width is 95 mm(3.74in.) with three stacks in the mm, lam om layer middle. Each stack width is not less than 10 mml039in.). The nose clip is located on the upper edge of the mask, and the outside of the mask isdarker in color. 3 The width of the support part is not more than 10 mml0.39in.}. and the position of the upper nose clip is not more than 16 mml0.63in.). 4 Nose clipc length 80 width approximately 3 mmlOJIin.) 5 Ear loop: 180 mml7.09ln.} in length and 3 mm(0.12ln.} in diameter, composed of polyester, spandex guppm pm and other materials. welded on the inner layer not more than 10 mm(0.39in.) from the edge. Ear loop Noseclip ?ung Product name Singleuse Face Mask Material and spandex oarloops Model Flat Sin 115 95 mm I minx 3.11m Product application scope and purpose For protection against inhalation of pathogens and airborne liquid droplets Expirationdato nears a?erproduction Packaging speci?cation lecsfbag; Stomp WARNING 1 The mask does not eliminate the risk of contracting any disease or infection. 2 Failure to properly use and maintain this product could result in illness or even death. 3 Only for one-time use, please destroy and dispose accordingto regulations after use. 4 Some materials in direct contact with the skin may cause allergic reactions or even anaphylaxis in sensitive individuals. 5 Please use within the validity period. 6 DO NOT use if package is damaged. 7 Please refer to the instructions before use. 8 Foradult use only. 9 Do not wash. All information presented in this document is based on the latest data available at the time of printing. 8Y0 reserves the right to make changes at any time without prior notice. Approval and Standard BYD Single-use Face Mask are manufactured in accordance with industry recommended standards 0469-2011 Productmodel: FDA productcodoQKR AustrallaTGAARTG 332295 rum: F1100 Lovell ENI4683TypellC? A Distributed by Global Healthcare Product Solutions, LLC 1800 S. Figueroa Street, Los Angeles, CA 90015 Made in China - I Scan and download BVD Care website are Esreapp N95 Healthcare Particulate Respirator (Surgical Mask) Foldable (for single use only) CARE 9 (-9 Very close facial fit 6-) 950/0 filtrations efficiency against solid and liquid aerosols free of oil. The N95 Healthcare Particulate Respirator (Surgical Mask} is designed to help provide respiratory protection for the user. This product has a ?lter ef?ciency ol95% or greateragainst solid and liquid aerosols free of oil. This product contains no components made lrom natural rubber latex. Use instructions I Sortable for covering the mouth, nose and chin. to filter airborne particles and block liquid aerosols, blood. body fluids. secretions I for adult use only. 0 Do not wash. Store in a cool, dry. clean place away from lire and contamination. I Store between -20? and and with relative humidity below 30in. 0 Expiration date: 2 years alter production 3-Step check before use 1. Do not use if the packaging has been opened or damaged. 2. Check that elastic bands are in good condition and are not damaged. 3. Check that the metallic strip is not broken. Wearing instructions Unfold the mask and hold Place elastic bands around the Adjust the metallic strip over Perform a fit test it with both hands. with neck and head respectively. Put bridge of nose using two fingers, accordingto the metallic strip up. the mask against your face and press until achieving a clase instructions. covering both nose and mouth. fit. N95 Healthcare Particulate Respirator (Surgical Mask) Foldable (for single use only) Fit test 1. Place both hands overthe mask. 2. inhale vigorously and hold your breath for a lew seconds. making sure the mask collapses inward asyou inhale. 3. Exhale vigorously and hold your breath lor few seconds, making sure the mask bulges outward as you exhale. 4. II air leaks, reposition the mask. tighten the metallic strip and reposition the elastic bands for a better fit. Then follow steps 1-3 again until a tight seal is achieved. 5. Masks that have passed the lit test in steps 1-3 are safe to use. 6. Facial hair or other facial Ieatures may prevent the mask from achievinga proper li a tight seal is not achieved, please DO NOT use this product. 7. if you experience difficulty breathing, dizziness. or other leave the contaminated area immediately. Specifications Hzti Polyprowlene? saunoond Outer layer LNose clip Middle layer 1 Middle layer 2 "or swimall um Polypropylene Aluminum Poly-propylene Hettblown m, Inner er I :nwopykne melt blown spunbond nonwoven fabric molt-blown nonwoven If?, surgical use) one . my!? um {for surgical use) [for so rgtcal use: i hot air (gum ,le nbond nonwoven . I mm ?In" mm fabric I [for wr?ul use] liar surgical usal h? 3" Polypropylene noond use-airmen Ia bric [Ior surgical Name Parameter Product name N95 Health Care Particulate Respirator (Surgical Mask) Material Polypropylene spunbond nonwoven fabric (lor surgical use], Product model Polypropylene melt-blown nonwoven ifor surgical use}. hot air cotton DFIIZZ Polypropylene spunbond nonwoven fabric (for surgical use). Nylon spandex and polyester mixed fabric elastic bands. Product meets Aluminum nose clip GB 19033-2010 standard. Type Foldable Packaging speci?cation to: per bag; 50pcs per box; 1W5 per carton WARNINGS Use tlii. -, product immediately alter puck rigour. opcnod Not recommended for more than ii hours oi use. DO: siucp while vii-coring the musk. hand contact with the inside oI the mask. Use only Within the validity period. For one time use only. Please dispose of according to regulations after use DO NOT use if package dam l. 2. 3. 4. Si. i3. .Somo malt-rials in contact With the may cause allergic reactions or oven in sensitive is. Please for to the instructions before; All information presented in this document is based on the latest data available. BYD reserves the right to make changes at any time without prior notice. Distributed by Global Healthcare Product Solutions, LLC 1800 S. Figueroa Street. Los Angeles. CA 90015 1 (800) 293-2886 sun and v- ?Iil Sun and dD-W?uld Elli] Care niemite BTU Care app EXHIBIT DELIVERY AND PAYMENT SCHEDULE Delivery Delivery Location Delivery Date" Quantity Unit Price (in Total Payment Product Speci?cation (SUS) Millions} (SUS) Term A 50% Down?payment 5 495,000,000 NIA N95 NICISH Certi?Ed 3.3 3 5 4,950,000 DDP N95 NIOSH Certi?ed 3.3 34.5 5 56,925,000 DDP N95 NIDSH Certi?ed 3.3 37.5 5 61,875,000 DDP N95 NIOSH Certi?ed 3.3 37.5 5 61,875,000 DDP N95 NICISH Certi?ed 3.3 37.5 5 61,875,000 DDP N95 NIOSH Certi?ed 3.3 37.5 5 61,875,000 DDP N95 Certi?ed 3.3 37.5 5 61,875,000 DDP N95 NIOSH Certi?ed 3.3 37.5 5 61,875,000 DDP N95 NIOSH Certi?ed 3.3 37.5 5 61,875,000 DDP {Option} N95 NIOSH Certi?ed 3.3 30 5 99,000,000 DDP N95 NIUSH Certi?ed 3.3 30 5 99,000,000 DDP N95 NIOSH Certi?ed 3.3 30 5 99,000,000 DDP N95 NIOSH Certi?ed 3.3 30 5 99,000,000 DDP N95 NIDSH Certi?ed 3.3 30 5 99,000,000 DDP {Option} N95 NIOSH Certi?ed 3.3 25 5 82,500,000 DDP N95 NIOSH Certi?ed 3.3 25 5 82,500,000 DDP N95 NICISH Certi?ed 3.3 25 5 82,500,000 DDP N95 NIOSH Certi?ed 3.3 25 5 82,500,000 DDP Batch Item Product Speci?cation Unit Price Quantity Millions] Total Payment Delivery Delivery Term Delivery Location Date* A Surgical Mask ASTM F-2100 Level 2 0.55 11.1 5 6,105,000 DDP .Surgical Mask ASTM F-2100 Level 2 0.55 11.1 5 6,105,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 11.1 5 6,105,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 11.1 6,105,000 DDP Surgical Mask ASTM Level 2 0.55 11.1 6,105,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 11.1 5 6,105,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 11.1 5 6,105,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 11.1 5 6,105,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 11.2 5 6,160,000 DDP 3 {Option} Surgical Mask ASTM F-2100 Level 2 0.55 10 5 5,500,000 DDP Surgical Mask ASTM Level 2 0.55 10 5 5,500,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 10 5 5,500,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 10 5 5,500,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 10 5 5,500,000 DDP (Option) Surgical Mask ASTM F-2100 Level 2 0.55 12.5 5 6,875,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 12.5 5 6,875,000 DDP Surgical Mask ASTM F-2100 Level 2 0.55 12.5 5 6,875,000 DDP Surgical Mask ASTM Level 2 0.55 12.5 5 6,875,000 DDP Forthis Exhibit B, "Delivery Date" means the datewhen the corresponding quantity ofthe product will befully delivered, however Seller expects to make Deliveries for the speci?ed quantities on a daily basis in the days prior to and on the Delivery Date. Due to the urgent natureofthese deliveries, this schedule is subject to ?netunning and adjustment to ensure achievement ofend goal. STATE OF CALIFORNIA - GENERAL SERVICES PROCUREMENT DIVISION Page 1 DH PURCHASING AUTHORITY PURCHASE ORDER SID. 65 (Rev. DATE AMENDMENT NO. PURCHASE oaoerr Human Apr 7, 2020 PA00999-19 . . A I RCHASI A IH TYNO. Governor?s Of?ce of Emergency Governors Of?ce of Emergency N6 on Servic rvi es SHIP . 1 BILL 3250: . A PROCUREMENT AGREEMENT NUMBER To To venue Mather, CA 95655 TECHNOLOGY PROJECT IDENTIFICATION NUMBER . AGENCY OR BUYER INFORMATION AGENCY NUMBER (Optional) Global Healthcare Product Solutions, LLC AGENCY SUbs'd'ary? temm'ona Dev Governors Of?ce of Emergency Semces SUPPLIER 1800 South Figueroa Street comma NAME ADDRESS Los Angeles, CA 90015 Mitchell Medigovlch CONTACT E-MAIL ADDRESS CONTACT mare NUMBER cormcr FAX NUMBER (916) 845-85 52 SUPPUER CONTACI NAME supeui PHONE NUMBER SUPPLIER FAX NUMBER SUPPLIER EMAIL ADDRESS Oscar Su oscar.su@byd.com PAYMENT TERMS NUMBER cm?ed ?mm, eprnATIoN DATE EprnATIqu DME Exhibit A Small Business owe SHIPPING REQUIRED 05! NEW ONE no.5. DurInarIon F.O.B. Destination Em. Frtight Eon. CITY OF ORIGIN STATE ZIP CODE INSTRUCTIONS Exhibit FFIT.PPD not to exceedcoslnatlrd onP.0. CI 155m TAXABLE 5'1 General Provlsiorls are Incorporntod hereln by reference to. SUBTOTAL [3 Form ospo - am CummudIlres Revislon Date: on El Form cspo - 40111' ?evIsIon Date: [1 Attached on Whedammnguagovrpd mg, ?or A-Z I: This order Ir Issued under a Ooparrmenr of General Samar. IDGSI Lmraged Proms-meat Agrarment ILPA). Terms and Conditlons set forth INSTALLATION In that agreement It PA number referenced In the bloc It titled Lav-raged Procurement Agreement No.) are Wanted hereh by referent! as if set forth In Iull text. a. Agency mama and mm Equipment Master Supply Purchase Order Agreement SHIPPING FREIGHT OTHER NON- (I My other attachments. such as speci?cations. Statementd Work. or Normatim Technology Model Language Modules. are Identi?ed In TAXABLE the product or semicos decal-Dunn area or on continuation page: GRAND WHETHOQS COMPETITIVE Solicitation Numborlit LEVERAGED was SMALL BUSINESS IGC Imam? [j NDN-COMPETIIWELY BID EXEMPT PROGRAM [Code FUND TITLE VERIEIED NO STATE SURPLUS AVAILABLE PAID 3r CAL-CARD 0335 General Fund res no YES NO ITEM CHAPTER STATUTE FISCAL YEAR OEJECT or EXPENDITURE Katie and - I go: Eqrmmont . - In 0690 001 0001 23 2019 2019 20 5390880 0pm,? Expense centre-Immune AEPROVAL or EXECUTIVE OFFICER UNENCUMBERED REMAINDER AFTER POSTING THIS I on persona! knowledge. that this order for purchasing rh? r'remr rpm?ed below I: mud In accordance the procaine prescribed by Jaw governing the purchase a! Each item; for the Sum of California, and that oil rum regal requirements have been My compute wrth. ORDER TO ALLOTMENT EXPENDITUHE LEDGER ADJUSTMENT INCREASING EN-CUMBRANCES AUTHORIZING NAME AUTHORIEING TITLE Mark GhiIadeCCI DIIECIOI ADJUS MENT.DECFIEA5ING ENCUMBRANCES RUTHOEHZING SIGNATURE Cm SIGNATURE 7- -. . a a 2' ITEM RECYCLED NUMBER QUANTITY UNIT PHODU CT PRODUCTOR SERVICE DESCRIPTION CATEGORY UNIT PRICE TOTAL 150 30100; 300 Million 95 MasksItotal order} $3.30 50% Initial Payment of total order for this PO, per Exhibit STATE OF CALIFORNIA - GENERAL SERVICES PROCUREMENT DIVISION Page 1 Oil PURCHASING AUTHORITY PURCHASE ORDER STD. 65 (Rev. 030020) DATE AMENDMENT NO. PURCHASE ORDER NUMBER Apr 7, 2020 PA00999-19 Governor's Office of Emergency Governor's Office of Emergency gamma CODE PURCHASING AUTHORITY Services Services SHIP BILL . LEVERAGED PROCUREMENT AGREEMENT NUMBER T0 TO 3650 Mather, CA 95655 INFORMATION TECHNOLOGY PROJECT IDENTIFICATION NUMBER AGENCY OR BUYER INFORMATION SUPPLIER 1800 South Figueroa Street ADDRESS Los Angeles, CA 90015 Global Healthcare Product Solutions. LLC TO a Subsidiary of BYD International Development AGENCY TRACKINGIREOUISITION NUMBER {Optional} AGENCY NAME Governor's Of?ce of Emergency Services CONTACT NAME Mitchell Medigovich CONTACT E-MAIL ADDRESS CONTACT PHONE NUMBER CONTACT FAX NUMBER (916] 845-85 52 SUPPLIER CONTACT NAME SUPPLIER PHONE NUMBER SUPPLIER FAX NUMBER SUPPLIER ADDRESS Oscar Su i? oscar.su@byd.com PAYMENT TERMS CERTIFICATION NUMBER certi?ed Certi?ed EXPIRATION DATE Certi?ed EXPIRATION DATE A Small Business Microbusiness DVBE SHIPPING REQUIRED DELIVERY DATE p.03 Desunaugn [can Destination FRT. ppumpu Freight F.D.B. CITY OF ORIGIN STATE ZIP CODE INSTRUCTIONS Exhibit FRT.PPD not to exceed cost stated on Po. Origin TAXABLE 3" El General Provisions are incorporated herein by reference to: SUBTOTAL I: Form GSFD -4OI Commodities Revision Date: OR Form GSPD - 401" Revision Date; TAX RATE Attached 0R El Published at: SALES TA): This order is issued under a Department OfGeneral Services {065) Leveraged Procurement Agreement Terms and Conditions set forth In that agreement number referenced in the block titled Leveraged Procurement Agreement No.) are Incorporated herein by reference INSTALLATION as ifset forth in fulltext. SHIPPING FREIGHT 3 Agency Special Provisions are attached and titled Eq U'pment MaSter SUppIy PurChase Order Agreement OTHER NON cI Any other attachments. such as speci?cations. Statement of Work or Information Technology Model Language Modules, are identi?ed In TAXABLE the pro duct or services description area or on continuation pages. GRAND TOTAL OCUREMENT METHODS COMPETITIVE: Solicitation El LEVERAGED DVBEI SMALL BUSINESS [cc I433B5Iaii NON-COMPETITIVELY BIO EXEMPT PROGRAM ICATEGOHY {Code fTitle) FUND TITLE VERIFIED NO STATE SURPLUS AVAILABLE PAID BY CAL-CARD 0385 General Fund re; No YES NO nevi CHAPTER STATUTE FISCAL YEAR OBJECT or EXPENDITURE [Code and ?nal Original Equipment 23 2019 2019-20 5390880 Operating Expense T10 AND UNENCUMBERED REMAINDER AFTER POSTING THIS i HEREBY CERTIFY, on persona! knowiedge, that this order for purchasing the Items speci?ed beiow ORDER TO ALLOTMEHT EXPENDITURE LEDGEH is issued in accordance with the procedure prescribed by iaw governing the purchase of such Items for the State of oiifomia; and that oil such iegal requirements have been fuiiy complied with. ADJUSTMENT INCREASING ENCUMB ANCES AUTHORIZING NAME AUTHORIZING TITLE Mark GhilardUCCI Director ADJUSTMENT. DECREASING I AU ZIN IGNAT wwb? CERTIFIED CORRECTSIGNATURE I. . . ITEM RECYCLED NUMBER QUANTITY UNIT PRODUCT PRODUCT OR SERVICE DESCRIPTION CATEGORY UNIT PRICE EXTENSION TOTAL 1 women 300 Million 95 Masks (total order} $3.30 50% Initial Payment of total order for this P0, per Exhibit AMENDMENT No.1 TO EQUIPMENT MASTER SUPPLY PURCHASE ORDER AGREEMENT This Amendment No. to Equipment Master Supply Purchase Order Agreement (?Amendment No.1?) is made by and between Global Healthcare Product Solutions, LLC (?Seller") and California Governors Office of Emergency Services (?Buyer?) on April 13 2020 (the ?Effective Date"). . RECITALS WHEREAS on April 7 2020 Seller and Buyer entered into the Equipment Master Supply Purchase Order Agreement (the for the purposes or Buyer purchasing from Seller surgical masks and N95 masks; WHEREAS this Amendment No i entirely replaces the product specifications In Exhibit A ?Product Specifications" of the MSA with the updated product specification attached hereunder; and WHEREAS in accordance with Section'l3 of the MSA Seller and Buyetlwish to amend the MSA by entirely replacing Exhibit A ?Product Specifications" of the - MSA with the updated Exhibit A "Product Specifications" attached hereunder AGREEMENT Now therefore the parties agree as follows: 1. Exhibit A ?Product Specificationsdeleted and replaced in its entirety with the attached hereto Exhibit A of this Amendment No. i. . 2. The Recitals set forth above are incorporated herein by this reference. it 3. This Amendment No. i shall be effective as of the Effective Date. -.4. Except as expressly amended by this Amendment No. i all other provisions, terms and conditions of the MSA shall remain the same in full force and effect and are incorporated herein by this reference. Signature Page Follows} Amendment No. i to Equipment Master Supply Purchase Order Agreement The parties have executed this Amendment No. as of the Effective Date written above. Buyen California Governor?s Office of Emergency Services Name: Mark Ghilarducci Title: Director, Governor's Office of Emergency Services Date: Address: 3650 Schriever Avenue, Mather, CA 95655 Email: Mark.Ghitarducci@catoes.ca.aov Phone: (916) 645-8510 Seller: Global Healthcare Product Solutions, LLC 322/6 Name: Ke Li Title: Authorized Representative Date: U: 2J3 Address: 919 North Market Street, Suite 950. Wilmington, DE 1980] Email: contact@ghps.us Amendment No. to Equipment Master Supply Purchase Order Agreement EXHIBITA IN THE FOLLOWING PAGE WILL ENTIRELY 2 REPLACE THE EXHIBITA IN THE MSA.) Amendment No. 1 to Equipmeh?r Master Supply Purchase Order Agreement EXHIBIT A PRODUCT SPECIFICATIONS Single-use Face Mask SOFT EASY TO BREATHE lien-ir??i' 1-11 iutcrr-uu an." .KILJI rum .c1 v.1v BYD CARE 0 9 Use as . surgical mask Application Worn by personnel to cover the mouth, nose and chin. the mask provides a physical barrier to blodr emlation or eiection oipoltutants from mouth and nose. Product Introduction Wearing Instructions LHold the mask by the earloops With the colored side facing outwards and bridge upwards, and pldu?.? both ear loans around both ears. BYD Sin ale-use Face Mask consist of three layers of nonwoven material: Outer Layer Blue surgical use spunoond nonwoven lBond the nose clip to match the shape of the nose to prevent unfiltered air from entering. Middle Layer Polypropylene melt?blown nonwoven with pathogen ?ltering Inner Layer White surgical use spunhond nonwouen This groom mm or mash bod-y. nose um and ear loops mash -s composed of tl?ueeityen of?lter mazerul: The inner .md outer covers from munbond Human fabric, for medical no. mettAbluwn nonmn i; by? Ween the inner and outer cover: The nose dip um metal are plastic and the ear loops are made and spends: blended. tron-mnle product. one-time use only 3,Pul the mask to your chin to produce a tight seal. Amendment No. 1 lo Equipment Master Supply Purchase Order Agreement Single-use Face Mask .- sorr st EASY TO BREATHE (Hen-eerie] 9343 Product Speci?cation 1 Mask length: 170 mml6.69in.) 2 Maskexpansion width: 165 mmlsABinJ. width 595 mrnt3J4in.) with three stacks in the magnum um um middle. Each stack width is not less than 10 mm{039i The nosecllp is located on the upper edge of the mask, and the outside of the mask is darker in color. 3 The width oldie support partis not more than 10 mml039inJ. and the position oithe upper nose Cl dip is not more than 16 mmi0.63in.}. 4 Nose clip: length a 30 approximately 3 minimum.) 5 Ear loop: 180 m??9in.) in length and 3 mmiOJlin.) in diameter. composed of polyester. spandex Support on and other materials, weldedon the Inner layer not more than in ml039in.) from the edge. Ear loop Name Parameter Product name Single-use Face Mask Haterial Spunbond nonwoven Fabric {forsurgicel use}. polypropylene melt?blown nonwoven. metal core plastic nose dip. polymer aldepandex earloops Model . Flat Size 175 rnmX95 mm 6.89irLX3.72in. Product application scope and purpose For protection against inhalation of pathogens and airborne liquid droplets Expiration date 2 years after production Packaging specification lecsfbag: SOpcsibor; 2000pcs.?case Storage Store in a wellvventilated place with relative humidity below avoid high temperatures and exposure to ?ame. WARNING cl 1 The mask does not eliminate the risk of contracting any disease or infection. 2 Fa?une to property use and maintain this product could result in illnessorevendeath. 3 Only forone-time use. please destroy and dispose accordingto regulations after use. 4 Some materials in direct contact with the skin may cause allergic reactions or even anaphylaxis in sensitive individuals. 5 Please use within the validity period. 6 DO NOT use ifpackageisdarnaged. 7 Please reler to the instructions before use. 8 For adult use only. 9 Do not wash. All information lamented in thisdocurneni is based on the latest data availabieat the Lime BYD ruerva the right to maize changes at any time without prior notice. Approval and Standard EYD Single?use Face Mask are manufactured in accordance with industry recommended standards 0469?2011 Product model: FDA product code QKR Australia TEA ARTE 332239 ASTM F-210CI Level 1 EN14633Typell CE Distributed by Global Healthcare Product Solutions, LLC 1800 S. Figueroa Street, L05 Angeles. CA 90015 Made in China .- I 51. Ron and ocwr?nm I?Vll lk- ?In Amendment No. i to Equipment Master Supply Purchase Order Agreement N95 Respirator (Surgical Mask) Fold a le so; BYD CARE 9 (9 Very close facial fit 6-) .2- 95?/o filtrations efficiency against solid and liquid aerosols free of oil. Description .. The N95 Respirator [Surgical Mask] is designed to help provide respiratory protection for the user. This product has a filter efficiency of 95% or greater against solid and liquid aerosols free of oil. 'i his product contains no components made from natural rubber latex Use instructions Suitable for protecting the mouth, nose. and chin to airborne pa?da?nd blodt 3-5tep CHECK before use 9 liquid aerosols, blood,body ?uids. andmtions . . - Foradultuseonty. LOOMHSEIWHP-?Idugmzhasbemopmed ordamaged. Do not wash . . . . ZCheckiftheelaaicbands arcingoodcondrtion 0 Store in a cool. dry, clean place away from ?re and contamination. are da 0 Store helmet-i and and with reia?ve humidity below 80%. . . . Expiration datzlyearsafter 3. Checkmatthemllic stnpisoot broken. Wearing instructions 0 Unfold the mask and hold it with both hands. with the metallic strip facing up. 0 Place elastic bands around the neck and head respectively. Put the mask against your face covering both nose and mouth ?3 Adjust the metallic strip over the bridge of the nose by using two ?ngers to press down until achieving a close fit. Perform a fittest according to instructions. Fit test 1. asyou exhale. Follo-wstepsl-ltagain un?la?ghtsealhasbemadiwed. 6. Facialhairorother themaskfrom adiievirgapropcr?t. tfa tight seal isnotachimble, pleaseDO NOT mediisproduct. 7. Ifyou mtperience amines, have the contaminated area Widely. Amendment No. i to Equipment Mosier Supply Purchase Order Agreement N95 RespiratorlSurgical Mask) Foldable :??J?-sterilgi Speci?cations . V. -. WE Azt' :2 . i . \ur Middle layerl lnnerla er . NOSE clip not .m tottnn Palmtop-g err: Mummum tijunhonn nonmawr? - Outer layer I Elastic bands I Middle layerl film" Pct-roruprene i?ulvester and manner Polypropylene 5? noun-oven luL?r rtieltdilnwu nonnmer' liar rlunurnitai usel Name Parameter Product name NEIS Respirator [Surgical Maski Material Polypropylene spunbond nonwoveu fabric (for surgical usel, Polypropylene melt blown nonwoven llor surgrcal use}. hot air cotton. Polypropylene spunbond nonwoven labric (for surgical use}. Polyester and spandex fabric elastic bands. Aluminum nose clip Productrnodel DEZJH 6819083-2010 standard Packaging speci?cation 1p: per bag: SDocs per per carton WARNINGS 1. The mask does not eliminate the risk of contracting any disease or infection. limpmperusemayieadtoiilnessand event-leach- I 3. Use this producr immer?ately after the package is opened. 4. DO NOT sleep while wearing the mask . 5. Avoid hand contact within the interior part of the malt a. DO NOTusernasksifmeyexpired. 7. For one-time use only. Dispose the mask according to regulations. DONOTuseifmepackageisdamaged. 9. This P495 respirator is authorized for distribution under FDA Emergency Use-Authorization only for the duration of the declaration that circumstances the authorization of the emergency use olN35 raptrators under section 554 otthe Act, 21 U.S.C 5 350mm, unless the authorization is tmninated or remixed sooner Time use limitation lithe mask becomes damaged. soiled, or breathing becomes difficult. leave the contaminated area and replace and re?t the new mask. Important notice To the extent permitted by law. BYD shall not be liable for any lossor damage including any loss oi business, loss of profits. or for any indirect. special, incidental orconsequential loss or damage arising from reliance upon anyinformatim herein provided by BYD. Nothing in this statement will be deemed to exclude or restrict BYD's liability for death or personal injury arising from its negligence. Distributed by Global Healthcare Product Solutions, LLC 1800 S. Figueroa Street, Los Angeles, CA 90015 1(8001293?2886 . Made in China Lear-land :w u?ru' mom: um [arr gun Amendment No. i 10 Equipment Master Supply Purchase Order Agreement Envelope ID: AMENDMENT NO. 2 TO EQUIPMENT MASTER SUPPLY PURCHASE ORDER AGREEMENT This Amendment 'No. 2 to Equipment Master Supply Purchase Order Agreement (?Amendment No is made by and between Global Healthcare Product Solutions, LLC (?Seller") and California Governor?s Office of Emergency Services (?Buyer?) on May 6, 2020 [i he ?Effective Date") RECIT LS WHEREAS, on April 7, 2020, Seller and Buyer entered into the EqL'Iipment Master Supply Purchase Order Agreement (the for the purposes of Buyer purchasing from Seller surgical masks and N95 masks: and, - WHEREAS, Califomia?s need for personal protective equipment is dynamicr including with respect to the type of PPE, in the context of the evolving COVID- i9 pandemic, and California desires to increase the purchase of surgical masks per month under the existing and, WHEREAS the MSA set forth a National institute for Occupation Safety and Health certi?cation cantingency for the N95 mask; and WHEREAS the attainment of the NIOSH certification for the N95 mask will now require additional time; and, WHEREAS, Buyer made a partial prepayment to Seller of $495,000,000 for masks for both the May and June production and deiiven'e?s; and, WHEREAS, because certification for the. N95 mask requires additional time, Seller will refund $247,500,000, representing half of the prepayment made by Buyer (attributed to N95 mask purchases in May 2020); and, WHEREAS, Seller reaffirms that Seller will retum the balance of the prepayment should certification forthe N95 mask not be obtained by the .- date agreed toain this Amendment or should other conditions of the MSA be triggered; and, WHEREAS, this Amendment No 2 strikes and replaces, and adds certain provisions to the MSA. . Amendment No. '2 to Equipment Master Supply Purchase Order Agreement. DocuSign Envelope ID: AGREEMENT Now, Therefore,- The pariies agree as follows: 1. Paragraph 2, N95 CONTIGENCY, of The MSA is sTricken and replaced as follows: The purchase of N95 masks under This Agreemenf is confingeni upon Seller obfaining The NaTional 'InsTiTuTe for Occupaiion? Safefy? and Heaifh cerilficafian 3ic 2020 for The N95 masks purchased under This Agreement unless boTh 'parTies agree in wrifing To exfend This due dafe. 2. Paragraph 6 INVOICE PAYMENT Timing PaymenT cf invgiges Manner of Remiffina Purchase Order Paymenfs is sTricken and replaced as follows: - During The Term of This Agreement Seller will invoice Buyer in . accordance To This SecTion 6 Twice a week on every Monday and Thursday, and paymenT will be made en?The wiThin Three [32 business I days following eiecfronic receigf of The invoice seeh?isweiehee?deie Invoices weenie-madden Monday will be Wfor Purchase Order deliven'es made during each of The. previous four calendar days, and invoice; eeymenTs-meeie on Thursday Friday of each week will be eeymenf. fo'r Purchase Order deliveries made during each of The previous Three calendar days; Buyer will pay Seller, in The manner, prescribed in Secfion 3 "PaymenT MeThod". AT The end of This Agreemeni?s Term, if There are any unpaid Purchase Order deliveries and where Buyer has nor. reiecfed The deliveries pursuanf To This Agreemenf i such invoices will be paid in full wiThin ?ve business days. 3. Paragraph 12 AFFILIATE GUARANTEE of The MSA Is sfn'cken and replaced as followsr For The pUrposes of This Secfion, ?Guaranfeed MaferiaiObligaTion" will exclusively mean The following: Seller fails To obTain NIOSH cerfificaiion for N95 masks by April-394929 May 3 l, .2020; er?, (ii) Seller maierially Tails To deliver The N95 masks as specified in Exhibif {as modified by This Amendmenf No. or Seller does noT compieie wire Transfermof - $247,500, 000. 00, which is half of The ore pavmenf made by Seller, no lei-er Than 4:00 PM Pacific Daviiahf Time on May 8, 2020. Amendment No. 2 To EquipmenT Masfer Supply Purchase Order Agreemenf DocuSign Envelope ID: 4. Paragraph 32 AND REMEDIES of The MSA Is sfricken and replaced as follows: Should Seller fail To obTa?in The ceriificafion required in Se?cfion 2 Confingency" Sellerwill no lafer fhanMey8?2020June5 202D. refund To Buyer The Buyer 5 enTire remaining prepaymenT To Seller for The N95 masks - 5. Seller and Buyer will agree upon an updafed Exhibif AND - PAYMENT Of The? MSA as perTaining To The surgical masks no lafer 'Than May 8, 2020. The upddfed surgical mask schedule will be approved by confracf managemenr officers from bofh pariies and incorporaTed by" reference info This Amendmenf No. 2. Exhibif AND PAYMENT of The MSA as perfaining To The N95 masks will be approved by confraef managemenf of?cers from boTh ponies no IaTer Than May 22,. 2020 and incorporafed by reference info This Amendmenf No. 2. - 6.- Seller will iniTiaTe The process To rem'iT and refund $247.500.000.00. which is half - of The prep'a'ymenf made by Buyer. on May 6. 2020,. and The wire Transfer shall be complefed no laTer Than 4. '00 PM Pacific Dayliahf Time on May 8 2020. Buyer will provide Seller wifh confidenfial wire Transfer insTru cfions To effecfuafe Seller? '5 refund of $247 500 000 00 back To Buyer 7. This Amendmenf No. 2 shall be effecfive as of The EffecTive Dafe. 8. Excepf as expressly amended by This Amendmenf No. 2, all 'ofher provisions Terms and condiTions of The MSA including Amendmenf No.1 shall remain The same. in full force and effecT and are- incorporafed herein by This reference. ?{Signafure Page Follows) I Amendmerif No. 2 To Equipmenf Masier5uppiy Purchase Order Agreemenf DocuSlgn Envelope ID: zsagAszo-BW Etaco?Asa The parties have executed this Amendment No. 2 as of the Effective Date written above, - Buyon Callfornla Governor's Office of Emergency Services WW Mam Name: Mark Ghilarduoci Title: Director, Governor?s Office of Emergency Services Date: 2? Address: 3650 Schriever Avenue, Mather, CA 95655 Email: - Phone: (916} 845.~85i0 . Seller: - Global Healthcare Product Solutions, LLC hacuslgned by: . [?fe BYE CF. Name: Ko Li Title: Authorized Reprosentotch-J Address: 919 North Market Street, Suite 950, Wilmington, DE 19801 Email: contact@ghps.us Phone: {Additional Signature Page Follows) Amendment No. 2 to Equipment Master Supply Purchase Order Agreement DocuSlgn Envelope ID: By signing below, the Guarantor hereunder agrees to be bound by the terms of Amendments 1 and 2 of the Agreement, as applicable and consistent with the MSA guarantees. GUARANTOR: . BYD MOTORS, LLC Doousmnod by: Name: Ke Li Title: President Date: 5/5/2020 Address: 1800 Figueroa st, LosAngeIes; CA 90015. Email: notices@byd.com Phone: (800] Amendment No. 2 to Equipment Master Supply Purchase Order Agreement