Revised February 2026

These Terms & Conditions of Purchase (“Terms”) shall apply to and govern the purchase of all goods and/or services (“Supplies”) identified in a Purchase Order issued by Xscape Photonics Inc. (“Xscape”) to the vendor identified on the face of the Purchase Order (“Vendor”). Acceptance of any Purchase Order is expressly limited to, and conditioned upon, Vendor’s assent to the terms and conditions contained in the Purchase Order and these Terms, which together form the entire agreement between Xscape and Vendor. Xscape expressly objects to and rejects any additional or different terms proposed by Vendor, whether contained in Vendor’s quotation, acknowledgment, or other communication, unless specifically agreed to in a separate written agreement signed by Xscape. Any modification or deviation from these Terms shall be valid only if agreed to in writing by Xscape.

Acceptance:

Acceptance by Vendor of any Purchase Order issued by Xscape shall be evidenced by Vendor’s written acknowledgment, commencement of work, or delivery of Supplies. If Vendor fails to reject a Purchase Order in writing within ten (10) days of receipt, the Purchase Order shall be deemed accepted. Xscape’s Purchase Order constitutes an offer and may be withdrawn at any time prior to acceptance. Xscape reserves the right to cancel any Purchase Order at any time, in its sole discretion, without any liability or costs at any time prior to Vendor’s acceptance.

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Pricing, Payment Terms:

The purchase price is specified in the Purchase Order and is a firm fixed price for the duration of the Purchase Order and is inclusive of all storage, handling, packaging and all other costs of Vendor. Payment terms shall be specified in the Purchase Order. All payments shall be in U.S. dollars.

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Delivery, Risk of Loss:

Time is of the essence. Delivery shall be strictly in accordance with the schedule set forth in the Purchase Order both as to time and quantities, and changes require prior written approved by Xscape. Vendor shall immediately notify Xscape in writing of any delays in shipment. Xscape reserves the right to cancel this Purchase Order in whole or in part if Vendor should fail to ship or deliver in accordance with the terms of the Purchase Order. Xscape is not obligated to accept partial or excess deliveries. Acceptance by Xscape of all or part of the Supplies shall not constitute a waiver by Xscape of its claims arising from delays in delivery. Unless otherwise specified, all shipments shall be FOB destination. Notwithstanding the foregoing, the risk of loss shall remain with Vendor as to the Supplies which are not accepted by Xscape.

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Inspection & Quality Control:

Notwithstanding any prior payments, all Supplies will be subject to final inspection and acceptance at Xscape’s premises within a reasonable time after delivery. In case any Supplies are defective in material or workmanship, or otherwise not in conformity with the requirements of this Purchase Order, Xscape shall have the right to reject it, to require its correction, or to accept it with an adjustment in price. If Vendor fails to promptly replace or correct any defective item, Xscape may exercise its termination rights pursuant to the Termination for material breach provision below.

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Confidential Information:

Vendor shall keep strictly confidential and not disclose to any third party any non-public information disclosed by Xscape to Vendor, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”), and shall use such Confidential Information solely for the purpose of performing its obligations under this Purchase Order.  Vendor shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Vendor may disclose Confidential Information only to its employees and contractors who have a need to know such information and are bound by confidentiality obligations no less restrictive than those set forth herein. The obligations of confidentiality shall survive termination or expiration of this Purchase Order for a period of five (5) years, except that obligations regarding trade secrets shall survive for so long as such information remains a trade secret under applicable law.

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Intellectual Property Rights:

To the extent Vendor, in performing under this Purchase Order, creates or delivers new work product, including without limitation, designs, documentation, software, customer lists, inventions, creations, works, devices, masks, models, work-in-process, and deliverables (“Work Product”), all such Work Product will be the exclusive property of Xscape. Vendor hereby assigns, and agrees to assign to Xscape all rights, title, and interest in and to the Work Product and associated intellectual property rights. Vendor further irrevocably waives, to the fullest extent permitted by law, any and all moral rights it may have in the Work Product and agrees not to assert rights against Xscape. Vendor will, during and after the term of this Purchase Order, provide reasonable assistance, at Xscape’s expense, to secure, maintain, and enforce Xscape’s rights in the Work Product, including copyrights, patent rights, mask work rights, trade secret rights, and any other proprietary rights. Background IP. Vendor may have pre-existing intellectual property rights that it incorporates into, or that is necessary for the use of, the Work Product (“Vendor’s Background IP”). Vendor hereby grants to Xscape a perpetual, irrevocable, worldwide, royalty free, non-exclusive, transferable license (with the right to sublicense) under Vendor’s Background IP to reproduce, modify, make, have made, sell, offer to sell, import, disclose, display, perform, and distribute the Work Product and any Xscape products incorporating the Work Product. Xscape Materials. All specifications, data, designs, and other materials provided by Xscape (“Xscape Materials”) remain Xscape’s property. Vendor may use them only to perform under this Purchase Order and will not disclose, reproduce, or use them for any other purpose. Upon request or completion of this Purchase Order, Vendor will return or destroy all Xscape Materials and copies.  

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Indemnity:

Vendor shall defend, indemnify and hold harmless Xscape and its officers, directors, agents and representatives, customers, and employees from and against any and all claims, suits, losses, penalties, damages, whether actual, punitive, consequential or otherwise, and associated costs and expenses, including attorney's fees, expert's fees, and costs of investigation, and all liabilities that are caused in whole or in part by: (a) any actual or alleged infringement of any title, patent rights, copyright, trademark, trade secrets or confidential or proprietary intellectual property rights, liens, or encumbrances of any nature relating to the Supplies; (b) any negligent or intentional act, error or omission by Vendor, its employees, officers, agents or representatives in the performance of this Purchase Order or in connection with the design or manufacture of the Supplies; (c) any defect or non-conformity in the Supplies or any noncompliance by Vendor with any of its representations, warranties or obligations under this Purchase Order; (d) death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated costs arising out of or relating to the Supplies; (e) tax-related claims; or (f) Vendor’s failure to comply with applicable laws.

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Warranties:

Vendor warrants that (a) all Supplies delivered (i) will be free from defects in design, workmanship, material, and manufacture, (ii) will comply with requirements of this Purchase Order, including any drawings/specifications referenced herein, and (iii) will be of merchantable quality and fit for the purposes intended by Xscape; and (b) to the extent applicable, all Supplies constituting services will be performed in a timely, diligent and competent manner in accordance with industry standards. The foregoing warranties are in addition to all other warranties express or implied, and will survive any delivery, inspection, acceptance or payment by Xscape. All warranties run to the benefit of Xscape and its customers. Xscape’s approval of Vendor’s materials or designs will not relieve Vendor of any warranty obligations. If Supplies delivered do not meet the warranties specified herein, Xscape may, at its sole option (x) require Vendor to correct any defective or nonconforming Supplies by repair or replacement at no cost to Xscape, or (y) return such defective or nonconforming Supplies to Vendor at Vendor’s expense and recover from Vendor the Purchase Order price thereof, or (z) correct the defective or nonconforming Supplies itself and charge Vendor with the cost of correction.

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Limitation of Liability:

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (a) XSCAPE’S TOTAL LIABILITY UNDER THIS PURCHASE ORDER (INCLUDING UPON AND AFTER ITS TERMINATION, EXPIRATION, OR CANCELLATION) IS TO PAY FOR SUPPLIES THAT CONFORM TO THE TERMS OF THIS PURCHASE ORDER AND ARE ACCEPTED BY XSCAPE; IN NO EVENT SHALL XSCAPE’S LIABILITY UNDER THIS PURCHASE ORDER EXCEED THE PRICE OF THE SUPPLIES GIVING RISE TO THE CLAIM; (b) XSCAPE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THIS PURCHASE ORDER, REGARDLESS OF THE NATURE OF VENDOR’S CLAIMED INJURY OR THE NATURE OF THE LEGAL CLAIM UNDER WHICH VENDOR SEEKS TO RECOVER, AND WHETHER OR NOT XSCAPE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

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Termination:

Xscape may terminate this Purchase Order in whole or in part by written notice (“Notice of Termination”) for any reason by providing thirty (30) days written notice to Vendor. Either Party can terminate this Purchase Order for default if the other party materially breaches any provision of the Purchase Order and fails to correct any such breach within thirty (30) days after receiving a Notice of Termination for default. Termination by Xscape shall not relieve Vendor of any liability under the Purchase Order and Vendor may not suspend performance of this Purchase Order for any reason. Following delivery of any Notice of Termination, Vendor shall promptly terminate all work under this Purchase Order and, at Xscape’s option and request, Vendor shall transfer title and deliver to Xscape all finished Supplies completed prior to receipt of the Notice of Termination and all work in process, and the parts and materials which Vendor produced or acquired in accordance with this Purchase Order. Vendor will also take actions reasonably necessary to protect property in Vendor’s possession in which Xscape has an interest until disposal instructions from Xscape have been received. In connection with a termination by Xscape for reasons other than Vendor’s default, Xscape shall pay to Vendor the price for all conforming Supplies completed by Vendor or received by Xscape prior to the Notice of Termination. The obligations of Vendor to Xscape survive termination of this Purchase Order.

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Compliance with Law:

Vendor shall comply with all applicable federal, state, and local laws, rules, and regulations in the performance of this Purchase Order, including without limitation those relating to data protection, privacy, anti-bribery and anti-corruption. Further, Vendor agrees to comply with all export and re-export control laws and regulations as may be applicable to any transaction or information shared with Xscape hereunder, including, without limitation, the Export Administration Regulations promulgated by the United States Department of Commerce, the International Traffic in Arms Regulations promulgated by the United States Department of State, and any of the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury.

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Use of Artificial Intelligence:

Vendor shall not, without the prior written consent of Xscape, use, incorporate, or otherwise make available any information, data, materials, or other content provided by Xscape, including without limitation Xscape’s Confidential Information, in connection with any artificial intelligence system, algorithm, model, or similar technology, whether for purposes of training, input, testing, processing, analysis, fine-tuning, or generation of any output. Vendor shall further refrain from utilizing any artificial intelligence system, algorithm, model, or similar technology in the performance of its obligations or in the provision of Supplies under this Purchase Order, unless expressly authorized in advance and in writing by Xscape. Any consent granted by Xscape under this provision shall be specific, limited in scope, and may be revoked by Xscape at any time in its sole discretion.

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Miscellaneous:

      Subcontracting and Assignment:.

                Vendor shall not subcontract, transfer, or assign any of its rights or obligations under this Purchase Order, in whole or in part, to any third party or any of its affiliates without the prior written consent of Xscape. Any permitted subcontracting shall not relieve Vendor of its obligations or liability under this Purchase Order, and Vendor shall remain fully responsible for the proper performance of all obligations hereunder. Xscape may assign this Purchase Order, in whole or in part, to any of its affiliates or to any third party in connection with a merger, acquisition, restructuring, disposal, change of control, or sale or other transaction relating to all or substantially all or any portion of Xscape’s business or assets.

      Governing Law:

                This Purchase Order and any disputes arising out of this Purchase Order and these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principles.

      Insurance:

              Vendor and its subcontractors at all tiers shall obtain and maintain such insurance coverage as is customary in Vendor’s industry and is no less than that required by applicable law, including Workers Compensation/ Employers’ Liability or the local equivalent coverage with statutory limits. Vendor shall also maintain Commercial General Liability or the local equivalent insurance in an amount of no less than One Million Dollars (USD $1,000,000). If requested by Xscape, Vendor shall provide copies of its certificate(s) of insurance reasonably satisfactory to Xscape.

     Remedies:

              The rights and remedies contained herein shall be cumulative and in addition to any other rights and remedies provided by law or equity.

     Publicity:

              Seller shall not publicize or disclose the relationship with Xscape, the existence of this Purchase Order, or any transactions hereunder, without the express, prior written consent of Xscape.  

     No Waiver:

              The failure of either party to enforce at any time any of the provisions of this Purchase Order or these Terms shall not be construed to be a waiver of the right of the party thereafter to enforce any such provisions.

     Severability:

              If any provision of this Purchase Order or these Terms is found void and unenforceable, such provision shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable law, and all remaining provisions shall continue to be valid and enforceable.

     Translation:

              Any translation of this Purchase Order and these Terms is done for local requirements, and in the event of a dispute between the English and any non-English versions, the English version of this Purchase Order and these Terms shall govern.

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