Chicago Pneumatic Construction Equipment LLC

DISTRIBUTOR AGREEMENT

(Non-exclusive)

Chicago Pneumatic Construction Equipment LLC 3700 E. 68th Avenue Commerce City, Colorado 80022 USA

THIS AGREEMENT is entered into effective as of [date] between Chicago Pneumatic Construction Equipment LLC (formerly named Chicago Pneumatic Construction Tools LLC), a limited liability company organized under the laws of Delaware with its principal place of business at 3700 E. 68th Avenue, Commerce City, Colorado 80022 (“CHICAGO PNEUMATIC”), and [ company name ] ("Distributor"), a [ type of company ] located at [ address ].

Background: CHICAGO PNEUMATIC’s business includes marketing, sale, and servicing of Chicago Pneumatic -brand portable compressors, generators, construction tools and demolition equipment (pneumatic, hydraulic, and gasoline- powered).

Chicago Pneumatic and Distributor have as their common objective the promotion, sale, and servicing of the Products in the Territory in a manner which will best serve the interests of purchasers and users thereof, will maintain and enhance the excellence and reputation of such Products and Services and will create and maintain goodwill for Chicago Pneumatic and all of Chicago Pneumatic’s Distributors. To further these objectives, Chicago Pneumatic Distributor have set forth in this Agreement their respective functions, rights, duties, and obligations.

Chicago Pneumatic and Distributor agree as follows:

1. DEFINITIONS

As used herein the following terms will have the indicated meanings. Certain other capitalized terms are defined elsewhere in this Agreement.

“ Confidential Information” means any ACCE proprietary information, technical data, trade secrets or know-how, including, but not limited to, product and service plans, customer lists, analysis software, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, and other business information disclosed to Dealer by the ACCE orally, in writing or by visual depiction. Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Dealer or any other person. “Distributor Price” means the price the Distributor must pay Chicago Pneumatic for any Product.

“ Policies” means manuals (for example “Dealer Manual”) or other documents containing procedures or policies, as amended from time to time, that Chicago Pneumatic provides to Distributor.

“Price List” means Chicago Pneumatic price lists and discount schedule (if any) as in effect from time to time.

“Products” means th Chicago Pneumatic brand products referred to in Schedule 1, including the parts, accessories and attachments thereto, that Chicago Pneumatic makes available to Distributor from time to time.

“Service” will mean the installation, repair, and maintenance of the Products, including warranty work.

“Territory” will refer to the area(s) of primary responsibility described in Schedule 2.

2. GRANT

2.1. Under and subject to the terms and conditions of this Agreement, ACCE hereby appoints Distributor and Distributor hereby accepts appointment, as a Chicago Pneumatic authorized Distributor for the Products and Service in the Territory. During the term of this Agreement, Chicago Pneumatic will sell to Distributor and Distributor will buy, for resale and distributor rental fleet use, the Products under and subject to the terms and conditions and other provisions of this Agreement. It will be the primary responsibility of Distributor to promote the sale and rental of, and provide Service for, the Products in and throughout the Territory. will have the right to enlarge, reduce, or otherwise amend Distributor's Territory at any time and solely at the discretion of Chicago Pneumatic however, Chicago Pneumatic will give written notice of such change to Distributor at least thirty (30) days prior to the effective date of the change.

2.2 This Agreement does not constitute the granting of a franchise or franchise rights. Distributor further acknowledges that it has not been required to, nor has it paid or promised to pay, any franchise fee in connection with the execution of this Agreement.

2.3 This Agreement does not confer an exclusive territory upon Distributor. Chicago Pneumatic reserves the right to appoint other Distributors in the Territory and to sell Products and/or provide Service to anyone, including, without limitation, OEM accounts, national accounts, or to governmental entities and agencies, for resale or otherwise, and without liability or compensation to Distributor.

2.4 Distributor's Accounts and House Accounts

2.4.1 Ordinarily the Company will refer to Distributor all inquiries for Products from within Distributor's APR. The Company, however, reserves the right, upon notice to Distributor, to sell the Products to any account within Distributor's APR. In the event of a direct sale by the Company into Distributor's APR, the Company may, in its discretion, make a payment to Distributor for assistance in the sale, for warranty or other service, or for other reasons.

2.4.2 If the Company has designated any accounts within Distributor's APR as "House Accounts", the same shall be shown in Schedule C, which the Company in its discretion may modify from time to time. Only the Company may sell Products to the House Accounts.

Initials:_____ 2.5 The Distributor hereby covenants that all distribution of products pursuant to this Agreement in strict compliance with any and all embargos or other trade restrictions of any nature, in effect from time to time, issued by any relevant governmental authority, including but not limited to the United States, as well as international organizations such as the United Nations and the European Union. Distributor agrees and gives assurance that no items, equipment, materials, services, technical data, technology, software or other technical information or assistance furnished by Chicago Pneumatic, or any goods, products or services resulting therefrom, shall be exported or re-exported by Distributor or its authorized transferees, if any, directly or indirectly, except to the consignee(s), if any, specified in a particular order, and in any case in strict accordance with applicable U.S. export laws and regulations, and United Nations resolutions and European Union directives relating to trade embargoes and restrictions. Violation of this section will constitute a material and non-curable breach of this Agreement and entitle Chicago Pneumatic to terminate the Agreement immediately upon written notice to the Distributor.

3. DISTRIBUTOR OBLIGATIONS

In addition to its other obligations under this Agreement, Distributor will:

3.1 energetically promote and maximize the potential for the sale and rental of the Products throughout the Territory and diligently and systematically solicit customers for, and make sales of, the Products in all market segments in the Territory;

3.2 comply with all applicable Policies, including (but not limited to) policies and procedures pertaining to placement of orders, order cancellation, freight, returns, warranty, marketing and communication, and credit and finance policies (Distributor understands and acknowledges that certain Policies that Chicago Pneumatic provides to Distributor may pertain only to portable compressors or generators, and other Policies may pertain only to construction tools, compaction equipment, and demolition equipment.);

3.3 maintain a place or places of business and all necessary facilities and sales and service force as required to satisfactorily perform and discharge Distributor’s functions and obligations within the Territory, including adequate facilities for Servicing the Products, and will keep the same clean, attractive, and in good condition;

3.4 maintain in stock an inventory of the Products in such reasonable variety and amount as is needed to meet the sales and service requirements of customers in the Territory, and will have on hand such Products, fixtures, equipment, and supplies as may be needed to perform all such sales and service functions and obligations called for hereunder;

3.5 maintain effective sales administration and control through the use of appropriate records, performance standards and measurements and share this information with Chicago Pneumatic sales and service personnel to promote the sale and service of the Products;

3.6 maintain records, which Chicago Pneumatic may examine at any time (upon reasonable notice), relating to Products and quantities sold, showing the serial number (if applicable), the date of delivery, and the name and address of the buyer, and otherwise provide marketing, sales and service data to Chicago PneumaticI in a form acceptable to Chicago Pneumatic :

3.7 provide Chicago Pneumatic with financial reports (such as but not necessarily limited to balance sheet, income statement, and notes, if any) accurately showing the financial condition of Distributor’s business at reasonable intervals as Chicago Pneumatic may request;

Initials:_____ 3.8 satisfy reasonable sales goals and Service goals for the Territory that will be established, after consultation with Distributor, by Chicago Pneumatic ; (The Company will periodically evaluate Distributor's sales performance against the established sales objectives and will accord Distributor an opportunity to discuss and comment upon the evaluation. In the event Distributor shall fail to obtain the annual sales objectives established, the Company may, in its discretion, (a) reduce or modify Distributor's APR; or (b) eliminate one or more of the Products from Schedule A, or both.)

3.9 provide training for Distributor’s sales and service personnel by sending them to such training courses or programs, as Chicago Pneumatic may offer;

3.10 provide training to Distributor’s customers regarding the Products;

3.11 conform all advertising and marketing materials to the instructions of Chicago Pneumatic and not use materials that are disapproved by Chicago Pneumatic in its sole discretion;

3.12 comply with all applicable Federal, State and Local laws, rules and regulations in the order, sale and service of the Products and provide Chicago Pneumatic with such information and assistance as may be reasonably requested in connection therewith;

3.13 neither modify nor mechanically alter any Product nor impair the legibility of any warning or instruction labels or markings, and provide original start up related inspection work, mechanical adjustments necessary for proper operation, and instruction in operation and maintenance;

3.14 avoid deceptive, misleading or unethical practices (whether or not such practices are detrimental to Chicago Pneumatic or the Products);

3.15 make no false or misleading representations with regard to Chicago Pneumatic (or any affiliate) or the Products;

3.16 make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of the Products that are inconsistent with the published literature or documentation distributed by Chicago Pneumatic ;

3.17 not relocate or ustilize any other location for the sale or rental of Products whether within or outside the APR, unless distributor obtains the Company’s prior written agreement.

3.18 not appoint any sub-distributors nor sell or rent any products, which directly or indirectly compete with Products.

4. OBLIGATIONS UPON SALE OF PRODUCTS

4.1 In addition to its other obligations under this Agreement, Distributor will perform, or cause to be performed, in accordance with Chicago Pneumatic then published and current policies, practices and procedures the following with respect to all Products sold by Distributor:

a. Provide delivery and original installation, related inspection work, mechanical adjustments necessary for proper operation, and instruction on operation and maintenance;

b. Prepare and submit to Chicago Pneumatic all required delivery, installation and inspection reports; 4

Initials:_____ c. Service of Products, including warranty repairs using only genuine Chicago Pneumatic parts, or other parts approved by Chicago Pneumatic ;

d. Provide such inspection and verification of the use, operation and maintenance of Products and reports with respect thereto, as Chicago Pneumatic may require.

4.2 Sales by Others. With respect to all new Products sold by another authorized Chicago Pneumatic Distributor or by Chicago Pneumatic for delivery or use within the Territory, Distributor will perform without charge to the customer, in accordance with Chicago Pneumatic then published and current policies, practices and procedures, some or all of the functions and services stated in Subsection 4.1 of this Section 4, if and as requested by the such other authorized Chicago Pneumatic distributor, or Chicago Pneumatic as the case may be. If Distributor fails to perform such functions or services, then Chicago Pneumatic , in addition to all other rights and remedies available to Chicago Pneumatic , may perform such duties (or ask another authorized distributor to perform the service) and charge Distributor for such performance.

4.3 With respect to all Products sold by Distributor for delivery or use outside the Territory, upon making such a sale, Distributor will promptly advise Chicago Pneumatic whether Distributor itself will perform the above functions and services stated in Subsection 4.1 or whether Distributor has arranged to have some or all such functions and services performed by another authorized distributor (or other firm approved by Chicago Pneumatic). Distributor understands and agrees that even if Distributor has arranged for another authorized distributor or firm to perform any of the functions and services stated in Subsection 4.1, Distributor remains liable under this Agreement for all functions and services.

5. PRICES, PAYMENT AND OTHER TERMS

5.1 Prices. All Distributor Prices that Distributor will pay for Products ordered from Chicago Pneumatic will be determined by reference to Chicago Pneumatic Price List in effect from time to time. Chicago Pneumatic, in its sole discretion, has the right to change the prices and discounts (if any) and to add or delete Products to or from the Price List, provided, however, that once Chicago Pneumatic has accepted Purchaser's order, Chicago Pneumatic willl not change the price that applies to that specific order.

Distributor understands that the price that Distributor charges for the Products will be established solely by the Distributor and under its sole and complete control. Should Chicago Pneumatic provide “suggested resale” prices or any other form of suggestion as to resale price level, the Distributor is free to either observe those suggestions or not.

5.2 Taxes. Unless otherwise stated, Chicago Pneumatic prices do not include sales, use, excise or similar taxes. Consequently, in addition to the prices in effect at the time of sale, the amount of any present or future sales, use, privilege, excise or similar tax, local, state or federal, applicable to sale of the Products will be paid by Distributor. In lieu thereof, Distributor may provide Chicago Pneumatic with a tax- exemption certificate acceptable to the taxing authorities.

5.3 Payment. Unless otherwise agreed to in advance and in writing by Chicago Pneumatic , the payment terms for Products ordered pursuant to this Agreement will be net 30 days after the date of the invoice. A service charge of the lesser of 1% per month or the highest rate permitted by law will be charged on all overdue accounts. Notwithstanding the foregoing, the Chicago Pneumatic reserves the right at any time

Initials:_____ to require full or partial payment in advance, or to revoke any credit previously extended, if, in Chicago Pneumatic judgment, Distributor’s financial condition does not warrant proceeding on the terms specified.

5.4 Terms and Conditions. All sales of Products by Chicago Pneumatic to Distributor will be made under the terms and conditions and other provisions of this Agreement. Unless Chicago Pneumatic agrees to the contrary in a written document that makes specific reference to this Agreement and which is signed by authorized representatives of Chicago Pneumatic and Distributor, no term or conditions contained in any request for quotation, purchase order, acknowledgment or other form of writing of Distributor (whether printed, typed or handwritten), except those specifying the identity of the Products, quantities ordered and purchase price, will apply to any sale of Products by Chicago Pneumatic to Distributor. Any documents that either party may use from time to time for their mutual convenience such as purchase orders or sales acknowledgment forms will be deemed to be for administrative convenience only and the terms and conditions of this Agreement will supersede and take precedence over any terms and conditions which may be contained on any such forms.

5.5 Delivery, Risk of Loss. Unless otherwise expressly agreed, Products manufactured, assembled or warehoused in the continental United States are delivered F.O.B. shipping point of origin, and Products shipped from outside the continental United States are delivered F.O.B. point of entry. Where the scheduled delivery of Products is delayed by Distributor, or by a force majeure event, Chicago Pneumatic may store the Products at the expense and risk of Distrbutor. Shipping dates are approximate, and are based upon timely receipt of all necessary information and approvals. Chicago Pneumatic reserves the right to deliver in installments. Risk of loss and damage will pass to Distributor upon delivery to either of the F.O.B. points or upon moving into storage, whichever occurs first.

5.5.1 The Company shall not be liable for failure to ship Products on time or fill orders for the Products where prevented by any cause beyond the Company's reasonable control, or if the demand for any Products shall exceed the Company's available supply. If the Company does not have an adequate supply of the Products for all orders from its distributors, the Company may allocate Products in the exercise of its sole discretion.

5.6 Orders. Distributor’s orders for Products will be in writing, which may be sent by facsimile (to a facsimile number designated by Chicago Pneumatic ) or, if agreed in writing in advance by Chicago Pneumatic , via Chicago Pneumatic ’s online ordering system. All orders will be subject to acceptance by Chicago Pneumatic at its offices in Commerce City, Colorado, or such other places as may be designated by Chicago Pneumatic . Chicago Pneumatic may accept or reject any order, in whole or in part, in its sole discretion. Chicago Pneumatic will inform Distributor of any rejection of an order, in whole or in part, within a reasonable time after such rejection; failure to send a rejection will not be interpreted to mean that that an order has been accepted.

5.7 Inspection of Products. Distributor must inspect received Products promptly upon receipt. If Distributor does not notify Chicago Pneumatic in writing within 10 (ten) days after Distributor’s receipt of any defect, shortage or other nonconformity with respect to the Products in writing within ten (10) days of delivery, the Products will be deemed to meet all Product specifications and to be irrevocably accepted, unless agreed otherwise in a writing that is signed by authorized representatives of Chicago Pneumatic and Distributor.

5.8 Cancellation of Orders. Distributor acknowledges that Chicago Pneumatic Policies regarding cancellation of orders will apply. Distributor further acknowledges that, in accordance with such Policies, certain orders may not be cancellable, and that cancellation fees may apply (which in some circumstances may amount to the full purchase price of the Product).

5.9 Return of Products. Distributor acknowledges that Chicago Pneumatic Policies regarding return of products will apply. Subject to such Policies and Chicago Pneumatic prior written approval, Distributor may be allowed to return to Chicago Pneumatic at a facility designated by Chicago Pneumatic and at

Initials:_____ Distributor’s sole risk and expense, any new, current, unused, undamaged, unsold and still saleable Products purchased hereunder. Returns of Products may be subject to restocking charges.

5.10 Changes in Product Design, Product Lines. Chicago Pneumatic may change the design of any Product or add any new or different Product or line at any time or from time to time without notice or obligation to Distributor, including without limitation with respect to any Products previously ordered or purchased by or delivered to Distributor. Chicago Pneumatic may also discontinue any Product at any time without liability to Distributor.

6. TERM AND TERMINATION OF AGREEMENT

6.1 Term. This Agreement will commence as of the effective date listed on page 1 above and will remain in full force and effect until one year from the effective date (unless sooner terminated in accordance with this Agreement). Thereafter, this Agreement will automatically renew for additional one-year terms, unless either party provides at least thirty (30) days prior written notice of its decision to terminate as hereinafter provided.

6.2 Termination without cause. This Agreement may be terminated without cause by either party upon sixty (60) days written notice.

6.3 Termination for cause. a. This Agreement may be terminated for cause immediately upon written notice by CHICAGO PNEUMATIC to Distributor in the event that:

i. Distributor fails to make any payment due to CHICAGO PNEUMATIC on the due date and fails to pay during a period of thirty (30) days after the date of a payment request sent from CHICAGO PNEUMATIC;

ii. Distributor fails to comply with any of the other terms of this Agreement, and fails to take material steps to remedy such failure within thirty (30) days after CHICAGO PNEUMATIC gives written notice thereof;

iii. Distributor has failed to remedy its failure to comply with any of the terms of this Agreement within sixty (60) days after CHICAGO PNEUMATIC’s notice;

b. This Agreement will terminate automatically with immediate effect (without the necessity of any notice) in the event that:

i. Distributor ceases to function as a going concern, or a receiver is appointed for it or applied for, or a petition under any bankruptcy or corporate reorganization law is filed by or against it, or it makes an assignment for the benefit of creditors;

ii. There is any sale, transfer or relinquishment of any substantial interest in the ownership of Distributor or any change in management of Distributor;

iii. CHICAGO PNEUMATIC discovers a misrepresentation by Distributor in this Agreement, or any other document(s) delivered by Distributor to CHICAGO PNEUMATIC;

iv. There is any assignment or attempted assignment by Distributor of any interest in this Agreement without CHICAGO PNEUMATIC’s prior written consent;

Initials:_____ v. Distributor breaches any of its obligations under this Agreement relating to any confidential information or intellectual property of CHICAGO PNEUMATIC (or any affiliate of CHICAGO PNEUMATIC).

6.4 In the event either party has any business dealings with the other party after termination of this Agreement, those business relations will not be construed as a renewal of this Agreement nor as a waiver of any such termination. Any such transactions will be governed by the terms identical with the provisions of this Agreement unless the parties execute a new agreement for those continuing business relationships.

6.5 The termination or expiration of this Agreement will not release or affect, and this Agreement will remain fully operative as to, any obligations or liabilities of either party in existence at the effective date of such termination or expiration. Upon expiration or termination of this Agreement, the obligations which by their nature are intended to survive expiration or termination of the Agreement, will survive.

6.6 Immediately upon delivery of a notice of termination by either party, or the expiration of this Agreement, CHICAGO PNEUMATIC and its representatives will be permitted reasonable access to the business premises of Distributor for the purpose of inspecting the Products and Distributor will cooperate with any reasonable request by CHICAGO PNEUMATIC in this respect.

7. OBLIGATIONS UPON TERMINATION

7.1 Upon termination of this Agreement:

a. Distributor will cease to be an authorized Distributor of the Products and the Services, and Distributor will immediately pay CHICAGO PNEUMATIC all sums owing to CHICAGO PNEUMATIC;

b. Distributor will cease to perform warranty work and all other Services, and will no longer be eligible to receive reimbursement from CHICAGO PNEUMATIC with respect to any warranty work thereafter performed on any Product(s);

c. Distributor will discontinue use of trademarks or trade names of CHICAGO PNEUMATIC (or any affiliate of CHICAGO PNEUMATIC) by removing, at its own expense, all signs and discontinuing any and all forms of communication identifying itself as an CHICAGO PNEUMATIC Distributor; and will return all Confidential Information and materials in its possession (including copies, if any) to CHICAGO PNEUMATIC;

d. In addition to information and materials to be returned upon termination, Distributor will return Product lists, catalogs, circulars, sales leaflets, instruction and service manuals, and advertising materials that were furnished to it by CHICAGO PNEUMATIC.

e. CHICAGO PNEUMATIC reserves the right to not ship any accepted and outstanding orders of Distributor, except C.O.D., upon issuance of a Standby Letter of Credit, or other mode of prepayment acceptable to CHICAGO PNEUMATIC;

f. CHICAGO PNEUMATIC will, at its sole discretion, have the option to repurchase any and all Products, which are in Distributor’s stock, which are new, not obsolete, unused, and in saleable condition, and Distributor will be obligated to return some or all of the Products as directed by CHICAGO PNEUMATIC.

g. CHICAGO PNEUMATIC must exercise this option within sixty (60) days after termination of this Agreement.

Initials:_____ 8. PRODUCT WARRANTY

8.1 The Products are subject to warranty by CHICAGO PNEUMATIC only per CHICAGO PNEUMATIC’s applicable warranty policies as they may be in effect from time to time and communicated to Distributor. CHICAGO PNEUMATIC’s current warranty policies are attached hereto in Schedule 3. Distributor must pass on to each customer the specific warranty for the individual Product sold (along with the appropriate warranty registration form). Distributor will perform and fulfill all of the terms and conditions of each warranty, except to the extent an authorized representative of CHICAGO PNEUMATIC expressly agrees otherwise in writing. Except to the extent an authorized representative of CHICAGO PNEUMATIC expressly agrees otherwise, any attempt by Distributor to pass any other warranty or promise of CHICAGO PNEUMATIC to any other party is void and of no force or effect.

EXCEPT AS STATED IN CHICAGO PNEUMATIC’S APPLICABLE WARRANTY, CHICAGO PNEUMATIC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE.

8.2 Distributor Warranties. Distributor, in the exercise of its sole discretion, may extend an additional warranty to its customers in connection with each sale of the Products. Distributor will perform and fulfill all of the terms and conditions of any such additional warranty. The terms of any such additional warranty given by Distributor must state that the additional warranty is the sole obligation of Distributor and not an obligation of Chicago Pneumatic.

8.3 Warranty Claims. Every warranty claim by Distributor’s customers, based upon alleged nonconforming Products, regardless of the manufacturer of those Products, and all information relating thereto which is communicated to Distributor will be communicated in writing to CHICAGO PNEUMATIC. Distributor also will promptly ascertain and communicate to CHICAGO PNEUMATIC the pertinent facts, including a full description of the Products, a copy of CHICAGO PNEUMATIC’s sales invoice or number, the nature of the alleged defect, the circumstances under which the defect was discovered and, if applicable, any misuse or neglect or inappropriate installation, maintence, or storage in connection with the Products. Distributor will not for the account of CHICAGO PNEUMATIC do any repair work nor replace Products nor grant refunds to customers except upon and pursuant to terms of specific written instructions from a duly authorized representative of CHICAGO PNEUMATIC.

Warranty repairs that are authorized and approved by CHICAGO PNEUMATIC will be reimbursed to Distributor in the following manner:

a. CHICAGO PNEUMATIC, at its option, will either supply replacement parts free of charge or credit Distributor’s account at current prices for parts supplied from Distributor’s inventory. All replaced parts must be held by Distributor for at least ninety (90) days following the filing date of Distributor’s warranty claim pending instructions from CHICAGO PNEUMATIC as to disposition of the parts.

b. Labor expenses incurred by Distributor in connection with warranty repairs are reimbursed at seventy-five percent (75%) of Distributor’s published labor rate on file with CHICAGO PNEUMATIC. Travel expenses by means of car or truck only and incurred by Distributor are reimbursed in accordance with CHICAGO PNEUMATIC’s then-current mileage reimbursement policy. No other expenses of travel will be reimbursed unless agreed to in advance by CHICAGO PNEUMATIC in writing. CHICAGO PNEUMATIC reserves the right to disapprove the number of hours or miles claimed if they appear to be unreasonable.

Initials:_____ c. In order for Distributor to be eligible for reimbursement (for applicable labor, parts, mileage) in accordance with the foregoing, the following must be true: (i) the repair or replacement work is covered by warranty; (ii) Distributor is able to document, at CHICAGO PNEUMATIC’s request, completion of recommended or required maintenance for the Product at prescribed intervals using correct parts; and (iii) the warranted repair or replacement work is performed by an authorized distributor.

d. Distributor will retain for at least three (3) years and permit inspection by CHICAGO PNEUMATIC of all records and documents supporting reimbursement claims by Distributor for products, service parts and labor employed in performing warranty work and supply any and all of the aforesaid records and documents at the request of CHICAGO PNEUMATIC.

9. CONFIDENTIAL INFORMATION

9.1 Each party agrees that except for marketing information and other materials that the other party releases to the public generally, all information and materials provided by the other party are confidential and proprietary, whether or not identified as such (“Confidential Information”). Each party will hold all Confidential Information in confidence, will not disclose it to any third party, will disclose it only to its employees who have a need to know, and will not use it in any way other than as intended by the disclosing party. Notwithstanding the foregoing, the term Confidential Information does not include any information that (a) was known to the public at the time it was disclosed or later becomes known to the public, in either case without breach of these terms and conditions, (b) is disclosed in accordance with approval given in a writing signed by duly authorized representatives of CHICAGO PNEUMATIC and Distributor, or (c) is independently developed by the receiving party prior to receiving it from the discloser.

9.2 Without limiting the generality of the foregoing, any design, manufacturing drawings or other information or materials that CHICAGO PNEUMATIC submits to Distributor and are not intended for dissemination by Distributor, will be considered Confidential Information and remain the exclusive property of CHICAGO PNEUMATIC, and may not, without CHICAGO PNEUMATIC’s prior written consent, be copied or communicated to any third party.

10. INDEPENDENT CONTRACTOR

The Distributor will not act as an agent, employee, or legal representative of CHICAGO PNEUMATIC for any purpose, and will have no power or authority to incur or create any obligations or liability of any kind for or on behalf of CHICAGO PNEUMATIC. Distributor promises to hold CHICAGO PNEUMATIC harmless from such liability and agrees to fully indemnify CHICAGO PNEUMATIC in the event that CHICAGO PNEUMATIC is held liable to a third party as a result of Distributor's conduct. Distributor will conduct its business as an independent contractor and all persons employed in the conduct of such business will be employees of Distributor, and all costs and obligations incurred by reason of any such employment will be for the sole account and expense of Distributor.

Initials:_____ 11. FORCE MAJEURE

Neither CHICAGO PNEUMATIC nor Distributor will be liable for any failure to perform its obligation hereunder resulting from any cause beyond its reasonable control, including, without limitation, any act of God, fire, flood, earthquake, strike, lockout, factory shutdown or alteration, civil disturbance, insurrection, war, act of civil or military authority, law, regulation, act or order of any national or local government or any department, agency or representative, weather, accident, act or default of common carrier or wreckage. Force majeure will not excuse payment obligations.

12. INTELLECTUAL PROPERTY

12.1 All patents, trademarks, trade names, service marks, copyrights, designs and other intellectual property (collectively, “Intellectual Property”) relating to the Products (including related documentation) will be and remain the property of CHICAGO PNEUMATIC (and/or CHICAGO PNEUMATIC’s affiliate) and no rights to duplicate such property will accrue to Distributor as a result of this Agreement.

12.2 Distributor will include and not alter, obscure or remove any trademark, trade name or service mark used or claimed by CHICAGO PNEUMATIC (or any affiliate of CHICAGO PNEUMATIC), or any markings, colors or other insignia that are contained on or in or affixed to the Products or any documentation at the time of shipment. 12.3 Distributor agrees that its use of any Intellectual Property of CHICAGO PNEUMATIC (or any affiliate of CHICAGO PNEUMATIC) does not create in Distributor’s favor any right, title or interest in any Intellectual Property, and Distributor acknowledges CHICAGO PNEUMATIC’s (or CHICAGO PNEUMATIC’s affiliate’s) exclusive right, title and interest to the Intellectual Property. Distributor agrees that it will not use any name or mark that is similar to or likely to be confused with any Intellectual Property of CHICAGO PNEUMATIC (or any affiliate of CHICAGO PNEUMATIC).

12.4 Without limiting the foregoing, Distributor will not have any right to use any Intellectual Property of CHICAGO PNEUMATIC (or any affiliate of CHICAGO PNEUMATIC) in connection with any Internet website or domain name without express written consent provided in a written document that is signed by a duly authorized officer of CHICAGO PNEUMATIC. Notwithstanding the foregoing, Distributor is hereby permitted to appropriately display the Chicago Pneumatic logo on Distributor’s website, subject to this Section and subject to CHICAGO PNEUMATIC’s policies as they may be in effect from time to time. If CHICAGO PNEUMATIC gives Distributor permission to use any Intellectual Property of CHICAGO PNEUMATIC in connection with any website, the parties acknowledge that such permission will terminate upon the termination of this Agreement. Notwithstanding the foregoing, CHICAGO PNEUMATIC at its sole discretion may at any time in whole or in part revoke Distributor’s permission to use any Intellectual Property of CHICAGO PNEUMATIC (or of any affiliate of CHICAGO PNEUMATIC) in connection with any website or otherwise.

12.5 Distributor will in a conspicous manner maintain a link to the Chicago Pneumatic web site (www.atlascopco.us or any other site designated by CHICAGO PNEUMATIC) on Distributor’s website.

12.6 Patent Infringement Indemnification. If notified promptly in writing of any action (and all prior related claims) brought against Distributor based on a claim that the Products infringe any valid United States patent, CHICAGO PNEUMATIC will defend the action at its expense and pay all costs and damages finally awarded in the action or settlement which are attributable to the claim. CHICAGO PNEUMATIC will have 11

Initials:_____ sole control of the defense of any action and all negotiations for its settlement or compromise. Distributor will cooperate fully with CHICAGO PNEUMATIC in the defense, settlement or compromise of any action.

Notwithstanding the foregoing, CHICAGO PNEUMATIC has no liability to Distributor to the extent that any infringement or claim is based on (i) the use of any Product in combination with equipment or products not supplied by CHICAGO PNEUMATIC where the Product would not itself be infringing, (ii) compliance with designs, specifications or instructions of Distributor or any of its customers, (iii) use of any Product in an application or environment for which it was not designed, (iv) modifications of the Products by anyone other than CHICAGO PNEUMATIC, or (v) any claims of infringement of any patent asserted by any third party in which Distributor or any affiliate or Customer of Distributor has an interest or license.

13. SECURITY INTEREST

As security for the payment by Distributor of the purchase price for Products, Distributor hereby grants to CHICAGO PNEUMATIC, and CHICAGO PNEUMATIC hereby accepts, a purchase money security interest in all Products delivered hereunder while they are in Distributor’s possession, in any and all lease and purchase contracts for the Products entered into between Distributor as seller or lessor and Distributor’s customers, in any and all payments for Products due and payable from Distributor’s customers to Distributor, and in any and all proceeds of such purchases and leases collected by Distributor from Distributor’s customers (together with their products and proceeds, including all credit, fire and other insurance proceeds). Distributor acknowledges that a copy of this Agreement may be filed with the appropriate authorities as a financing statement in order to evidence the security interest granted to CHICAGO PNEUMATIC. In addition, Distributor agrees to execute and deliver such financing statements and other documents as CHICAGO PNEUMATIC may from time to time request to perfect the security interest granted hereby. Distributor agrees to immediately report to CHICAGO PNEUMATIC (a) any seizure or attachment of the Products by Distributor’s creditors; (b) any petition in bankruptcy, insolvency, receivership or similar proceeding filed by or against Distributor; or (c) any arrangement, composition or similar agreement for the benefit of Distributor’s creditors. All Products sold hereunder will be considered movables and personal property, and not real property or unmovable fixtures, even if such Products are affixed to real property.

14. LIMITATION OF DAMAGES

NEITHER PARTY SHAL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY (WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND AND HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PRODUCTION, LOSS OF OPERATION TIME, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS OR PROFIT, LOSS OF REVENUE, LOSS OF OR WASTE OF TIME OF MANAGEMENT OR LABOR, EXCESS ENERGY CONSUMPTION, PUNITIVE DAMAGES, FINES, PENALTIES OR DAMAGES DUE UNDER CONTRACTS WITH OTHERS, OR LOSS OF USE OR DEVELOPMENT OF RESOURCES, EVEN IF THE PARTY ALLEGED TO BE AT FAULT HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

Initials:_____ CHICAGO PNEUMATIC’s LIABILITY FOR DAMAGES TO DISTRIBUTOR FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WILL NOT EXCEED THE PRICE PAID FOR THE UNIT OF PRODUCT(S) AT ISSUE.

15. MISCELLANEOUS

15.1 Section headings are for the purposes of convenience only and are not intended to form a part of nor to be used for purposes of interpretation to the text hereof.

15.2. The provisions of this Agreement will be deemed separable. Therefore, if any part of this Agreement is rendered void, invalid, or unenforceable; such rendering will not affect the validity and enforceability of the remainder of this Agreement.

15.3 Any and all communication required as provided for in this Agreement will be in writing, sent by any of the following: next business day courier (e.g. DHL; FedEx) charges prepaid; confirmed fax, or via hand delivery, addressed to the addresses first set forth on front of Agreement. Any change in address will be promptly communicated in writing from either party to the other party.

15.4 This Agreement supersedes any and all prior agreements, if any, whether written or oral, between the parties with respect to the subject matter contained herein.

15.5 Each Party agrees that it has not relied on any representation, warranty, or provisions not explicitly stated in this Agreement, and that no oral statement has been made to either Party that in any way tends to waive any of the terms or conditions of this Agreement. This Agreement constitutes the final written expression of all terms of the Agreement, and it is a complete and exclusive statement of those terms.

15.6 No variation, amendment, or modification of this agreement will be valid unless contained in a writing that is signed by authorized representatives of both parties, and provided that such signed writing expressly refers to this Agreement, and states how this Agreement is amended.

15.7 This Agreement will be governed by the law of the State in which the address of Distributor set forth in the introduction to this Agreement is located.

15.8 Neither party may assign this Agreement or any its rights or obligations hereunder without the other's party’s written consent, which consent will not be unreasonably withheld or delayed, provided, however that CHICAGO PNEUMATIC may, without any consent, assign this Agreement or any right or obligation hereunder to any of its affiliates.

15.9 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. This Agreement may be executed by facsimile and upon such execution shall have the same force and effect as an original.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date and year first stated above.

[NAME OF DISTRIBUTOR] Chicago Pneumatic Construction Equipment LLC

Initials:_____ By:______By:______(Signature) (Signature) ______(Printed Name and Title) (Printed Name and Title)

Date:______Date:______

Initials:_____ SCHEDULE 1 PRODUCTS

Hydraulic attachments; [list the product range] Pneumatic hand held equipment: [list the product range] Gasoline driven hand held equipment: [list the product range] Hydraulic hand held equipment: [list the product range] Compaction Equipment [list the product range]

Portable compressors: [list the product range] Portable generators: [list the product range]

Parts and consumables: [list the product range]

SCHEDULE 2 TERRITORY

Distributor will concentrate its efforts on servicing, promoting, and making sales of Products to customers within the following territory:

1. Territory a 2. Territory b 3. Territory c 4. Territory d 5. Territory e 6. Territory f 7. etc

Initials:_____ SCHEDULE 3 PRODUCT WARRANTIES

PRODUCT WARRANTY Chicago Pneumatic-brand construction tools and demolition equipment sold by Chicago Pneumatic Construction Equipment LLC or its authorized distributors (including rig mounted hydraulic attachments, handheld pneumatic breakers, handheld pneumatic hammers, handheld motor drills/breakers, handheld hydraulic breakers)

Construction tools and demolition equipment products are warranted to be free from defects with regard to materials and workmanship for the period of twelve (12) months from date of purchase. Parts that have been repaired or replaced by Chicago Pneumatic Construction Equipment LLC or its authorized distributor pursuant to the above are warranted under normal and proper use, storage, service and maintenance against defects in workmanship and material for a period of thirty (30) days from date of repair or adjustment or the expiration of the product warranty, whichever is longer.

The warranties do not apply to expendable components. Nor will Chicago Pneumatic Construction Equipment LLC or its authorized distributor have any obligation to make repairs or replacements which are required by normal wear and tear, or which result, in whole or in part, from catastrophe, fault or negligence, or from improper or unauthorized installation, storage, operation, service or repair of the products, or use of the products in a manner for which they were not designed, or by causes external to the products.

If a product allegedly is defective in material or workmanship within the warranty scope, the purchaser must promptly contact Chicago Pneumatic Construction Equipment LLC or an authorized distributor to determine whether the purchaser should either (a) send the product to a service location or (b) make the product available at the purchaser’s location (or another location) for examination by Chicago Pneumatic Construction Equipment LLC or its authorized distributor. The cost and risk of transporting the allegedly defective Product to Chicago Pneumatic Construction Equipment LLC or its authorized distributor will be borne by the purchaser, and the cost of transporting the corrected Product back to the purchaser will be borne by Chicago Pneumatic Construction Equipment LLC or the authorized distributor, F.O.B the location from which Chicago Pneumatic Construction Equipment LLC or its authorized distributor sends back the corrected Product to the purchaser. (If the allegedly defective product that purchaser sends to Chicago Pneumatic Construction Equipment or an authorized distributor is not defective, the purchaser will also bear the cost of the transport of the product back to the purchaser.)

If examination by Chicago Pneumatic Construction Equipment LLC or its authorized distributor results in a determination that the Product is defective in workmanship or material, subject to the warranty scope and limitations, the Product will be repaired or replaced (or credited) at no charge. If the Product upon such examination is found to not be defective in workmanship or material (for example, if the Product is not functioning properly due to abnormal use, improper service, or unauthorized alteration, modification or parts usage), then such repair or replacement, if any, will be performed by Chicago Pneumatic Construction Equipment LLC or an authorized distributor at normal servicing charges to the purchaser plus shipping costs.

CORRECTION OF NON-CONFORMITIES, IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED HEREIN, WILL BE THE PURCHASER’S SOLE AND EXCUSIVE REMEDY AND WILL CONSTITUTE FULFILLMENT OF ALL LIABILITIES FOR SUCH NONCONFORMITIES, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE WITH RESPECT TO OR ARISING OUT OF SUCH PRODUCT.

THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE ARE HEREBY DISCLAIMED.

Initials:_____ PRODUCT WARRANTY Chicago Pneumatic-brand portable air compressors sold by Chicago Pneumatic Construction Equipment LLC or its authorized distributors

Portable air compressors are warranted to be free from defects with regard to materials and workmanship for the period of fifteen (15) months from date of shipment from the factory, or twelve (12) months from date of initial startup, whichever occurs first, without limitation in running hours.

Air compressor elements and gearbox assemblies used in portable air compressors, are warranted to be free from defects with regard to materials and workmanship for the period of twenty-seven (27) months from date of shipment from the factory, or twenty-four (24) months from date of initial startup, whichever occurs first, without limitation in running hours. Chicago Pneumatic service (or other Chicago Pneumatic-approved) kits including parts and oils (Paroil) must be used to maintain warranty.

• Units powered by Perkins Diesel Perkins Diesel engines are warranted to be free from defects with regard to materials and workmanship for the period of twelve (12) months from the date of initial startup, without limitation in running hours or for the period of twenty-four (24) months from the date of initial startup, prior to the accumulation of 3000 running hours.

• Units powered by Deutz Diesel Deutz Diesel engines are warranted to be free from defects with regard to materials and workmanship for the period of twelve (12) months from the date of initial startup, without limitation in running hours or for the period of twenty-four (24) months from the date of initial startup, prior to the accumulation of 2000 running hours.

• Units powered by John Deere Diesel John Deere Diesel engines are warranted to be free from defects with regard to materials and workmanship for the period of twelve (12) months from the date of initial startup, prior to the accumulation of 2000 running hours.

• Units powered by Kubota Diesel Kubota Diesel engines are warranted to be free from defects with regard to materials and workmanship for the period of twenty-four (24) months from the date of initial startup, or accumulation of 2000 running hours, whichever occurs first. Main components of the engine have a warranty of (36) months from the date of initial startup, or accumulation of 2000 running hours, whichever comes first – including: crankcase (cylinder block), cylinder head, crankshaft, connecting rod, pistons, gears, flywheel, flywheel housing, oil pump, pulleys, governor, inlet manifold, & oil pan.

If a product allegedly is defective in material or workmanship within the warranty scope, the purchaser must promptly contact Chicago Pneumatic Construction Equipment LLC or an authorized distributor to determine whether the purchaser should either (a) send the product to a service location or (b) make the product available at the purchaser’s location (or another location) for examination by Chicago Pneumatic Construction Equipment LLC or its authorized distributor. The cost and risk of transporting the allegedly defective Product to Chicago Pneumatic Construction Equipment LLC or its authorized distributor will be borne by the purchaser, and the cost of transporting the corrected Product back to the purchaser will be borne by Chicago Pneumatic Construction Equipment LLC or the authorized distributor, F.O.B the location from which Chicago Pneumatic Construction Equipment LLC or its authorized distributor sends back the corrected Product to the purchaser. (If the allegedly

Initials:_____ defective product that purchaser sends to Chicago Pneumatic Construction Equipment or an authorized distributor is not defective, the purchaser will also bear the cost of the transport of the product back to the purchaser.)

CORRECTION OF NON-CONFORMITIES, IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED HEREIN, WILL BE THE PURCHASER’S SOLE AND EXCUSIVE REMEDY AND WILL CONSTITUTE FULFILLMENT OF ALL LIABILITIES FOR SUCH NONCONFORMITIES, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE WITH RESPECT TO OR ARISING OUT OF SUCH PRODUCT.

THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE ARE HEREBY DISCLAIMED.

Initials:_____ PRODUCT WARRANTY Chicago Pneumatic-brand portable generators sold by Chicago Pneumatic Construction Equipment LLC or its authorized distributors

Portable generators are warranted to be free from defects in material and workmanship for the period of fifteen (15) months from date of shipment from the factory, or twelve (12) months from date of initial startup, whichever occurs first, without limitation in running hours.

Mecc Alte alternator assemblies, voltage regulators, and voltage changeover switches, used in Chicago Pneumatic portable generator sets, are warranted to be free from defects with regard to materials and workmanship for the period of twenty-six (26) months from date of shipment from the factory, or twenty-four (24) months from date of initial startup, whichever occurs first, without limitation in running hours.

The warranty period for Newage AVK SEG alternator assemblies begins on the date of initial start-up of the alternator at customer side and ends 24 months after start-up of the generator at the customer side (without limitation in hours) with a maximum of 30 months after delivery to Chicago Pneumatic Construction Equipment LLC. When a defect in the alternator has been remedied or a new alternator is supplied, a new warranty period of 6 months or the remaining warranty period of the part it replaced will be applied, whichever is the longest. Service parts carry a 6 month warranty.

•Units powered by Yanmar Diesel Yanmar Diesel engines are warranted to be free from defects with regard to materials and workmanship for the period of twenty-four (24) months from the date of initial startup, or accumulation of 2000 running hours, whichever occurs first. Electrical components and fuel system components are warranted for the period of twelve (12) months from the date of initial startup, or accumulation of 1000 running hours, whichever occurs first.

• Units powered by John Deere Diesel John Deere Diesel engines are warranted to be free from defects with regard to materials and workmanship for the period of twelve (12) months from the date of initial startup, without limitation in running hours, or for the period of twenty-four (24) months from the date of initial startup, prior to the accumulation of 2000 running hours.

• Units powered by Volvo Diesel Volvo industrial engines are warranted to be free from defects with regard to materials and workmanship for the period of twelve (12) months from the date of purchase. The warranty covers the cost of either replacing defective parts or of having such parts repaired or of obtaining equivalent parts whichever is the lowest to Volvo Penta. A defective part or product in the sense of this warranty is a part or product that is found to have an inherent defect which existed in it at the time of delivery. All warranty repairs must be carried out by an Authorized Volvo Penta distributor, dealer or workshop during normal working hours. This applies abroad as well.

If a product allegedly is defective in material or workmanship within the warranty scope, the purchaser must promptly contact Chicago Pneumatic Construction Equipment LLC or an authorized distributor to determine whether the purchaser should either (a) send the product to a service location or (b) make the product available at the purchaser’s location (or another location) for examination by Chicago Pneumatic Construction Equipment LLC or its authorized distributor. The cost and risk of transporting the allegedly defective Product to Chicago Pneumatic Construction Equipment LLC or its authorized distributor will be borne by the purchaser, and the cost of transporting the corrected Product back to the purchaser will be borne by Chicago Pneumatic Construction Equipment LLC or the authorized distributor, F.O.B the location from which Chicago Pneumatic Construction

Initials:_____ Equipment LLC or its authorized distributor sends back the corrected Product to the purchaser. (If the allegedly defective product that purchaser sends to Chicago Pneumatic Construction Equipment or an authorized distributor is not defective, the purchaser will also bear the cost of the transport of the product back to the purchaser.)

CORRECTION OF NON-CONFORMITIES, IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED HEREIN, WILL BE THE PURCHASER’S SOLE AND EXCUSIVE REMEDY AND WILL CONSTITUTE FULFILLMENT OF ALL LIABILITIES FOR SUCH NONCONFORMITIES, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE WITH RESPECT TO OR ARISING OUT OF SUCH PRODUCT. THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE ARE HEREBY DISCLAIMED.

Initials:_____