TAMARACK ACTIVECARE PARTS PROGRAM

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TERMS AND CONDITIONS

September 15, 2023

These terms and conditions (“T&Cs”) describe the Tamarack ActiveCare Parts Program (“Tamarack ActiveCare”) provided by Tamarack Aerospace Group, Inc. (“Tamarack”) to the undersigned participant (“Customer”) effective as of the date first written above (the “Effective Date”).

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TERMS AND CONDITIONS

September 15, 2023

These terms and conditions (“T&Cs”) describe the Tamarack ActiveCare Parts Program (“Tamarack ActiveCare”) provided by Tamarack Aerospace Group, Inc. (“Tamarack”) to the undersigned participant (“Customer”) effective as of the date first written above (the “Effective Date”).

1. Scope. Tamarack launched Tamarack ActiveCare as a way for customers to save on the costs and expenses of the maintenance and any replacement parts that may be necessary for the Tamarack® Active Winglet System (the “Winglet System”) to continue to run optimally beyond the expiration of the initial one-year warranty included with Customer’s original purchase of the Winglet System (the “Original Warranty”). The parts and services included in Tamarack ActiveCare will be as described in Exhibit A, which is attached hereto. Tamarack will provide Customer with prior written notice of any change or modification it may make to Exhibit A at least thirty (30) days before such change or modification is to take effect.

2. Exclusions. Tamarack ActiveCare includes the parts and services listed in Exhibit A only. Any parts and services not listed, including, without limitation, labor, structural items not listed, components or parts that require replacement due to external damage (e.g., ground damage, hangar rash, misuse, negligence, accident, etc.), are not included in or covered by your Tamarack ActiveCare subscription.

3. Term. Your Tamarack ActiveCare will commence and will continue as follows, pursuant to Customer’s Plan indicated above (the “Term”):

(a) New Customer Plan: Your Tamarack ActiveCare plan will commence on the date indicated under Customer’s signature below and will continue, unless earlier terminated in accordance herein, for the duration Customer owns the Winglet, provided that Customer continues to remit payments as they become due in accordance with these T&Cs.

(b) Elite, Premium, or Standard Plan: Your Tamarack ActiveCare plan will commence on the date indicated under Customer’s signature below and will continue for a period of twelve (12) months thereafter, during which time Tamarack ActiveCare can only be terminated by Customer for Cause (defined below). Upon the expiration of this initial term, Tamarack ActiveCare will automatically renew for additional one-month periods until a party gives notice of non-renewal to the other party no less than fifteen (15) days prior to the expiration of the then-current renewal period.

4. Termination. Customer may terminate its participation in Tamarack ActiveCare: (a) upon at least thirty (30) days’ prior written notice provided to Tamarack, or (b) immediately upon providing written notice to Tamarack for Cause. For the purposes of these T&Cs, “Cause” means: (i) Tamarack’s material breach of its obligations under these T&Cs; or (ii) Tamarack’s insolvency. In the event of a breach of these T&Cs by Customer, Tamarack may terminate Customer’s Tamarack ActiveCare subscription immediately by providing written notice of such breach, provided, however, that Customer shall have thirty (30) days to cure such breach, if such breach is curable. Upon termination, neither party will have any further obligations to the other with respect to Tamarack ActiveCare, provided that Customer shall remit all amounts due to Tamarack that were accrued up to the effective date of termination and any orders for replacement parts that have not been shipped as of the effective date of termination will be cancelled.

5. Payments.

(a) Customers who enroll in the New Customer Plan will pay nine hundred dollars ($900) per month for the duration Customer owns the Winglet, or until Customer terminates its enrollment in Tamarack ActiveCare, whichever is earlier. In the event Customer enrolls in a New Customer Plan and subsequently terminates its enrollment, Customer will only be eligible for the Elite, Premium or Standard Plan for reenrolling in Tamarack ActiveCare.

(b) Unless otherwise waived, Premium Plan and Standard Plan Customers must remit a single payment of the applicable buy-in amount due in accordance with its Tier within ten (10) days of commencing Tamarack ActiveCare participation.

(c) During the Term, Customers must enroll in automatic credit card payments to participate in Tamarack ActiveCare. Tamarack will provide Customer with an automated monthly statement of the applicable Tamarack ActiveCare participation fee no later than the fifteen (15th) of each month. Customer’s account on record for automatic payments will be charged on the first day of the following month.

(d) Any additional fees that Customer may incur (e.g.,  labor, etc.) will be invoiced separately and payment for such invoices will be due within thirty (30) days of the date of the invoice.

6. Risk of Loss During Shipment; Inspection; Nonconformance.  During shipment, risk of loss of any replacement part(s) shipped by Tamarack to Customer under Tamarack ActiveCare will lie with Tamarack. Customer must notify Tamarack of any conspicuous and/or aesthetic damage, defect, or nonconformance (collectively, “Nonconformance”) of the part within five (5) days of delivery. Customer’s failure to notify Tamarack of aesthetic Nonconformance will be deemed an acceptance of such replacement part. Any replacement parts with a Nonconformance , will be replaced by Tamarack, at Tamarack’s sole cost and expense.

7. Disclaimer. Other than as specifically provided in these T&Cs, Tamarack makes no other representations or warranties of any kind with respect to the goods and services, which are provided to Customer “as is” without warranty of any kind, express or implied. Tamarack makes no other warranties whatsoever, whether written or verbal, express, implied or statutory, including, without limitation, that the goods or services meet Customer’s requirements, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising from course of dealing ort usage of trade.

8. Limitation of Liability. Under no circumstances will Tamarack be liable for any incidental, special, consequential or indirect damages of any kind including, without limitation, loss of profits, interruption of business or the like, regardless of the form of action (contract, tort or any other legal or equitable theory), even if Tamarack has been advised of the possibility of such damages. In no event will Tamarack’s aggregate cumulative liability for any claims arising out of or relating to Tamarack ActiveCare exceed the amounts paid to Tamarack by Customer in the twelve (12) months prior to the claim.

9. Indemnification. Customer agrees to indemnity and hold harmless Tamarack and its officers, shareholders, directors, members, managers, partners, agents, contractors, and employees against all claims, damages, costs (including attorneys’ fees and costs) incurred by any of them arising from a third-party claim as a result of (a) misuse, (b) modification of any replacement part, or (c) breach of these T&Cs, by Customer or its officers, shareholders, members, managers, partners, agents, contractors and/or employees.

10. Miscellaneous.

(a) Governing Law; Venue. Any and all claims, controversies and causes of action arising out of or relating to these T&Cs or Tamarack ActiveCare will be governed by the laws of the State of Idaho without regard to the conflicts of law principles thereof that would require the application of the laws of another jurisdiction and will be brought exclusively in the United States District Court for the District of Idaho. Each party hereby submits to personal jurisdiction in such courts and agrees to waive the defense of forum non conveniens with respect thereto.

(b) Assignment. Customer may not assign its participation in Tamarack ActiveCare, or any other rights or obligations under these T&Cs without the prior written consent of Tamarack. Tamarack may freely assign its rights and obligations under these T&Cs.

(c) Notices. All notices required or permitted under this will be in writing and will be deemed effective upon delivery personally, by overnight delivery with proof of receipt, or upon deposit in the United States Post Office, by certified mail, postage prepaid, addressed to the other party at the address shown herein, or at such other address or addresses as either party will designate to the other in writing in accordance herewith.

(d) Severability. If any provision is held to be illegal, invalid or unenforceable, such provision will be eliminated solely to the extent that it is illegal, invalid, or unenforceable without invalidating the remainder of such provision or the remaining provisions of this T&Cs.

(e) Entire Agreement; Counterparts. This T&Cs (including any exhibits hereto) sets forth the entire agreement of the parties with respect to the subject matter hereof. This T&Cs may be executed in counterparts, all of which, taken together, will constitute the entire Agreement.

(f) Representations and Warranties. Customer represents and warrants to Tamarack: (a) the execution, delivery and performance of this T&Cs (i) has been duly authorized and represents its legal, valid and binding obligation, enforceable in accordance with its terms and (ii) does not contravene any contractual obligation or restriction binding upon or affecting such party; and (b) it will comply with all applicable laws in performing its obligations hereunder and in using any of the parts subject to Tamarack ActiveCare.

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EXHIBIT A

SCOPE OF TAMARACK ACTIVECARE

The following services are included in Customer’s participation in Tamarack ActiveCare:

1. Regularly scheduled maintenance and parts.

1. 3C Inspections and Labor
2. Unlimited Technical Support

(b) Unscheduled maintenance parts*:

(i) ATLAS Control Unit (ACU) – MSRP as of the Effective Date: $22,670.31;

(ii) TACS Control Unit (TCU) – MSRP as of the Effective Date: $35,572.56;

(iii) Annunciator LRU – MSRP as of the Effective Date: $2,445.66;

(iv) Whelen LED Wing Tip Light – MSRP as of the Effective Date: $7,170.00; and

(v) Whelen LED Tail Light – MSRP as of the Effective Date: $1,062.00.

(c) Overnight shipping for Customers within the United States (excluding Alaska, Hawaii and Puerto Rico); expedited shipping for Customers outside the continental United States. Other shipping options are available at Customer’s additional cost and expense.

*To receive a replacement of any part listed in Section 1(b), Customer must first notify Tamarack of its need for a replacement part (via email permitted) and thereafter return to Tamarack the damaged part. Return removed unit inside 30 days of removal to avoid an additional $12,000 core charge.