EXPLANATORY NOTE: [*] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Exhibit 10.21

December 10, 2014

Caterpillar Inc.

Building Construction Products Division

400 Regency Forest Drive, Suite 400

Cary, North Carolina 27518

Attn: Joseph Hellrung

Dear Sir,

This letter spells out commercial terms related to the purchase of MTL undercarriages and tracks (“Products”) by the Building Construction Products Division of Caterpillar Inc. (“Caterpillar”) from ASV Corporation. Caterpillar and ASV are each a party (“Party”) to this letter and collectively may be referred to as parties (“Parties”).

Duration . The Parties agree to a firm commitment to purchase for the next three (3) years from date of signing this letter (“Execution Date”).

Pricing . A straight forth structured method to adjust for the major cost drivers (steel, rubber and the motor).

[* Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.]

Or

Pricing will be weighted and adjusted according to the content of the bill of material. Tracks and wheels will follow the SMR20 and Butadiene indexes. All other steel components will follow Bureau of Labor Statistics US Producer price indexes of (1504) and ductile iron casting and (101703) hot rolled steel sheet and strip.

Price Reduction . In addition to ASV’s aggressive pricing concession commitments we would also include a volume discount bonus. The volume discount only applies only if the entire three year program is agreed to.

Tracks – Cost Savings . Low cost track identified: ASV will provide an affordable track option to Caterpillar to supply their low cost replacement tracks. When ASV’s affordable track becomes available Caterpillar will then purchase all their replacement tracks from ASV. Caterpillar will discontinue purchasing low cost replacement tracks from their current supplier. During the interim, Caterpillar can continue to purchase low cost tracks from their current supplier. ASV will perform the validation process on the entry level Alpha and Beta tracks. We’re looking at an estimated introduction time frame for the new track of 4-6 months which includes the validation process by ASV.

Parts . Parts pricing will be capped at [*] per year over the life of the agreement and will remain at previous years pricing if 2000 per year or more units are purchased on the whole goods side. ASV will provide input on the cost drivers if the [*] price increase is required.

Delivery Requirements . Caterpillar will provide ASV with a forecast of its needs for equipment, and parts for the next twelve (12) months. The first three (3) months of each such forecast shall be firm and binding on both Caterpillar and ASV.

-2-

[* Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.]

-3-

2015 Pricing reflects a [*] discount on U/C’s, [*] discount on primary tracks, and [*] discount on the low volume tracks.

[* Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.]

DISTRIBUTORSHIP AGREEMENT (CONSTRUCTION-AUS)

This Agreement is entered into on August 20, 2009 by and between Terex United Kingdom Limited , a private company with limited liability having its registered office at 252 Upper Third Street, Grafton Gate East, Central Milton Keynes, MK9 1DZ, England (“ Terex Compact ”), Terex GmbH , a private company with limited liability having its registered office at Schaeffstrasse 8, 74595 Langenburg, Germany (“ Terex GmbH ”), and A.S.V., Inc ., a division of Terex Corporation having its place of business at 840 Lily Lane, Grand Rapids, Minnesota 55744, U.S.A. (“ ASV ”) (with Terex Compact, Terex GmbH and ASV being collectively referred to as the “ Supplier ”); and CEG Distributions Pty Limited (the “ Distributor ”), a company established and organised under the laws of NSW, Australia, having its statutory office at Lot 8 Pavitt Crescent, Wyong NSW 2259, registered in the Register of Commerce in Australian Securities and Investment Commission under the number A.C.N. 122 041 749.

W I T N E S S E T H:

In consideration of the mutual covenants contained herein, the parties agree as follows:

As used herein, the term:

1.1 “Affiliate” shall mean, with respect to a specified Person, another Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by or under common control with the Person specified

1.2 “Dealers” shall refer to authorized dealers with whom the Supplier enters into Dealer Agreements from time to time pursuant to which such Dealers will sell Products to end user customers on a retail basis, such Products having been purchased by the Distributor from the Supplier pursuant to this Agreement, and sold by the Distributor to the Dealer on terms to be mutually agreed by the Distributor and such Dealers from time to time.

1.3 “Dealer Agreement” shall refer to the form of agreement attached hereto as Schedule E under which each Dealer shall purchase Products from Distributor for resale to end user customers on a retail basis.

1.4 “Equipment” shall refer to those goods manufactured and/or marketed by Supplier and listed on Schedule A attached hereto; as such Schedule may be revised from time to time by Supplier, and all options, attachments and accessories to such goods.

1.5 “Locations” shall refer to the full and complete description of the location or locations and premises of Distributor set forth in Schedule B to this Agreement

1.6 “Minimum Inventory Amount” shall mean the amount listed as the Minimum Inventory Amount in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor.

1.7 “Minimum Marketing Expenditure” shall mean the amount listed as the Minimum Marketing Expenditure in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor, which shall be used to advertise the Products.

1.8 “Minimum Purchases Amount” shall mean the amount listed as the Minimum Purchases Amount in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor, which shall be used to purchase Products from Supplier.

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1.9 “Parts” shall refer to those goods manufactured and/or marketed by Supplier as replacement, repair, spare or service items for the Equipment and which are listed in the Parts Price List and supplements thereto furnished to Distributor from time to time by Supplier.

1.10 “Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization

1.11 “Products” shall refer to the Equipment and Parts together.

1.12 “Standard Terms and Conditions” shall mean Supplier’s standard Terms and Conditions of Sale, as revised from time to time by Supplier, including without limitation those in effect on the date of this Agreement, as set forth in Schedule C attached hereto.

1.13 “Fixed Term” of this Agreement shall mean an initial fixed term of five years (the “Initial Fixed Term”), commencing as of the date first stated above and ending on August 19, 2014. Absent a termination of the Initial Fixed Term pursuant to any applicable provision hereof, then unless a party provides the other with at least ninety (90) days prior written notice of its intent to terminate this Agreement at the expiration of the Initial Fixed Term, this Agreement shall automatically renew for a fixed five-year period (the “Initial Fixed Renewal Term”). Absent a termination of the Initial Fixed Renewal Term pursuant to any applicable provision hereof, then unless a party provides the other with at least ninety (90) days prior written notice of its intent to terminate this Agreement at the expiration of the Initial Fixed Renewal Term, this Agreement shall then automatically renew for successive fixed terms of five year each (the “Fixed Renewal Terms”), unless a party notifies the other of its intent to terminate this Agreement at the expiration of the then current Fixed Renewal Term no later than ninety (90) days prior to the expiration of the then current Fixed Renewal Term, or unless this Agreement is otherwise terminated pursuant to any applicable provision hereof. The Initial Fixed Term, the Initial Fixed Renewal Term, and the Fixed Renewal Terms are referred to collectively as the “Fixed Term.”

1.14 “Territory” shall mean the geographical territory of Australia.

1.15 “Trademarks” shall mean the marks or names specified as the Trademarks in Schedule A or such other marks or names as Supplier may from time to time specify shall be used by Distributor in relation to the Products.

1.16 “Warranty” shall mean the Standard Manufacturer’s Limited Warranty in effect from time to time for each Supplier, the current form of which is attached hereto as Schedule D .

2.1 (a) Subject to the terms and conditions of this exclusive Agreement, Supplier hereby appoints Distributor as an exclusive distributor of Supplier’s Products in the Territory only to the Dealers during the Fixed Term . Distributor hereby accepts said exclusive appointment, and agrees to use its best efforts to maximize sales of the Products in its Territory and only in this Territory. Distributor hereby accepts responsibility for stocking, display, sale, lease, delivery, installation, follow-up and service of Products in the Territory. Except as provided in Section 2.1(b) during the period of the exclusive distributorship granted by this Agreement, the Supplier must not sell, rent, lease or otherwise convey Products within the Territory or appoint other distributors for the Products within the Territory or even reduce the size of the Territory.

(b) In furtherance of paragraph (a) above, and not in limitation thereof. Supplier reserves the right, on an unsolicited or solicited basis, to sell Products directly to customers whom it considers national and/or strategic accounts, without incurring any liability or obligation to Distributor, whether for commission or otherwise. Without limiting the foregoing, the Supplier may directly communicate with, accept orders from and supply Products to such national and/or strategic accounts. A list of national and/or strategic accounts may be made available to Distributor from time to time upon written request therefore. The number and identity of national and/or strategic accounts may be changed or modified from time to time by Supplier, in its sole and absolute discretion.

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2.2 Subject to the terms and conditions of this Agreement, Distributor may sell Products purchased from Supplier to the Dealers in such manner, at such prices and upon such terms as Distributor shall determine. Distributor is an independent contractor, not an agent or employee of Supplier. Distributor is prohibited from, and shall not enter into, any contract or commitment in the name or on behalf of Supplier or bind Supplier in any respect whatsoever. Distributor is not authorized to assume or create any obligation or responsibility, including but not limited to obligations based on warranties (other than as specifically provided in Section 7 hereof) or guarantees or other contractual obligations, on behalf or in the name of Supplier. Distributor shall not misrepresent its status or authority.

2.3 Effective as of the date hereof. Supplier hereby grants to Distributor a revocable, royalty-free, non-transferable, limited license to use the Supplier’s Trademarks to promote the sale and servicing of the Products within the Territory, solely in accordance with the following terms:

(a) Upon the prior written approval of Supplier, Distributor may utilize the Trademarks in Distributor’s identifying materials (i.e., letterhead, business cards, signage), as well as in Distributor’s marketing and promotional materials for the Products, and agrees to submit final proofs of all such identifying and promotional materials to Suppler for written approval prior to use.

(b) Notwithstanding such approval, Distributor agrees that all usage of the Trademarks shall strictly adhere to the usage guidelines established by Supplier from time to time.

(c) Distributor shall not include all or any portion of the Trademarks in its legally registered corporate, company, domain or trade name.

(d) Distributor shall at all times and in all printed materials clearly indicate that the Trademarks are registered trademarks of Supplier, and, to the extent practical, include the following attribution: “Terex is a registered trademark of Terex Corporation in the United States of America and many other countries, used with permission.”

(e) Distributor agrees that it will utilize only materials which do not disparage or place in disrepute Supplier, its businesses or its business reputation, and do not adversely affect or detract from Supplier’s goodwill or the goodwill appurtenant to the Trademarks or the Products and will use the Trademarks in ways which will not adversely affect Supplier’s business reputation and goodwill.

(f) The license granted hereunder will cease immediately upon the earlier of: (i) the termination of this Agreement; or (ii) the continued failure of Distributor to use the Trademarks in accordance with the terms hereof after ten (10) days written notice of same.

(g) Upon the termination of the license granted hereunder, all signs, advertisements, identifying materials, promotional materials, and other literature and/or media containing Supplier’s trade name or Trademarks which are in the Distributor’s possession shall be immediately returned to Supplier or destroyed.

(h) Distributor shall not (i) attack Supplier’s title or right in and to the Trademarks in any jurisdiction, (ii) attack the validity of this license or the Trademarks or (iii) contest the fact that Distributor’s rights under this Agreement cease upon termination of this Agreement. The provisions of this Section 2.3(h) shall survive the termination of this Agreement.

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3.1 Distributor agrees to use its best efforts to develop fully the potential for sales of Products in the Territory. To fulfill this responsibility, Distributor shall, without limitation:

(a) Actively and vigorously promote the sale, lease, rental and use of Products within the Territory to develop the market as fully as possible. This shall include, without limitation: (i) Distributor purchasing from Supplier Products during each applicable period during the Fixed Term of this Agreement Products in at least the amount listed as the Minimum Purchases Amount in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (ii) Distributor maintaining an inventory of Products equal to the Minimum Inventory Amount listed in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (iii) Distributor expending for marketing the Products during each applicable period during the term of this Agreement an amount at least equal to the Minimum Marketing Expenditure listed in Schedule A , or such other amount as evidenced from time to time in writing signed by Supplier and Distributor, and (iv) Distributor preparing and submitting to Supplier at least 180 days prior to the end of each year of the Term (“Term Year”), an annual business plan (“Business Plan”) for the marketing, promotion and sale of Products for the following Term Year. Supplier, in its discretion, may provide a form for such Business Plan. The Minimum Purchases Amount shall be measured using the aggregate value (ex-works price to the Distributor) of all Equipment and Parts purchased and paid for by the Distributor during the applicable period. For the avoidance of the doubt, the obligation of the Distributor to purchase Products in at least the amount listed as the Minimum Purchases Amount during any applicable period during the Fixed Term shall not in any way be conditioned upon any minimum purchase requirements agreed to by the Supplier and the Dealers or actual orders received by the Distributor from the Dealers.

(b) Maintain an organization and facilities (including, without limitation, suitable equipment and tools) in accordance with standards generally accepted in the industry, for the stocking, display, sale, delivery, installation, follow-up and service of Products in accordance with standards generally accepted in the industry. Schedule A to this Agreement includes a list of the owners and managers of Distributor and others involved in the operation of Distributor. Schedule B to this Agreement sets out a full and complete description of the location or locations and premises (including web-based “storefronts”) at which Distributor is authorized to perform under this Agreement. Any closing or relocation of the existing locations set forth on Schedule B , or addition of new locations within the Territory, including commencing sales through the internet, shall require prior written approval of Supplier. Distributor shall display Terex and ASV signage at each location, which signage may be provided by Terex and/or ASV, or shall be subject to prior approval of Terex and ASV, respectively.

(c) Maintain an inventory of Products reasonably sufficient to meet the anticipated short-term demand for all Dealers and Locations, but in no event lower than the Minimum Inventory Amount. Distributor will purchase all its requirements for ASV Equipment and Parts directly from ASV in Grand Rapids, Minnesota, USA, and all its requirements for Terex Equipment and parts from Terex Compact in Coventry, England and Langenberg, Germany, unless otherwise instructed by Supplier from time to time. Distributor shall send to Supplier, on at least a monthly basis, a sales and operations report, including a statement of: (i) Distributor’s sales during the period of new Products, used Products, demo Products and rental Products; (ii) Distributor’s current inventory at the end of the period of new Products, used Products, demo Products and rental Products (broken out by Equipment and Parts (including the part number and amount); (iii) Dealer demand and identity of current and prospective Dealers; (iv) Dealers’ reactions to the Products; (v) activities of competitors; and (vi such other information as Supplier may reasonably request. This report shall be delivered within ten (10) days after the end of the applicable period. Supplier may, in its discretion, provide a form for such report.

(d) Maintain normal business hours customary in the industry at all Locations and facilities and employ adequately trained personnel in all functions, including competent salespeople and service mechanics, to provide prompt, courteous and workmanlike service. This shall include, without limitation, employing at all times during the term of this Agreement at least one qualified service person employed by

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Distributor full-time and specified as the Minimum Staff in Schedule A attached hereto, or such other number as evidenced from time to time in writing signed by Supplier and Distributor (the “ Minimum Staff ”). At all times during the Term, Minimum Staff shall include a person or persons trained in the service of the Products (a “ Service Person ”). The Service Person(s) will be deemed trained if the Service Person successfully completes, on an annual basis, training at either Supplier’s regional service training school or Supplier’s respective service training schools conducted at the Terex facilities in Coventry England; Langenberg, Germany; and Grand Rapids, Minnesota USA.

(e) Deliver to each and every Dealer who purchases Products (except such classes of customer as Supplier may from time to time expressly exclude from the operation of such warranty) the standard written Supplier warranty applicable thereto. Distributor shall actively promote and manage a process by which Dealers in the Territory obtain completed warranty cards for Products from end user customers and shall ensure that those cards are accurately completed and forward them regularly to Supplier.

(f) Distributor shall deliver to Supplier in a timely manner, and no less often than semi-monthly, all requests for warranty-related expense reimbursement that it receives from Dealers in the Territory. Supplier shall provide a credit to the respective Dealer’s account with Distributor for all warranty-related expenses incurred by that Dealer that are approved by Supplier for reimbursement.

(g) Deliver and perform satisfactory service of Products in a prompt, courteous and workmanlike manner, including delivery, installation, follow-up, warranty service and non-warranty service, with respect to all Products which are in the Territory, regardless of when, where or by whom sold.

(h) Maintain a financial condition that is acceptable to Supplier to adequately support Distributor’s business volume with Supplier, and maintain accurate records, financial statements and operating statements reflecting the condition of Distributor’s business, in form satisfactory to Supplier, and provide to Supplier copies thereof not less frequently than annually. Without limiting the foregoing, Supplier may, in its judgment, request from time to time that (i) Distributor provide to Supplier interim financial statements, in form satisfactory to Supplier (which shall be satisfied if supplied in a form recognised as appropriate under Australian accounting principles), and Distributor shall promptly provide such statements to Supplier; and (ii) Distributor allow Supplier’s representatives, at reasonable times and from time to time, to examine Distributor’s place of business, inventories and business records to confirm Distributor’s compliance with its obligations to Supplier and to confirm Distributor’s performance under this Agreement.

(i) Distributor shall maintain a record of all sales, which shall be preserved for seven (7) years following termination of this Agreement for any reason. Distributor will, as and when requested by Supplier and at Supplier’s expense, transfer copies of such reports to Supplier or any successor distributors designated by Supplier. Distributor shall maintain comprehensive, current records indicating the name and address of each Dealer that has purchased Products from Distributor, and transfers of Products. Distributor shall make this information available to Supplier within ten (10) days after a request from Supplier. Distributor also shall provide Supplier with an annual report on the current total of Dealers to which it has provided Products and the Product population by model and serial number, location and application.

(j) Maintain accurate repair records on all Equipment and Parts on which it has provided services, and provide Supplier each quarter with accurate and timely information on overall Product performance and acceptance by submitting copies of all machine installation and follow-up inspection reports, and copies of maintenance reports, for all Products sold by Distributor. This information shall also include any customer requests for modifications or alterations to the Products.

(k) Cooperate with Supplier in marketing, sales or promotion program, and comply with such policies and procedures relating to marketing sales or promotion as Supplier may adopt from time to time, and maintain a sufficient supply of current sales and service literature regarding the Products furnished by the Supplier, and submit to a purchaser at or prior to delivery of Products all pertinent information furnished by Supplier for delivery with the Products, including any operator’s or service manuals for the Products.

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(l) Deliver Products only after they have been correctly assembled, adjusted and inspected and the purchaser or lessee, or anyone the purchaser or lessee designates, has been instructed as to the safe and proper operation of the Products, and submit to a purchaser or lessee at or prior to delivery of Products all pertinent information furnished by Supplier for delivery with the Products so purchased or leased, including any operator’s or service manuals for the Products.

(m) Notify Supplier immediately upon receiving notice of any claim, complaint or dispute being made against Distributor, a Dealer or Supplier by a customer or third party in respect of any of the Products.

(n) Meet such other reasonable standards and comply with such other reasonable policies and procedures as may be established by Supplier from time to time.

3.2 With each order for Products hereunder, Distributor acknowledges that it has complied, and will continue to comply, with all pertinent provisions of applicable international treaties, laws, rules, regulations, ordinances, standards and the like relating to, and will pay all sales, use and excise taxes and other charges imposed by any governmental authority applicable to, such resale or lease transactions. Distributor shall provide to Supplier copies of all exemptions, certificates and similar documents relating to any such taxes and other charges. Distributor shall also pay all license fees, sales, use, personal property and excise taxes, duties and any other fees, assessments, liens or taxes that may be assessed or levied by any governmental authority against Supplier or Distributor on account of, or measured by, any Products that are in route to, shipped to or in the possession of Distributor, or any sale by Supplier to Distributor hereunder. Distributor agrees to indemnify and hold Supplier harmless from all of the above-described taxes, duties, fees, assessments and other charges.

3.3 Neither Distributor nor any person, organization or body interested in Distributor, whether as partner, shareholder, principal, director, officer or otherwise, will at any time during the Fixed Term of this Agreement be concerned or interested, in any capacity, and whether directly or indirectly, in the design, manufacture, production, importing, sale, hire or advertisement of any goods which are competitive with or similar to, or which might in any way compete or interfere with the sale of, the Products.

3.4 The Distributor will not appoint any dealer, sub-dealer, agent or sub-contractor without the Supplier’s prior written consent. Without limiting the Supplier’s right to consent to the appointment of any dealer, sub-dealer, agent or sub-contractor, any dealer, sub-dealer, agent or sub-contractor shall, as a condition to its appointment as such, agree to: (a) be bound by the terms and provisions of a Dealer Agreement or other appropriate agreement as the Supplier may determine in its sole and absolute discretion; (b) provide to the Supplier for its approval a full and detailed marketing and business plan; and (c) meet the Supplier and permit the Supplier and its representatives to visit the proposed dealer, sub-dealer, agent or sub-contractor’s premises. Distributor agrees that it will not delay any payment owed by it to the Supplier due to the late or non-payment of any amount owed by any Dealer, sub-dealer, agent or sub-contractor to Distributor.

3.5 Distributor acknowledges that the development of the market for Supplier Products and of relationships with Supplier customers is best served through management of an orderly distribution and warranty service network. Distributor accordingly agrees that it shall not at any time sell any Products to any party who Distributor has reason to believe both is not an authorized Dealer and is purchasing the product for resale, including any distributor or reseller, unless Distributor has obtained prior written approval for such sales from Supplier’s Sales Manager at Supplier’s headquarters.

3.6 Distributor shall refrain from any method or practice, including any sales, merchandising, advertising or promotional activities, which is unethical or illegal, or may be injurious to the business of Supplier and its affiliates, to other distributors or authorized Dealers, or to the goodwill associated with the Trademarks. Further, Distributor shall comply with all national, federal, state and local laws and regulations regarding advertising and merchandising practices, unfair or deceptive trade practices, and other consumer protection and consumer credit laws applicable in the Territory.

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4.1 Prices to Distributor shall be those set forth in the Supplier’s price list, as in effect from time to time, less any applicable distributor discount published by Supplier from time to time. Payment for Products shall be on such terms as shall be established by Supplier from time to time.

4.2 All Distributor orders shall be subject to confirmation by Supplier and shall be subject to Supplier’s standard Terms and Conditions of Sale, as revised from time to time by Supplier, including without limitation those in effect on the date of this Agreement, as set forth in Schedule C attached hereto (“ Standard Terms and Conditions ”), and which shall constitute, along with this Agreement and any Security Agreement entered into between Distributor and Supplier, the entire agreement between the parties with respect to sales of Products; no additional or different terms set forth on Distributor’s purchase order, acknowledgement or other forms or correspondence shall govern any sales of Products by Supplier to Distributor. Distributor shall comply with all such Standard Terms and Conditions; and any breach thereof shall also constitute a breach of this Agreement. No order for Products shall be binding on Supplier unless and until it is accepted and confirmed by Supplier in writing at its home office.

4.3 Supplier may refuse to accept any order, and at any time if, in Supplier’s reasonable opinion, Distributor’s financial condition makes it imprudent to do so, or if Distributor has failed to perform its obligations under this Agreement. In such cases Supplier shall have the right, but not the obligation, to ship Products to Dealers and to bill the Dealers directly. Supplier shall not be liable for failure to ship Products on time or fill orders for Products where prevented by any cause beyond Supplier’s reasonable control, or if the demand for any Products shall exceed Supplier’s available supply. If Supplier does not have an adequate supply of Products for all orders from its distributors, Supplier may allocate Products among its distributors in any manner it deems appropriate.

4.4 Supplier may discontinue the manufacture of any Equipment or Part and make any changes and improvements at any time in the specifications, construction or design of Equipment or Parts without incurring any obligation to Distributor. Equipment and Parts so changed or improved will be accepted by Distributor in fulfillment of existing orders.

5.1 The risk of loss or damage to Products will pass to the Distributor on delivery, as per Incoterms 2000. Unless otherwise stated in writing, shipping terms shall be FCA Supplier’s point of manufacture.

5.2 Notwithstanding risk in the Products passing in accordance with clause 5.1 legal and equitable title in the Products shall not pass to the Distributor until the Supplier has received in full in cleared funds all sums due to it in respect of the Products and all other sums which are or which become due to the Supplier from the Distributor on any account.

5.3 The Distributor is authorised by the Supplier to use the Products in the ordinary course of its business or to sell the Products to a third party pursuant to a bona fide and arms length transaction at full market value

5.4 Until the Supplier has received cleared funds of all sums due to the Supplier with respect to the Products:

(a) the Distributor will hold the Products in a fiduciary capacity and as bailee for the Supplier;

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(b) the Products shall, subject to clause 5.3 be:

(i) kept properly stored and protected separate and distinct from all other property of the Distributor and of any third party;

(ii) insured with a reputable insurance company for their full replacement value against all risks to the reasonable satisfaction of the Supplier and on request the Distributor shall produce the policy of insurance to the Supplier;

(iii) kept complete and in good repair and condition and free from damage and/or tampering.

(c) The Distributor will not obliterate or remove any identifying marks on the Products and shall, if requested in writing by the Supplier cause a note to be made in its book keeping records and also where possible a notice to be affixed to the Products indicating that the Products remain the property of the Supplier.

(d) the Supplier, its representatives, agents or auditors shall be entitled at all reasonable times to examine the Distributor’s book keeping records and the Products to satisfy themselves that the note referred to in clause 5.4(c) has been made and that the notice referred to in clause 5.4(c) is affixed to the Products and has not been obscured.

5.5 The Distributor’s right to possession and power of sale contained in clause 5.3 shall automatically cease if the Distributor (being a company) has a petition presented for its winding up or administration or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or has a receiver, manager administrator or administrative receiver appointed over all or any part of its assets or documents are filed with the court for the appointment of an administrator of the Distributor or notice of intention to appoint an administrator is given by the Distributor or its directors or (being an individual) becomes bankrupt or enters into any arrangements with its creditors or takes or suffers any similar action in consequence or carries out or undergoes any analogous act or proceedings under foreign law or ceases or threatens to cease carrying on business.

5.6 Until such time as the Supplier has received cleared funds of all sums due to the Supplier with respect to the Products, the Distributor shall place any of the Products still in existence in its possession or under its control and unsold at the disposal of the Supplier and if required by the Supplier immediately deliver the Products to the Supplier. The Supplier (including its representatives, agents and employees) is irrevocably authorised by the Distributor at any time to enter upon any premises of the Distributor or any third party where the Products are or may be stored in order to inspect them or where the Distributor’s right to possession has terminated for the purpose of repossessing, removing and if necessary dismantling such Products for the purposes of removal.

5.7 The Supplier shall at any time be entitled to appropriate any payment made by the Distributor in settlement of any invoices in respect of such Products as the Supplier may in its absolute discretion think appropriate notwithstanding any purported appropriation to the contrary by the Distributor. Where the Supplier is unable to determine if any Products are subject to this clause 5.7 the Distributor shall be deemed to have sold all goods of the kind sold by the Supplier to the Distributor in the order in which they were invoiced to the Distributor.

5.8 The Supplier has the right to maintain an action against the Distributor for the price.

5.9 Nothing in this Agreement or any other contract will constitute the Distributor the agent of the Supplier in respect of the resale of the Products so as to confer upon a third party any rights against the Supplier.

5.10 If the Distributor pledges or in any way places a charge by way of security for any indebtedness on any of the Products for which the Supplier has not received cleared funds for all sums due to the Supplier with respect to the Products, all money owed by the Distributor to the Supplier shall (without prejudice to any other right or remedy of the Supplier) immediately become due and payable.

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5.11 Following any sale of the Products to a third party pursuant to a bona fide and arms length transaction in accordance with Paragraph 5.3, the Distributor shall hold the proceeds of sale on behalf of the Supplier and the Distributor shall account accordingly. The entire proceeds of any sale or otherwise (whether tangible or intangible and including without limitation any insurance proceeds) are to be:

5.12 If any provision of this Paragraph 5 (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

6.1 Supplier shall furnish to Distributor such promotional and descriptive literature concerning the Products, including catalogs and price lists, as Supplier furnishes to its distributors generally and as it may deem appropriate.

6.2 In connection with this Agreement, Supplier has disclosed or may disclose to Distributor certain confidential and proprietary information and material (the “Information”), which may include, without limitation, customer, prospect and price lists, plans, photographs, designs, drawings, blueprints and specifications and other materials relating to the business of Supplier. Distributor agrees that the Information provided to it, whether provided previously or after the date hereof, and whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by Supplier or otherwise provided by Supplier hereunder, will be received and maintained in confidence by Distributor, and Distributor will not use, disclose, reproduce or dispose of such Information in any manner. Distributor agrees to use the Information solely for the purposes of fulfilling its obligations hereunder and agrees to restrict disclosure of the Information solely to its employees and agents who have a need to know such Information and to advise such persons of their obligations of confidentiality and non-disclosure hereunder. Distributor will not disclose the Information to third parties, including independent contractors or consultants, without the prior express written consent of Supplier and will advise such third parties of their obligations of confidentiality and nondisclosure hereunder. Distributor agrees to use reasonable means, not less than those used to protect its own similar proprietary information, to safeguard the Information.

6.3 The obligation of confidentiality set forth in Section 6.2 will not apply with respect to any particular portion of the Information if such portion of the Information can be shown by Distributor to be (a) generally known to the public, other than as a result of the breach of Section 6.2 by the Distributor, at the time of Distributor’s disclosure, or (b) in Distributor’s possession, free of any obligation of confidence, from a source other than Supplier at the time of Distributor’s disclosure.

6.4 Distributor recognizes that its disclosure of Information will give rise to irreparable injury to Supplier, inadequately compensable in damages, and that accordingly, Supplier may seek and obtain injunctive relief against the breach of Section 6.2 in addition to any other legal remedies that may be available. Distributor’s duty of confidentiality under Section 6.2 will survive the termination or expiration of this Agreement.

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7.1 With respect to Products that are covered by Supplier’s standard Warranty as set forth in its warranty policy for Distributor’s customers, Distributor agrees to extend such Supplier’s standard Warranty as is in effect from time to time, the current form of which is attached hereto as Schedule D , to its customers. Distributor is not authorized to and shall not extend to its customers on behalf of Supplier any other warranty with respect to Products. THE WARRANTY ATTACHED AS SCHEDULE D IS SOLELY FOR DISTRIBUTOR’S CUSTOMERS AND SHALL BE SUPPLIER’S SOLE WARRANTY WITH RESPECT TO THE PRODUCTS. SUPPLIER PROVIDES NO WARRANTY (OTHER THAN TITLE) TO DISTRIBUTOR WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE, ARE HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED.

7.2. SUPPLIER SHALL NOT BE LIABLE FOR AND SPECIFICALLY DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES.

7.3 In the event Distributor extends any additional warranty or any other obligation whatsoever, (whether relating to the Products, any system or equipment incorporating the Products, or otherwise), other than Supplier’s standard warranty in Schedule D , Distributor shall be solely responsible therefore and shall have no recourse against Supplier. Distributor shall be responsible for any representations or statements that were not specifically authorized in writing by Supplier. Distributor agrees to indemnify and hold harmless Supplier from any costs (including but not limited to reasonable attorney’s fees), damages and liability resulting from a breach of this Section 7.

7.4 From and after the date hereof, and without limiting any other remedy available to Supplier, Distributor will indemnify and hold harmless Supplier and its directors, officers, employees, agents, subsidiaries, parents and affiliates (each a “Supplier Protected Party”) from and against any and all claims, actions, suits, damages, losses, deficiencies, liabilities, obligations, commitments, costs or expenses of any kind or nature (including reasonable legal and other expenses incurred in investigating and defending against the same, and interest) incurred by such Supplier Protected Party resulting from (a) any breach of the representations, warranties, covenants, agreements and obligations of Distributor hereunder or (b) any negligent or willful acts or omissions of Distributor, its directors, officers, employees, agents, contractors, subsidiaries, parents, affiliates or those acting under any of them. The terms of this Section 7.4 will survive the termination or expiration of this Agreement.

8.1 After expiration or termination of this Agreement, Supplier shall have the option (but not the obligation) to repurchase part or all of the Products sold to Distributor by Supplier, which option may be exercised by Supplier notifying Distributor within thirty (30) days after the effective date of such expiration or termination of Supplier’s desire to repurchase such Products. If Supplier so notifies Distributor, Distributor shall sell such Products to Supplier, at the time designated in such notice (which shall be not later than thirty (30) days after the date of such notice), free and clear of all liens, claims and encumbrances, and in accordance with all applicable laws. If Supplier has elected to repurchase such Products, Distributor will execute and deliver to Supplier all such documents and instruments reasonably requested by Supplier to transfer title to Supplier and to establish that such Products are being transferred free and clear of all such liens, claims and encumbrances and in accordance with such laws. Upon payment to Distributor or credit to Distributor’s account, Supplier shall be released from any and all liability to Distributor with respect to the relationship created hereby, however such liability may be claimed to arise, and Distributor shall execute and deliver to Supplier a general release to that effect in form satisfactory to Supplier. Distributor shall return Equipment to be repurchased within thirty (30) days after Supplier notifies Distributor of the exercise of its option to repurchase, such return to be at Distributor’s expense.

8.2 In the event the Supplier shall determine to purchase Equipment as provided for in Section 8.1, unless otherwise mutually agreed by Supplier and Distributor, the repurchase price of Equipment and Parts on expiration or termination of this Agreement shall be the lesser of the price paid (or to be paid) to Supplier by Distributor for such Equipment or Parts (net of freight, packaging, handling, insurance, taxes and like charges), and the then-current price of the Equipment or Parts charged by Supplier to its other distributors.

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9.1 This Agreement shall become effective as of the date stated on the first page of this Agreement and shall continue in full force for the Fixed Term set forth in Section 1.7 of this Agreement, unless sooner terminated as provided herein.

9.2 Notwithstanding anything contained in this Agreement to the contrary and in addition to all other rights to terminate this Agreement contained herein, this Agreement may be terminated by either party without cause at any time upon not less than two hundred seventy (270) days written notice to the other party. Notice of termination shall be given to the other Party by internationally-recognized overnight courier (e.g., FedEx, DHL, etc.) at the address set forth in the preamble to this Agreement.

9.3 Either party to this Agreement may terminate this Agreement immediately and without notice or further action of any kind if the other party becomes insolvent or the subject of any state or federal bankruptcy, insolvency or similar proceedings; makes an assignment for the benefit of creditors; becomes unable to pay its debts as they become due; goes into liquidation or winding-up; commences or has commenced with respect to it any dissolution proceedings; or if a receiver is appointed for a substantial part of the assets of such party; or if there is any levy, attachment or similar action that is not vacated or removed by payment or bonding within ten (10) days.

9.4 This Agreement may be terminated by Supplier at any time effective upon giving notice to Distributor, in the event:

(a) Distributor submits to Supplier any false or fraudulent statement, application or claim or financial information, or other information relating to the Products, Distributor’s sales thereof, or warranty service related to Products; or Distributor or any of its officers, directors, employees or agents, makes or shall have made, in connection with its application to be a Distributor of Supplier, any material misrepresentation or omission;

(b) Distributor, or the proprietor or general manager of Distributor, or any of its officers or directors, is convicted of any violation of law if, in Supplier’s opinion, such conviction would adversely affect the business or reputation of Supplier, other authorized distributors of Supplier, or any Products, or the marketing and sale of the Products; or

(c) Distributor fails to continue to operate its business as customarily operated or Distributor abandons its business, or there is any change, whether direct or indirect, voluntary or involuntary, in the ownership or control of Distributor.

9.5 This Agreement may be terminated by Supplier effective upon not less than thirty (30) days’ notice to Distributor, in the event:

(a) Distributor fails to pay any amounts owing to Supplier when due under this Agreement, or Distributor otherwise breaches or fails to perform its obligations under this Agreement or any other agreement between Supplier and Distributor including, without limitation, in the opinion of Distributor, failing to actively promote the sale and use of Products within the Territory to develop the market as fully as possible or to satisfy the Minimum Purchase Amount, Minimum Inventory Amount or Minimum Staff requirements set out herein.

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(b) Distributor actively solicits sales of the Products outside the Territory in violation of Section 2.1 of this Agreement, or sells to sub-distributors or re-sellers without prior written approval of Supplier in violation of section 3.5 of this Agreement.

(c) Any licenses, permits or authorizations necessary to conduct Distributor’s business in accordance with the terms hereof are not obtained or maintained, or are cancelled, revoked or suspended; or

(d) There is any transfer or attempted transfer by Distributor of its rights, or any part thereof, under this Agreement, without Supplier’s prior written consent.

9.6 Any act or omission of any affiliate of Distributor, which if committed or omitted by Distributor would have been a breach of this Agreement by Distributor, will be deemed to be a breach of this Agreement by Distributor, and Distributor will be liable to Supplier accordingly.

10.1 In the event of expiration or termination of this Agreement for whatever reason, all indebtedness of Distributor to Supplier shall become immediately due and payable. Termination or expiration of this Agreement will not affect any liabilities or obligations, including without limitation payment and indemnification obligations, which arose pursuant to the terms of this Agreement, or which involve events occurring, prior to the date of termination or expiration.

10.2 In the event of expiration or termination of this Agreement for whatever reason, Distributor will immediately cease to use any documents identifying it as a distributor or dealer for Supplier, and will promptly remove all signs, cancel all business listings, and take such reasonable actions as may be necessary to remove its identification as a distributor of the Products of Supplier.

10.3 In the event of expiration or termination of this Agreement for whatever reason. Distributor shall immediately cease all use of Supplier’s Trademarks and trade names.

10.4 Upon the effective date of any expiration or termination of this Agreement:

(a) Distributor will return, at its cost and expense, all records, books, customer, prospect or price lists, drawings, blueprints, instruction sheets, service parts, cross-reference materials, machine records, sales and service records, marketing and promotional materials and all of Supplier’s supplies of every kind and character, and all other documents relating to the business of Supplier which may be in the possession or under the control of Distributor.

(b) Unless Supplier repurchases any Equipment or Parts pursuant to Section 8 above, Distributor will give to a successor distributor, if one has been designated by Supplier, the first option to purchase Distributor’s stock of Equipment and Parts or any portion thereof, at the lesser of prices at which similar products are currently offered to distributors by Supplier or the price paid (or to be paid) by Distributor to Supplier for the Equipment or Parts (net of freight, packaging, handling, insurance, taxes and like charges). Nothing contained in this Agreement shall be construed to obligate Supplier or any successor distributor to purchase any or all of Distributor’s stock of Equipment or Parts.

11.1 Distributor shall comply fully with all applicable laws, rules and regulations of the United States and the Territory.

11.2 The U.S. Foreign Corrupt Practices Act (the “Act”) makes it unlawful, among other things, for a U.S. company or anyone acting on its behalf (in this case, as the Act is applied to the Supplier, the Supplier

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and/or any Distributor) to make or offer a payment, promise to pay, or authorize the payment or transfer of anything of value to: (a) any officer or employee of any non-U.S. national, regional or local government, or any department, agency, corporation or instrumentality thereof, or of a public international organization, or of any political party, or anyone acting in an official capacity for or on behalf of a government, agency, public international organization or political party, or any political party official or candidate for any such government or political party office, as well as any Immediate Family Member or nominees of such an official or candidate (“Non-U.S. Government Official”) or (b) any person, while knowing or having reason to know that all or a portion thereof will be offered, given or promised, directly or indirectly, to a Non-U.S. Government Official, for the purpose of: (i) influencing any act or decision by such person in his or her official capacity, or (ii) inducing him or her to use his or her influence with any non-U.S. national, regional or local government (“Non-U.S. Government”) to affect, either by action or inaction, any act or decision of such government for the benefit of Supplier. The term “Immediate Family Member” means the individual’s spouse, the individual’s and spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins, and the spouse of any of these people, as well as any other individuals, whether or not relatives, who share the same household. Distributor acknowledges that it is aware of the requirements of the Act, confirms its understanding of the provisions of the Act, and agrees to comply with the Act and to take no action that might cause Supplier to be in violation of the Act or similar law of the Territory.

11.3 Distributor affirms that no Non-U.S. Government Official has any ownership interest, direct or indirect, in Distributor or in the contractual relationship established by this Agreement, and that no owner, director or employee of Distributor is a Non-U.S. Government Official. In the event that during the term of this Agreement a Non-U.S. Government Official acquires a direct or indirect interest in Distributor or in the transaction contemplated by this Agreement, or any Non-U.S. Government Official becomes an owner, director or employee of Distributor, or any owner, director or employee of Distributor becomes a Non-U.S. Government Official, Distributor agrees to make immediate written disclosure to Supplier. Upon such an event, this Agreement will become subject to immediate termination by Supplier.

11.4 Distributor affirms that it has not and agrees that it will not, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving Supplier make or promise to make any payment or transfer anything of value, directly or indirectly: (i) to any Non-U.S. Government Official, (ii) to any officer, director, employee or representative of any actual or potential customer of Supplier, (iii) to any officer, director or employee of Supplier or any of its parents, affiliates or subsidiaries (or to an intermediary for payment to any of the foregoing); or (iv) to any other person or entity if such payment or transfer would violate the laws of the country in which made or the laws of the United States. It is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. This Section shall not, however, prohibit normal and customary business entertainment or the giving of business mementos of nominal value.

11.5 Distributor hereby affirms that, except for the Dealers, it will not utilize any third party, individual or entity, in connection with the distribution of the Products to end user customers without the express prior written approval of Supplier. Distributor will obtain and provide copies to Supplier of written assurances in the form of the preceding four paragraphs above from any sub-agent, sub-distributor, consultant or other party, retained by or paid by Distributor in connection with the sale or distribution of the Products, that the third party will comply with the Act and similar laws of the Territory and will take no action that might cause Supplier to be in violation of the Act or similar laws of the Territory.

11.6 In the event Supplier notifies Distributor that Supplier has information or belief that there may be or may have been a violation of the terms of this Section 11 by Distributor or by any sub-agent, sub- distributor, consultant or other party, retained by or paid by Distributor in connection with the sale or distribution of the Products, Distributor agrees to cooperate with Supplier to investigate the possible violation and to grant Supplier the right to audit Distributor’s books, records and other relevant documentation. Failure to cooperate fully shall be deemed grounds for immediate termination of this Agreement by Supplier.

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11.7 Distributor represents and warrants that it shall, and that any party retained or paid by the Distributor shall, comply with all applicable export controls, economic sanctions, embargoes and regulations regarding the export, re-export, distribution and sale of the Products, including without limitation the International Emergency Economic Powers Act (IEEPA) 50 U.S.C.A. s. 1701 et seq. (2003 & Supp. 2007) and the U.S. Export Administration Regulations, as amended (15 CFR, Chapter VII, Subchapter C), as the same may be amended or superseded from time to time. Distributor further represents, warrants and covenants that it shall not, and any sub-agent, sub-distributor, consultant or other party, retained by or paid by Distributor in connection with the sale or distribution of the Products shall not, export or re-export the Products, directly, or with its knowledge, indirectly, to any country for which the United States government (or agency thereof) may require an export license or other approval or any country, person or entity to which such export or re-export may be prohibited by applicable United States law, regulation, policy or executive order. Failure to comply strictly with all applicable laws relating to embargoes, sanctions, export or re-export shall be grounds for immediate termination of this Agreement by Supplier.

12.1 This Agreement, together with the Standard Terms and Conditions, and the schedules and attachments hereto and thereto, constitutes the entire agreement between Distributor and Supplier, superseding all prior oral or written agreements, and may be amended only by a writing signed by both parties hereto, unless otherwise specified in this Agreement. This Agreement and any purchase and sale transaction arising pursuant hereto shall be governed by and construed in accordance with the law of New South Wales Australia. No failure of Supplier to insist upon strict compliance with any provision of this Agreement shall constitute waiver thereof for the future, and all provisions herein shall remain in full force and effect.

12.2 The parties hereto agree to submit any disputes arising under this Agreement to the exclusive jurisdiction of the Courts of New South Wales, Australia, and to submit to the personal jurisdiction of such courts for any such disputes.

12.3 If any portion of this Agreement shall be invalid or unenforceable or shall violate any law of New South Wales Australia, or any international treaty ratified by Australia, then such provisions shall be enforced to the maximum extent permitted by law, and such invalidity or unenforceability shall neither invalidate their effect elsewhere nor affect the validity or enforceability of the other provisions of this Agreement.

12.4 Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, by courier, sent by facsimile transmission (provided acknowledgment or receipt thereof is delivered to the sender), sent by certified, registered mail or overnight mail. Each such notice shall be sent to the address of the party set forth in this Agreement or such other address as shall have been specified by notice hereunder.

12.5 Distributor acknowledges that Supplier is relying on Distributor’s skill and expertise to perform its obligations under this Agreement, and on certain representations from Distributor concerning the ownership of Distributor and the skill of its principals and key employees, and that this Agreement is in the nature of a personal services contract. Therefore, this Agreement may not be assigned by Distributor, whether voluntarily or by operation of law, without the prior written consent of Supplier (including, without limitation, to any sub- dealer or sub-distributor). This Agreement, or any of Supplier’s rights hereunder, may be assigned by Supplier upon notice to Distributor.

12.6 Except as otherwise specified in this Agreement, Supplier shall have no liability for any expenditure made, or loss of income incurred, by the Distributor in preparation for performance or in the performance of the Distributor’s obligations under this Agreement. Neither Supplier nor Distributor shall by reason of the termination, expiration or non renewal of this Agreement be liable to the other for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, property improvements or commitments in connection with business or goodwill of the Supplier, or the Distributor, or otherwise.

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12.7 While this Agreement is in effect or following its termination or expiration, Supplier may apply any amount which it or its divisions, subsidiaries or affiliates owes Distributor to any obligations of Distributor to Supplier or to any division, subsidiary or affiliate thereof.

12.8 In the event Supplier sells Products to Distributor after termination or expiration of this Agreement, or accepts any order for Products from Distributor, such sales or acceptance shall not be construed as a renewal of this Agreement nor as a waiver of such termination or expiration unless Supplier shall have specifically so stated in writing, but shall in all other respects be deemed to be in accordance with the terms of this Agreement.

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IN WITNESS WHEREOF, the parties have signed this Agreement in two originals, one for each party, on the dates written below, to be executed by their respective duly authorized officers as of the date first above written.

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Minimum Marketing Expenditure : $ 50,000.00 USD

Distributor must submit to the Supplier a marketing plan no less than one hundred eighty (180) days prior to the expiration of the then-current term or renewal term.

If this Agreement is renewed or otherwise continued following the expiration of the Term, then the total annual Minimum Purchases Amount and Minimum Inventory Amount of Equipment for any subsequent year shall be agreed by the parties in writing at the end of the preceding year; provided however, that in no event shall the annual Minimum Purchases Amount and Minimum Inventory Amount of Equipment for any subsequent year be less than 110% of the total annual Minimum Purchases Amount and Minimum Inventory Amount for the prior year.

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If this Agreement is renewed or otherwise continued following the expiration of the Term, then the total annual Minimum Purchases Amount and Minimum Inventory Amount of Parts for any subsequent year shall be agreed by the parties in writing at the end of the preceding year: provided however that in no event shall the annual Minimum Purchases Amount and Minimum Inventory Amount of Parts for any subsequent year be less than 110% of the total annual Minimum Purchases Amount and Minimum Inventory Amount for the prior year.

Please note: Currently holding in stock in excess of 2,400 line items @ a value of $3,000,000.00USD

Owners and Managers of the Distributor required to be actively engaged in the management of the Distributor: Craig Doran

Signatures:

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SCHEDULE B:

STATEMENT OF DISTRIBUTOR LOCATIONS AND PREMISES

For purposes of the current Distributorship Agreement, effective as of August 20, 2009, between the undersigned Distributor and Supplier, Distributor and Supplier hereby agree that the following describes the location or locations and premises at which Distributor, as of August 20, 2009, is authorized to conduct Supplier distributorship operations. Distributor also represents that the terms under which it occupies the premises are accurately reflected below as follows:

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SCHEDULE C

Terex United Kingdom Limited. Terex GmbH and A.S.V.. Inc. (Collectively referred to as “Seller”)

INTERNATIONAL TERMS & CONDITIONS OF SALE

Distributor hereby acknowledges to have received a copy of the terms and conditions of sale of each Seller and to agree with their content.

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ASV, INC 840 LILY LANE PO BOX 5160 GRAND RAPIDS, MN 55744				Phone: 218-327-3434 Fax: 218-327-2376

Sales Order Acknowledgement

Confirmation Only

A.S.V., Inc. (“Seller”)

STANDARD TERMS & CONDITIONS OF SALE

1. Terms and Conditions . These Terms and Conditions of Sale cancel and supersede any and all terms of sale pertaining to Parts and Equipment (and any supplements thereto) previously issued by Seller to Buyer and are subject to change without advance notice. The prices, charges, discounts, terms of sale and other provisions referred to or contained herein shall apply to Products (Parts and Equipment) sold and shipped to Buyer on and after June 1, 2008, and shall remain in effect unless and until superseded in writing by Seller. Acceptance of an order for Equipment and/or Parts by Seller shall be deemed to constitute a binding agreement between the parties pursuant to the terms and conditions contained herein and Buyer agrees that the order may not thereafter be cancelled, countermanded or otherwise changed without the prior written consent of Seller. This agreement supersedes any prior agreements, representations, or other communications between the parties relating to the subject matter set forth herein. No other terms and conditions shall apply including the terms of any purchase order submitted to Seller by Buyer, whether or not such terms are inconsistent or conflict with or are in addition to the terms and conditions set forth herein. Seller’s acceptance of Buyer’s purchase order is conditional upon Buyer’s acceptance of all the terms and conditions contained in this agreement. Any communication construed as an offer by Seller and acceptance thereof is expressly limited to the terms and conditions set forth herein.

2. Terms of Payments. Payment for Parts and Equipment purchased by Buyer shall be made in accordance with any of the following terms, provided they have been previously arranged with and expressly approved by Seller in writing: (1) cash in advance; (2) confirmed, irrevocable letter of credit established in such amount and form and at such time and at such bank as shall be approved by Seller in respect of each order; (3) credit account purchases for which payment will be due and payable on net thirty (30) day terms, plus service and other charges applicable to past due amounts in accordance with Seller’s written notices; or (4) other payment arrangements expressly approved by Seller in writing prior to or at the time the order is placed. If any Buyer credit account purchase is not paid in accordance with Seller’s credit payment terms, in addition to any other remedies allowed in equity or by law, Seller may refuse to make further shipments without advance payment by Buyer. Nothing contained herein shall be construed as requiring Seller to sell any Parts or Equipment to Buyer on credit terms at any time, or prohibiting Seller from making any and all credit decisions which it, in its sole discretion, deems appropriate for Seller. Seller shall charge interest on all amounts not paid when due and Buyer agrees to pay such interest calculated on a daily basis, from the date that payment was due until the Seller receives payment in full, at the rate of 1.5% per month or the maximum rate permitted by applicable law. Unless otherwise agreed in writing between Seller and Buyer, Seller may, in its sole discretion, increase or decrease the price of any Parts or Equipment, as Seller deems reasonably necessary, at any time prior to shipment and invoice Buyer for the same. The purchase price of Parts and Equipment in effect at the time an order is placed may not be the same price in effect at the time of shipment. Buyer shall be invoiced for, and agrees to pay, the price in effect at the time of shipment.

3. Taxes and Duties. Unless otherwise specified, prices quoted do not include taxes or duties of any kind or nature. Buyer agrees that it will be responsible for filing all tax returns and paying applicable tax, duty, export preparation charge and export documentation charge resulting from the purchase of any Products. In addition, in the event any other similar tax is determined to apply to Buyer’s purchase of any Products from Seller, Buyer agrees to indemnify and hold Seller harmless from and against any and all such other similar taxes, duties and fees. All prices quoted are U.S. DOLLARS unless otherwise specified. The amount of any present or future taxes applicable to the sale, transfer, lease or use any Products shall be paid by Buyer; or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate satisfactory to the applicable taxing authority proving that no such tax is due and payable upon such sale, transfer, lease or use.

4. Titles, Transportation and Delivery . Unless otherwise stated in writing, for all shipments, all prices and delivery are FCA, point of manufacture (Incoterms 2000). Title and all risk of loss or damage to Products shall pass to Buyer upon delivery, as per Incoterms 2000. Any claims for loss, damage or delay in transit must be entered and prosecuted by the Buyer directly with the carrier, who is hereby declared to be the agent of the Buyer. Seller shall not be liable for any delay in performance of this sales order agreement or delivery of the Products, or for any damages suffered by Buyer by reason of delay, when the delay is caused, directly or indirectly, by fire, flood, accident, riot, acts of God, war, governmental interference, strikes, embargoes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation, or any other causes beyond Seller’s control. In the event delay is caused by Buyer’s failure to furnish necessary information with respect to data and details for Buyer’s specifications, Seller, may extend the date of shipment for a reasonable time, but in no event longer than five (5) days. In the event delay in shipment is caused by Buyer or at Buyer’s request, and the Products are not shipped within five (5) days from the first date they are ready to be shipped, Seller may, in its sole discretion, sell such Products to another buyer without any liability or responsibility to Buyer whatsoever. All payments shall be made in accordance with the terms of the applicable invoice. In addition, storage charges due to delay in furnishing delivery instructions, arranging and establishing a method of payment satisfactory to Seller, or submitting valid import permits or licenses, or any other delay caused by Buyer or at Buyer’s request, will be for the account of Buyer. THE SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF USE OR FOR ANY OTHER INDIRECT,

OrderAck:001:00

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ASV, INC 840 LILY LANE PO BOX 5160 GRAND RAPIDS, MN 55744				Phone: 218-327-3434 Fax: 218-327-2376
		Sales Order Acknowledgement Confirmation Only

CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES OR LOSSES DUE TO DELAY IN SCHEDULED DELIVERY. Claims for shortages in shipments shall be deemed waived and released by Buyer unless made in writing within five (5) days after Buyer’s receipt of shipment. Seller’s responsibility for shipment shall cease upon delivery of the Products to the place of shipment, and all claims occurring thereafter shall be made to or against the carrier by Buyer.

5. Cancellation . Prior to delivery to place of shipment, an Equipment or Parts order may be cancelled only with Seller’s prior written consent and upon terms indemnifying Seller from all resulting losses and damages. Seller shall have the right to cancel and refuse to complete an Equipment or Parts order if any term and/or condition governing this agreement is not complied with by Buyer. In the event of cancellation by Seller, or in the event Seller consents to a request by Buyer to stop work or to cancel the whole or any part of any order, Buyer shall make reimbursement to Seller, as follows: (i) any and all work that can be completed within (30) days from date of notification to stop work on account of cancellation shall be completed, shipped and paid in full; and (ii) for work in progress and any materials and supplies procured or for which definite commitments have been made by Seller in connection with the order, Buyer shall pay such sums as may be required to fully compensate Seller for actual costs incurred, plus fifteen percent (15%). Buyer may not cancel any order after Seller’s delivery to place of shipment. Orders for “Special” Equipment may not be cancelled after acceptance, except by Seller. Items of “Special” Equipment are those that differ from standard Seller specifications, have a limited market, or incorporate specifications that have been determined for a specific application. Determination of whether an item of Equipment is “Special” shall be made by Seller in its sole discretion.

6. Inspection and Acceptance of Equipment . Buyer agrees that it shall inspect the Equipment immediately after receipt and promptly (in no event later than fifteen (15) days after receipt) notify Seller in writing of any non-conformity or defect. Buyer further agrees that failure to give such prompt notice or the commercial use of the Equipment shall constitute acceptance. Acceptance shall be final and Buyer waives the right to revoke acceptance for any reason, whether or not known by Buyer at the time of such acceptance. The giving of any such notice by Buyer shall automatically cause the provisions of Seller’s warranty to apply and govern the rights, obligations and liabilities of the parties with respect to such nonconformity or defect, provided under no circumstances shall rejection give rise to any liability of Seller for incidental or consequential damages or losses of any kind. The inspection period shall not extend any discount period offered by Seller to Buyer.

7. Warranty. Seller warrants its new Products manufactured and sold worldwide, to be free, under normal use and service, of any defects in material or workmanship for a period of twelve months in the case of machines; twenty-four (24) months or 1000 hours, whichever comes first, in the case of tracks; and ninety (90) days in the case of Distributor-installed replacement Parts, each commencing on the date the Product is delivered to the first user or placed into service by Distributor; provided that Buyer sends Seller written notice of the defect within thirty (30) days of its discovery and establishes that: (i) the Equipment has been maintained and operated within the limits of rated and normal usage; and (ii) the defect did not result in any manner from the intentional or negligent action or inaction by Buyer, its agents or employees. If requested by Seller, Buyer must return the defective Equipment to Seller’s manufacturing facility for inspection, and if Buyer cannot establish that conditions (i) and (ii) above have been met, then this warranty shall not cover the alleged defect. Failure to give written notice of defect within such period shall be a waiver of this warranty and any assistance rendered thereafter shall not extend or revive it. Accessories, assemblies and components included in Equipment and Parts of Seller, which are not manufactured by Seller, are subject to the warranty of their respective manufacturers. This warranty shall not cover any item on which serial numbers have been altered, defaced or removed. Maintenance and wear parts are not covered by this warranty and are the sole maintenance responsibility of Buyer. This warranty is limited to the first retail purchaser and is not assignable or otherwise transferable without written agreement of the manufacturer. Seller’s machine and track warranties will activate two (2) years from the date of manufacture regardless of use, and in the case of Seller’s machine warranty, will expire three (3) years from the date of manufacture regardless of hours of use. THIS WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) AND ALL OTHER OBLIGATIONS OR LIABILITY ON SELLER’S PART. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE LIMITED WARRANTY CONTAINED HEREIN. Seller neither assumes nor authorizes any other person to assume for Seller any other liability in connection with the sale of Seller’s Equipment or Parts. This warranty shall not apply to any of Seller’s Products or any part thereof which have been subject to misuse, alteration, abuse, negligence, accident, acts of God or sabotage, or which have been sold at auction, or by any person or entity that is not an authorized Distributor of Seller’s Products. No action by either party shall operate to extend or revive this limited warranty without the prior written consent of Seller.

8. Remedies for Breach . IN THE EVENT OF ANY BREACH OF THE WARRANTY BY SELLER, THE PARTIES AGREE THAT SELLER’S LIABILITY SHALL BE LIMITED EXCLUSIVELY TO THE REMEDIES OF REPAIR OR REPLACEMENT (AT SELLER’S SOLE DISCRETION) OF ANY DEFECTIVE EQUIPMENT COVERED BY THE WARRANTY. In no event shall Seller, or any subsidiary or division thereof be liable for incidental, consequential or other damages or losses resulting from a breach

OrderAck:001:00

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ASV, INC 840 LILY LANE PO BOX 5160 GRAND RAPIDS, MN 55744				Phone: 218-327-3434 Fax: 218-327-2376
		Sales Order Acknowledgement Confirmation Only

of warranty including, without limitation, labor costs, loss of use of other equipment, third party repairs, personal injury, emotional or mental distress, improper performance or work, penalties of any kind, loss of service of personnel, or failure of Equipment or Parts to comply with any federal, state or local laws.

9. Limitation of Actions . Any action for breach of this agreement must be commenced within one (1) year after the cause of action has accrued.

10. Specification Changes . In the event Seller incurs additional expense because of changes in specifications or drawings previously approved by Buyer, or in the event Seller is required to modify the ordered Equipment, perform any additional work or supply any additional Equipment or Parts, the additional expense shall be added to the purchase price. Seller shall have the right, in its sole discretion, to accept or reject any changes in specifications requested by Buyer. In no event shall any changes in specifications be made or accepted thirty (30) days prior to launch date or thereafter.

11. Security Interest . Buyer grants Seller a security interest in the Parts and Equipment purchased and the proceeds thereof. The security interest shall continue until payment in full of the purchase price and payment and performance by Buyer of all of its other obligations hereunder. Seller is entitled to all remedies of a secured party after default under the Delaware Uniform Commercial Code in addition to all other rights provided by contract and by operation of law. Buyer agrees to pay to Seller, in addition to the interest on overdue sums due, reasonable attorney fees, court costs and other expenses of Seller incurred in enforcing Seller’s rights. The Equipment and Parts purchased shall remain personal property and shall not become or be deemed a fixture or a part of any real estate on which it may be located. Buyer agrees to execute any instrument or document considered necessary by Seller to perfect its security interest in the Equipment and Parts including but not limited to financing statements, chattel mortgages, deeds of trust, deeds to secure debt, mortgages or other security instruments.

12. Insurance . Until the purchase price of any Product is paid in full, the Buyer shall provide and maintain insurance equal to the total value of any such Product delivered hereunder against customary casualties and risks; including, but not limited to fire and explosion, and shall also insure against liability for accidents and injuries to the public or to employees, in the names of Seller and Buyer as their interest may appear, and in an amount satisfactory to Seller. If the Buyer fails to provide such insurance, it then becomes the Buyer’s responsibility to notify the Seller so that the Seller may provide same; and the cost thereof shall be added to the contract price. All loss resulting from the failure to affect such insurance shall be assumed by the Buyer.

13. Patents, Copyrights, Trademarks, Confidentiality . No license or other rights under any patents, copyrights or trademarks owned or controlled by Seller or under which Seller is licensed are granted to Buyer or implied by the sale of Equipment or Parts hereunder. Buyer shall not identify as genuine products of Seller Products purchased hereunder which Buyer has treated, modified or altered in any way, nor shall Buyer use Seller’s trademarks to identify such products; provided, however, that Buyer may identify such products as utilizing, containing or having been manufactured from genuine products of Seller as treated, modified or altered by Buyer or Buyer’s representative, upon written prior approval of Seller. All plans, photographs, designs, drawings, blueprints, manuals, specifications and other documents relating to the business of Seller (“Information”) shall be and remain the exclusive property of Seller and shall be treated by Buyer as confidential information and not disclosed, given, loaned, exhibited, sold or transferred to any third party without Seller’s prior written approval; provided, however, that these restrictions shall not apply to Information that Buyer can demonstrate: (a) at the time of disclosure, is generally known to the public other than as a result of a breach of this Agreement by Buyer; or (b) is already in Buyer’s possession at the time of disclosure by from a third party having a right to impart such Information.

14. Default and Seller’s Remedies . In the event of default by Buyer, all unpaid sums and installments owed to Seller, shall, at the Seller’s sole option, become immediately due and payable without notice of any kind to Buyer. In addition to its right of acceleration, Seller may pursue any and all remedies allowed by law or in equity, including but not limited to any and all remedies available to it under the Delaware Uniform Commercial Code. In addition to the foregoing, and not in limitation thereof, Seller shall have the right to set off any credits or amounts owed to Buyer against any amounts owed by Buyer to Seller.

15. Indemnification by Buyer . Buyer hereby agrees to indemnify, release, defend and hold harmless Seller, its directors, officers, employees, agents, representatives, successors, and assigns against any and all suits, actions or proceedings at law or in equity (including the costs, expenses and reasonable attorney’s fees incurred in connection with the defense of any such matter) and from any and all claims demands, losses, judgments, damages, costs, expenses or liabilities, to any person whatsoever (including Buyer’s and Seller’s employees or any third party), or damage to any property (including Buyer’s property) arising out of or in any way connected with the performance or the furnishing of Parts or Equipment under this agreement, regardless of whether any act, omission, negligence (including any act, omission or negligence, relating to the manufacture, design, repair, erection, service or installation of or warnings made or lack thereof with respect to any parts or Equipment furnished hereunder) of Seller, its directors, officers, employees, agents, representatives, successors or assigns caused or contributed thereto. If Buyer fails to fulfill any of its obligations under this paragraph or this agreement, Buyer agrees to pay Seller all costs, expenses and attorney’s fees incurred by Seller to establish or enforce Seller’s rights under this paragraph or this agreement. The provisions of this paragraph are in addition to any other rights or obligations set forth in this agreement.

OrderAck:001:00

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ASV, INC 840 LILY LANE PO BOX 5160 GRAND RAPIDS, MN 55744				Phone: 218-327-3434 Fax: 218-327-2376
		Sales Order Acknowledgement Confirmation Only

16. Installation . Unless otherwise expressly agreed in writing, Buyer shall be solely responsible for the installation and erection of the Products purchased. Although Seller may in some cases provide a serviceman, data and drawings to aid Buyer with installation or start-up, Seller assumes no responsibility for proper installation or support of any Product when installed and disclaims any express or implied warranties with respect to such installation and support. Notwithstanding whether data and drawings are provided or a serviceman aids in the installation, Buyer shall indemnify and hold Seller harmless and at Seller’s request, defend Seller from all claims, demands or legal proceedings (including the costs, expenses and reasonable attorney’s fees incurred in connection with the defense of any such matter) which may be made or brought against Seller in connection with damage or personal injury arising out of said installation or start-up.

17. Export Controls . Buyer represents and warrants that it shall, and that any party retained or paid by the Buyer shall, comply with all applicable export controls, economic sanctions, embargoes and regulations regarding the export, re-export, distribution and sale of the Products, including without limitation the International Emergency Economic Powers Act (IEEPA) 50 U.S.C.A. s. 1701 et seq . (2003 & Supp. 2007) and the U.S. Export Administration Regulations, as amended (15 CFR, Chapter VII, Subchapter C), as the same may be amended or superseded from time to time. Buyer further represents, warrants and covenants that it shall not, and any party retained or paid by Buyer shall not, export or re-export the Products, directly, or with its knowledge, indirectly, to any country for which the United States government (or agency thereof) may require an export license or other approval or any country, person or entity to which such export or re-export may be prohibited by applicable United States law, regulation, policy or executive order. Failure to comply strictly with all applicable laws relating to embargoes, sanctions, export or re-export shall be grounds for immediate termination of this Agreement by Seller.

18. Construction and Severability . This terms of sale agreement constitutes the entire agreement between the parties regarding the subject matter hereto and shall be construed and enforced in accordance with the laws of the State of Delaware. Seller shall not be bound by any agent’s, employees or any other representation, promise or inducement not set forth herein. The invalidity or unenforceability of any provision of this agreement shall not affect any other provision and this agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

19. Jurisdiction . The parties agree that the proper and exclusive forum and venue in all legal actions brought to enforce or construe any of the provisions of this sales order agreement shall be in the United States District Court, District of Delaware or, if federal jurisdiction is lacking in such legal action, in the Superior Court for New Castle County.

20. No Assignment . No rights arising under this agreement may be assigned by the Buyer unless expressly agreed to in writing by the Seller.

21. Miscellaneous . Buyer represents that: (i) it is solvent and has the financial ability to pay for the Equipment and Parts purchased hereunder and (ii) it has all requisite right, power and authority to perform its obligations under this agreement.

OrderAck:001:00

		Sales Order Acknowledgement

Seller: Terex United Kingdom Limited, Central Boulevard, Coventry., CV6 4BX, United Kingdom

Tel 44-0-2476-339-400 - Fax 44-0-2476-339-500
Spares Tel: +44 (0)1926 474 250 - Fax: +44 (0)1926 474 252
VAT No (Sales from UK) GB603484652 (Sales from Germany) DE0258665998
sales@terex.com - ukparts@terex.com - enquiries@terex.com www.terex.com

Terms and Conditions of Sale

Terms and Conditions of Sale: Buyer acknowledges that any and all sales of equipment and parts by Seller are subject to the following terms and conditions (the “Conditions”):

In these Conditions the following definition shall apply:

Products means the goods, equipment, plant, machinery, or parts (including any installment of such equipment, plant, machinery, goods or any parts for them) supplied by the Seller to the Buyer in accordance with these Conditions; and

User means the retail purchaser of the product or any entity firm or person using the product under the direction of, or with the consent of such retail purchaser or where the purchaser is an authorised Seller dealer , the customer of or purchaser from the authorised Seller dealer .

1. Terms and Conditions

1.1 The Conditions cancel and supersede any and all terms of sale pertaining to parts and equipment (and any supplements thereto) previously issued by Seller to Buyer and are subject to change without advance notice. The prices, charges, discounts, terms of sale and other provisions referred to or contained herein shall apply to Products sold and shipped to Buyer on and after the date these conditions are received by Buyer and shall remain in effect unless and until superseded in writing by Seller.

1.2 Acceptance of an order for Products by Seller shall be deemed to constitute a binding agreement between the parties pursuant to the Conditions and Buyer agrees that the order may not thereafter be cancelled, countermanded or otherwise changed without the prior written consent of Seller.

1.3 These Conditions supersede any prior agreements, representations, or other communications between the parties relating to the subject matter set forth herein. No other terms and conditions shall apply including the terms of any purchase order submitted to Seller by Buyer, whether or not such terms are inconsistent or conflict with or are in addition to these Conditions unless expressly agreed in writing between Buyer and Seller. Seller’s acceptance of Buyer’s purchase order is conditional upon Buyer’s acceptance of these Conditions. Any communication construed as an offer by Seller and acceptance thereof is expressly limited to these Conditions.

2. Terms of Payment

2.1 Payment for Products purchased by Buyer shall be made in accordance with such of the following terms as have been previously arranged with and expressly approved by Seller in writing: (1) cash in advance; (2) confirmed, irrevocable letter of credit established in such amount and form and at such time and at such bank as shall be approved by Seller in respect of each order; (3) credit account purchases for which payment will be due and payable 30 days after date of invoice; or (4) other payment arrangements expressly approved by Seller in writing prior to or at the time the order is placed. If no express arrangement is made then payment shall be deemed due and payable 30 days after date of invoice. Seller may charge interest at the rate of 2.5% per month or part thereof on any payments not received on the due date for payment and may charge storage for goods not accepted on delivery.

2.2 If any Buyer credit account purchase is not paid in accordance with Seller’s credit payment terms, in addition to any other remedies allowed in equity or by law, Seller may refuse to make further supplies without advance payment by Buyer. Nothing contained herein shall be construed as requiring Seller to sell any Products to Buyer on credit terms at any time, or prohibiting Seller from making any and all credit decisions which it, in its sole discretion, deems appropriate for Seller.

3. Taxes and Duties

3.1 Prices quoted do not include VAT, taxes or duties of any kind or nature. Buyer agrees that it will be responsible for filing all tax returns and paying applicable tax, duty, export preparation charge and export documentation charge resulting from the purchase of the Products. In addition, in the event any other similar tax is determined to apply to Buyer’s purchase of the Products from Seller, Buyer agrees to indemnity and hold Seller harmless from and against any and all such other similar taxes, duties and fees.

3.2 All prices quoted are in pounds sterling unless otherwise specified.

3.3 The amount of any present or future taxes applicable to the sale, transfer, lease or use of the Products shall be paid by Buyer; or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate satisfactory to the applicable taxing authority proving that no such tax is due and payable upon such sale, transfer, lease or use.

4. Title, Property, Risk and Delivery.

4.1 Unless otherwise stated in writing, for all orders, all prices and delivery are FCA, Seller’s premises (Incoterms 2000). The risk of loss or damage to Products shall pass to the Buyer on delivery, as per Incoterms 2000. Notwithstanding risk in the Products passing to the Buyer on delivery, legal title in the Products shall not pass to the Buyer until the Seller has received in full all sums due to if in respect of the Products and all other sums which are or which become due to the Seller from the Buyer on any account.

4.2 The Buyer is authorized by the Seller to use the Products in the ordinary course of its business or to sell the Products to a third party pursuant to a bona fide and arms length transaction at full market value. Until the Seller has received all sums due to the Seller with respect to the Products: (a) the Buyer will hold the Products in a fiduciary capacity on behalf of the Seller; (b) the Products shall, subject to the provisions of this section be: (i) insured with a reputable insurance company for their full replacement value against all risks to the reasonable satisfaction of the Seller and on request the Buyer shall produce the policy of insurance to the Seller, (ii) kept complete and in good repair and condition and free from damage and/or tampering; (c) the Buyer will not obliterate or remove any identifying marks on the Products and shall, if requested in writing by the Seller cause a note to be made in its book keeping records and also where possible a notice to be affixed to the Products indicating that the Products remain the property of the Seller; and (d) the Seller, its representatives, agents or auditors shall be entitled at all reasonable times to examine the Buyer’s book keeping records and the Products to satisfy themselves that the note referred to above has been made and that the notice referred to above is affixed to the Products and has not been obscured.

4.3 The Buyer’s right to possession and power of sale contained in the foregoing sentences shall automatically ceases if the Buyer (being a corporation) has a petition presented for its winding up or administration or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or has a receiver, manager administrator or administrative receiver appointed over all or any part of its assets or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986 or (being an individual) becomes bankrupt or enters into any arrangements with its creditors or takes or suffers any similar action in consequence or carries out or undergoes any analogous act or proceedings under foreign law or ceases or threatens to cease carrying on business.

4.4 Until such time as the Seller has received payment of all sums due to the Seller with respect to the Products, the Buyer shall place any of the Products still in existence in its possession or under its control at the disposal of the Seller and if required by the Seller immediately deliver the Products to the Seller, provided that Products purchased by the Buyer for resale may be sold subject to the rights of the Seller to attach the proceeds of such sale.

4.5 The Seller (including its representatives, agents and employees) is irrevocably authorized by the Buyer at any time to enter upon any premises of the Buyer or any third party where the Products are or may be stored in order to inspect them or where the Buyer’s right to possession has terminated for the purpose of repossessing, removing and if necessary dismantling such Products for the purposes of removal. The Seller shall at any time be entitled to appropriate any payment made by the Buyer in settlement of any invoices in respect of such Products as the Seller may in its absolute discretion think appropriate notwithstanding any purported appropriation to the contrary by the Buyer. Where the Seller is unable to determine if any Products are subject to this paragraph, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order to which they were invoiced to the Buyer. The Seller has the right to maintain an action against the Buyer for the price.

4.6 Nothing in these Terms and Conditions of Sale or any other contract will constitute the Buyer the agent of the Seller in respect of the resale of the Products so as to confer upon a third party any rights against the Seller. If the Buyer pledges or in any way charges by way of security for any indebtedness any of the Products for which the Seller has not received cleared funds of all sums due to the Seller with respect to the Products, all money owed by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) immediately become due and payable. Following any sale of the Products to a third party pursuant to a bona fide and arms length transaction in accordance with this article 4, the Buyer shall hold the proceeds of sale on behalf of the Seller and the Buyer shall account accordingly. The entire proceeds of any sale or otherwise (whether tangible or intangible and including without limitation any insurance proceeds) are to be: (a) held by the Buyer in a fiduciary capacity for the Seller and are kept separate from and not mixed with other money or property of the Buyer or any third party; (b) in the case of cash, not paid into an overdrawn bank account; (c) at all times identifiable as the Seller’s money or property; and (d) in the case of tangible proceeds property stored, protected and insured.

Registered in England and Wales under registration number 2197706 Registered Office: 252 Upper Third Street, Grafton Gate East, Central Milton Keynes, MK9 1DZ

		Sales Order Acknowledgement

Seller: Terex United Kingdom Limited, Central Boulevard, Coventry., CV6 4BX, United Kingdom

4.7 If any provision of this article 4 (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid. unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

4.8 Any claims for loss, damage or delay in transit must be entered and prosecuted by the Buyer directly with the carrier, who is hereby deemed to be the agent of the Buyer. Seller shall not be liable for any delay in performance of any of its obligations under these Conditions including without limitation delivery of the Equipment, or for any damages suffered by Buyer by reason of delay, when the delay is caused, directly or indirectly, by any cause beyond the reasonable control of the Seller including, without limitation, those circumstances listed in the paragraph entitled “force majeure” below. In the event delay is caused by Buyer’s failure to furnish necessary Information with respect to data and details for Buyer’s specifications, Seller may extend the date of despatch for a reasonable time, but in no event longer than five (5) days. In the event delay in despatch is caused by Buyer or at Buyer’s request, and the Products are not (shipped) within five (5) days from the first date they are ready to be shipped. Seller may, in its sole discretion, sell such Products to another buyer without any liability or responsibility to Buyer whatsoever. All payment shall be made in accordance with the terms of the applicable invoice. In addition, storage charges due to delay in furnishing delivery instructions, arranging and establishing a method of payment satisfactory to Seller, or submitting valid import permits or licenses, or any other delay caused by Buyer or at Buyer’s request, will be for the account of Buyer. Any dates quoted for delivery are approximate only and the Seller shall not be liable for any delay in delivery. Claims for shortages in shipments shall be deemed waived and released by Buyer unless made in writing within five (5) days after Buyer’s receipt of the Products.

4.10 WITHOUT PREJUDICE TO THE GENERALITY OF THESE CONDITIONS, THE SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF USE OR FOR ANY OTHER INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES, WHICH SHALL INCLUDE WITHOUT LIMITATION FOR PURPOSES HEREOF, LOSS OF USE, LOST PROFITS OR REVENUES, LABOUR OR EMPLOYMENT COSTS, LOSS OF USE OF OTHER EQUIPMENT, DOWNTIME OR HIRE CHARGES, IMPROPER PERFORMANCE OR WORK, LOSS OF SERVICE OF PERSONNEL. LOSS OF CONTRACT OR OPPORTUNITY AND PENALTIES OF ANY KIND DUE TO DELAY IN SCHEDULED DELIVERY, WHETHER OR NOT CAUSED BY THE SELLER.

5. Cancellation

5.1 Prior to delivery to place of shipment, a Product order may be canceled only with Seller’s prior written consent and Buyer shall indemnify and keep indemnified Seller against as resulting losses and damages.

5.2 Seller shall have the right to cancel and refuse to complete a Product order if any term and/or condition governing this agreement is not complied with by Buyer.

5.3 In the event of cancellation by Seller, or if Seller consents to a request by Buyer to stop work or to cancel the whole or any part of any order, Buyer shall make reimbursement to Seller, as follows: (i) any and all work that can be completed within thirty (30) days from date of notification to stop work on account of cancelation shall be completed, shipped and paid in full; and (ii) for work in progress and any materials and supplies procured or for which definite commitments have been made by Seller in connection with the order. Buyer shall pay such sums as may be required to fully compensate Seller for costs incurred and loss of profit.

5.4 Buyer may not cancel any order after Seller’s delivery to place of shipment.

5.5 Orders for “Special” Products may not be canceled after acceptance, except by Seller, terms of “Special” Products are those that offer from standard Seller specifications, have a limited market, or incorporate specifications that have been determined for a specific application. Determination of whether a Product is “Special” shall be made by Seller in its sole discretion.

6. Inspection and Acceptance of Product

6.1 Buyer agrees that it shall inspect the Products immediately after receipt and promptly (in no event later than seven (7) days after receipt) to notify Seller in writing of any non-conformity or defect.

6.2 Buyer further agrees that failure to give such prompt notice or the commercial use of the Product shall constitute acceptance.

6.3 Acceptance shall be final and Buyer waives the right to revoke acceptance for any reason, whether or not known by Buyer at the time of such acceptance. The giving of any such notice by Buyer shall automatically cause the provisions of Seller’s warranty to apply and govern the rights, obligations and liabilities of the parties with respect to such non-conformity or defect, provided under no circumstances shall rejection give rise to any liability of Seller for incidental or consequential damages or losses of any kind including, without limitation, loss of use, lost revenues, or lost profits.

7. Warranty

7.1 Seller warrants Products (other than parts) supplied under these Conditions and manufactured by Seller, to be free, under normal use and service, of any defects in manufacture or materials for the period of 12 months from (a) delivery to, and placement into service by the first user or (b) delivery to the first retail purchaser, whichever occurs first: provided that Seller has received a warranty registration from the User and/or the authorised Seller dealer.

7.2 Any defect due to manufacture or materials will be repaired free of charge, at the nearest authorised Seller dealer’s place of business provided that (i) the equipment has been maintained and operated within the limits of rated and normal usage as set out in the operators manual; and (ii) the defect did not result in any manner from the intentional or negligent action or inaction by the User.

7.3 Any part repaired or replaced under this warranty will be covered for the Product’s remaining warranty period.

7.4 This warranty shall be null and void if parts (including wear parts) which do not confirm to genuine. Seller specification are used in the product Seller reserves the right to inspect the installation of the product and review maintenance procedures to determine if the failure was due to improper maintenance, improper use, abuse, improper storage, and operation beyond rated capacity, operation after discovery of defective or worn parts, or alteration or repair of the equipment by persons not authorised by Seller. No warranty shall cover any item on which serial numbers have been altered, defaced or removed.

7.5 Seller warrants the parts purchased from Seller to be free of defect in manufacture or materials for a period of 12 months after date of invoice from the authorised Seller dealer to the User.

7.6 This warranty does not cover:

7.6.1 Items sold by any individual, corporation, partnership or any other organisation or legal entity that is not an authorised Seller dealer.

7.6.2 Accessories, assemblies and components included in Seller’s Product, which are not manufactured by Seller, are subject to the warranty of their respective manufacturers. Such components include, but are not limited to, engines, electric motors, air compressors, air conditioners, batteries, tyres etc.

7.6.3 Replacement of assemblies: Seller has the option to repair or replace any defective part or assembly. It is Seller’s policy to refuse claims for the replacement of a complete assembly that is field repairable by the replacement or repair of defective part(s) within the assembly.

7.6.4 Normal Operational Maintenance Services and Wear Parts: Normal maintenance services such as tune-up, lubrication, fuel or hydraulic system cleaning brake inspection or adjustment, or the replacement of any service items such as filters or brake linings made in connection with normal maintenance services.

7.6.5 Transportation damage: Any damage caused by carrier handling is a transportation claim and should be filed immediately with the respective carrier.

7.6.6 Deterioration: Repairs, work required or parts exposed as the result of age, storage, weathering, lack of use, demonstration use, or for transportation of corrosive chemicals.

7.6.7 Secondary Failures: Should the User continue to operate a machine after it has been noted that a failure has occurred, Seller will not be responsible under the warranty for resultant damage to other parts due to that continued operation.

7.6.8 Workmanship of Others: Seller does not accept responsibility for improper installation or labour costs of personnel other than authorised Seller dealer personnel.

7.6.9 Stop and Go Warranty: Seller does not recognize “Stop and GO” warranties; after the period of warranty commences, it shall not be loaded for any reason. No action by either party shall operate to extend or revive this limited warranty without the prior written consent of Seller.

7.6.10 Diagnostic Labor: Seller shall not be responsible for diagnostic labor, travel mileage, travel labor or rotated travel expenses (such as means and lodging), overtime or premium labor rates.

7.6.11 Abuse: This warranty shall not apply to any Products or parts thereof which have been subject to misuse, alteration, abuse, negligence, accident acts of God or sabotage.

7.6.12 INCIDENTAL OR CONSEQUENTIAL DAMAGE: SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND. INCLUDING, BUT NOT LIMITED TO, LABOUR COSTS, LOSS OF USE OF OTHER EQUIPMENT, LOST PROFITS, LOSS OF PRODUCTION, INCREASED OVERHEAD, LOSS OF BUSINESS OPPORTUNITY, DELAYS IN PRODUCTION, COSTS OP REPLACEMENT COMPONENTS AND INCREASED COSTS OF OPERATION THAT MAY ARISE FROM THE BREACH OF THIS WARRANTY WHETHER OR NOT CAUSED DIRECTLY OR INDIRECTLY BY ANY NEGLIGENCE OF SELLER (EXCEPT NEGLIGENCE CAUSING DEATH OR PERSONAL INJURY)

Registered in England and Wales under registration number 2197706 Registered Office: 252 Upper Third Street, Grafton Gate East, Central Milton Keynes, MK9 1DZ

Seller: Terex United Kingdom Limited, Central Boulevard, Coventry., CV6 4BX, United Kingdom

7.7 THIS WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED (INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), AND ALL OTHER STATUTORY, CONTRACTUAL, TORTIOUS AND COMMON LAW OBLIGATIONS OR LIABILITIES AN SELLER’S PART ARE HEREBY EXPRESSLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE QUALITY OF OR SUITABILITY OR FITNESS OF PRODUCTS FOR A PARTICULAR PURPOSE AND THE USER MUST SATISFY ITSELF IN THIS RESPECT AND SHALL BE TOTALLY RESPONSIBLE THEREFOR. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE LIMITED WARRANTY CONTAINED HEREIN.

7.8 The unexpired part of the warranty in respect of Products may be transferred by the user to another party provided that Seller has received the warranty registration and Seller has been notified of the date of transfer and identity of the transferee by the User in accordance with Seller’s procedures.

7.9 Seller neither assumes nor authorises any other person to assume for Seller any other liability in connection with the sale of Seller’s equipment.

7.10 No employee or representative is authorised to modify this warranty unless such modification is made in writing and signed by an authorised officer of seller.

7.11 Seller reserves the right to make improvements or changes to its products without incurring any obligation to make such changes or modifications to products previously sold.

8. Remedies for Breach

8.1 IN THE EVENT OF ANY BREACH OF THE WARRANTY BY SELLER, THE PARTIES AGREE THAT SELLER’S LIABILITY SHALL BE LIMITED EXCLUSIVELY TO THE REMEDIES OF REPAIR OR REPLACEMENT (AT SELLER’S SOLE DISCRETION) OF ANY DEFECTIVE PRODUCT COVERED BY THE WARRANTY.

8.2 IN NO EVENT SHALL SELLER, OR ANY SUBSIDIARY OR DIVISION THEREOF BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES RESULTING FROM ANY BREACH OF WARRANTY, REPRESENTATION OR CONDITION, EXPRESS OR IMPLIED, OR ANY OTHER TERMS OF THESE TERMS AND CONDITIONS OF SALE, OR ANY BREACH OF ANY DUTY OR OBLIGATIONS IMPOSED BY STATUTE, CONTRACT, TORT OF COMMON LAW OR OTHERWISE (WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF THE SELLER, ITS EMPLOYEES, AGENTS OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS OR REVENUES, LABOUR OR EMPLOYMENT COSTS, LOSS OF USE OF OTHER EQUIPMENT, DOWNTIME OR HIRE CHARGES, THIRD PARTY REPAIRS, [EMOTIONAL OR MENTAL DISTRESS]. IMPROPER PERFORMANCE OR WORK, LOSS OF SERVICE OF PERSONNEL, LOSS OF CONTRACT OR OPPORTUNITY AND PENALTIES OF ANY KIND, OR FAILURE OF EQUIPMENT TO COMPLY WITH ANY APPLICABLE LAWS.

8.3 The Seller’s liability to the Buyer shall not in any event exceed the purchase price of the Products, provided that nothing in this article 8 shall operate to exclude the Seller’s liability for death or personal injury.

9. Specification Changes

9.1 In the event Seller incurs additional expense because of changes in specifications or drawings previously approved by Buyer, or in the event Seller is required to modify the ordered Products. perform any additional work or supply any additional Products, the additional expense shall be added to the purchase price.

9.2 Sellers shall have the right, in its sole discretion, to accept or reject any changes in specifications requested by Buyer. In no event shall any changes in specifications be made or accepted thirty days prior to shipment or thereafter.

10. Insurance

10.1 Until the purchase price of the Products is paid in full. Buyer shall provide and maintain insurance equal to the total value of the equipment delivered hereunder against customary casualties and risk; including, but not limited to fire and explosion. and shall also insure against liability for accidents and injuries to the public or to employees, in the names of Seller and Buyer as their interest may appear, and in an amount satisfactory to Seller.

10.2 If Buyer fails to provide such insurance, it then becomes Buyer’s responsibility to notify the Seller so that Seller may provide same; and the cost thereof shall be added to the contract price but in no case shall Seller be required to give Buyer the notice relating to insurance referred to in section 32(3) Sale of Goods Act 1979. All loss resulting from the failure to effect such insurance assumed by Buyer.

11. Patents, Copyrights, Trademarks, Confidentiality

11.1 No license or other rights any patents, copyrights or trademarks owned or controlled by Seller or under with Seller licensed are granted to Buyer or implied by the sale of Products hereunder.

11.2 Buyer shall not identify as genuine products of Seller Products purchased hereunder which Buyer has treated, modified or altered in any way, nor shall Buyer use Seller’s trademarks to identify such products; provided, however, that Buyer may identify such products as utilizing, containing or having been manufactured from genuine Products of Seller as treated, modified or altered by Buyer or Buyer’s representative, upon written prior approval of Seller.

11.3 All plans, photographs, designs, drawings, blueprints, manuals, specifications and other documents relating to the business of Seller (“Information”) shall be and remain the exclusive property of Seller and shall be treated by Buyer as confidential information and Buyer shall not disclose, give, loan, exhibit sell or transfer to any third party without Seller’s prior written approval the information: provided, however, that these restrictions shall not apply to information that Buyer can demonstrate: (a) at the time of disclosure, is generally known to the public other than as a result of a breach of this agreement by Buyer: or (b) is already in Buyer’s possession at the time of disclosure by from a third party having a right impact such information.

12. Default and Seller’s Remedies

12.1 In the event of default by Buyer, all unpaid sums and installments owed to Seller, shall at Seller’s sole option, become immediately due and payable without notice of any kind to Buyer limitation thereof, Seller shall have the right to set off any credits or amounts owed to Buyer against any amounts owed by Buyer to Seller.

13. Indemnification by Buyer

13.1 To the fullest extent permitted by applicable law, Buyer hereby agrees to indemnify, release, defend and hold harmless Seller, its directors, officers, employees, agents, representatives, successors, and assigns against any and all suits, actions or proceedings at law or in equity (including the costs, expenses and reasonable legal fees incurred in connection with the defence of any such matter) and from any and as claims demands, looses, judgments, damages, costs, expenses or liabilities. To any person whatsoever (including Buyer’s and Seller’s employees or any third party), or damage to any property (including Buyer’s property) arising out of or in any way connected with the performance or the furnishing of services or supply of Products under this agreement, regardless of whether any act, omission, negligence (including any act, omission or negligence, relating to the manufacture, design, repair, erection, service or insulation of or warnings made or lack thereof with respect to any Products furnished hereunder) of Seller, its directors, officers, employees, agents, representatives, successors or assigns caused or contributed thereto. If Buyer fails to fulfill any of its obligations under this Condition or this agreement. Buyers agrees to pay Seller all costs, expenses and legal fees incurred by Seller to establish or enforce Seller’s right under this condition or this agreement. The provisions of this Condition are in addition to any other rights or obligations set forth in these Conditions.

14. Installation

14.1 Unless otherwise expressly agreed in writing, Buyer shall be solely responsible for the installation and erection of the Products Although Seller may in some cases provide a serviceman, data and drawings to aid Buyer with installation or start-up, Seller assumes no responsibility for proper installation or support the Products when installed and expressly excludes and disclaims or any express or implied warranties with respect to such installation and support.

14.2 Notwithstanding whether date and drawings are provided or a serviceman aids in the installation. Buyer shall indemnify and hold Seller harmless and at Seller’s request. defend Seller from all claims, demands or legal proceedings (including the cost, expenses and reasonable legal fees incurred in connection with the defence of any such matter) which may be made or brought against Seller in Connection with damage arising out of said installation or start-up.

15. Construction and Severability

15.1 These Conditions constitute the entire agreement between the parties regarding subject matter hereto and shall be construed and enforced in accordance with English law.

15.2 Seller shall not be bound by any agent’s, employee’s or dealer’s representation or any other representation, promise or inducement not set for herein.

Registered in England and Wales under the registration number 2197706 Registered Office: 252 Upper Third Street, Grafton Gate East, Central Milton Keynes, MK9 1DZ.

[		Sales Order Acknowledgement

Seller: Terex United Kingdom Limited, Central Boulevard, Coventry., CV6 4BX, United Kingdom

Tel 44-0-2476-339-400 - Fax 44-0-2476-339-500 Spares Tel: +44 (0)1926 474 250 - Fax: +44 (0)1926 474 252 VAT No (Sales from UK) GB603484652 (Sales from Germany) DE0258665998 sales@terex.com - ukparts@terex.com - enquiries@terex.com www.terex.com

15.3 The invalidity or unenforceability of any provisions of this agreement shall not affect any other provision and this agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

16. Jurisdiction

16.1 The parties agree that for the benefit of Seller and subject to the right of Seller to elect to submit any dispute to arbitration in accordance with Condition 16.2 below, the courts of England shall have exclusive jurisdiction over any proceedings arising out of or in connection with this agreement commenced by Buyer. For the avoidance of doubt, Seller shall have the right (subject to any election to submit any dispute to arbitration in accordance with Condition 16.2) to commence proceedings against the Buyer in any court anywhere in the world in connection with this agreement.

16.2 Without prejudice to Condition 16.1, Seller and the Buyer agree that Seller shall have the uncondiotional right to elect to submit any dispute or difference arising out of or in connection with the agreement including any question regarding its existence, validity or termination and any tortious claims made by or against Seller to arbitration in London by a sole arbitrator in accordance with the Rules of Arbitration for the time being in force of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference to this Condition 16.2.

17. No Assignment

17.1 No right arising under this agreement may be assigned by Buyer unless expressly agreed to in writing by Seller.

18. Waiver

18.1 The rights of Seller shall not be prejudiced or restricted by any indulgence or forbearance extended by Seller to Buyer and no waiver by seller in respect of any breach of these Conditions shall operates as waiver in respect of any subsequent breach of the same or any other provision.

19. Force Majeure. The Seller shall not be liable to the Buyer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of the Seller’s obligation in relation to the equipment if the delay or failure was due to any cause beyond the reasonable control of the Seller including (but without limitation) strike, lockout, riot, civil commotion, fire, accident, explosion, tempest, act at God, war, epidemic, stoppage of transport, terrorist activity, supply shortage or changes in government, governmental agency, laws, regulations or administrative practices.

20. Sales Promotion Documents. Seller’s catalogues, technical circulars, price lists, illustrations, drawings and other literature these documents are for the Buyer’s general guidance only and the particulars contained in them shall not constitute representations by the Seller and the Seller shall not be bound by them. No dimensions, details, statements or other information (including without limitation any information which relates to output variations, tons per hour of products, product shape or other calculations which in any case may vary according to the actual operating conditions and application of such equipment from time to time) as to capacity, output or power specified or contained in the drawings, catalogues, specifications, photographs or other documents or illustrations shall be treated as binding upon the Seller unless the Seller has expressly agreed otherwise in writing signed by an authorised signatory of the Seller. The Seller reserves the right to make such changes to the specifications of the Equipment and/or the design of or material used in the Equipment as the Seller may determine.

21. Miscellaneous

21.1 A person who is not party to the agreement has no rights under the Contracts (Rights of Third Parties) Act 1969 to enforce any term of the agreement or these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from the Act. Buyer represents that (i) it is solvent and has the financial ability to pay for the Products purchased hereunder and (ii) it has all requisite right, power and authority to perform the obligations under this agreement.

22. Export Controls. Buyer represents and warrants that it shall, and that any party retained or paid by the Buyer shall comply with all applicable export controls, economic sanctions, embargoes and regulations regarding the export, re-export, distribution and sale of the Products, including without limitation the International Emergency Economic Powers Act (IEEPA) 50 U.S.C.A. s. 1701 et seq. (2003 & Supp. 2007) and the U.S. Export Administration Regulations, as amended (15 CFR, Chapter VII, Subchapter C), as the same may be amended or superseded from time to time. Buyer further represents, warrants end covenants that it shall not, and any party retained or paid by Buyer shall not, export or re-export the Products, directly, or with its knowledge, indirectly, to any country for which the United States government (or agency thereof) may require an export license or other approval or any country, person or entity to which such export or re-export may be prohibited by applicable United States law, regulation, policy or executive order. Failure to comply strictly with all applicable laws relating to embargoes, sanctions, export or re-export shall be grounds for immediate termination of this Agreement by Seller.

Registered in England and Wales under registration number 2197706 Registered Office: 252 Upper Third Street, Grafton Gate East, Central Milton Keynes, MK9 1DZ

International Terms and Conditions of Sale – Germany

Application

These International Terms and Conditions of Sale – Germany apply to all sales activities with TEREX GmbH lines of business: TEREX | Atlas, TEREX | Schaeff & TEREX | Ersetztelle GmbH

I. Terms and Conditions

The terms and conditions for the provision of any parts, equipment, documentation or service (hereinafter collectively referred to as “Products”) shall be exclusively defined by the written provisions of these terms and conditions and the Seller’s Order Confirmation (hereinafter collectively referred to as “Contract”). These terms and conditions apply to the present and all subsequent contracts whose preponderant object is the supply of goods to customers. No other terms and conditions shall apply including the terms of any purchase order submitted to the Seller by the Customer, whether or not such terms are inconsistent or conflict with or are in addition to the terms and conditions set forth herein and regardless whether the Seller has explicitly objected to such terms or not. The Seller’s acceptance of Customer’s purchase order is conditional upon Customer’s acceptance of all the terms and conditions contained herein. Any communication construed as an offer by the Seller and acceptance thereof is expressly limited to the terms and conditions set forth herein.

II. Terms of Payment

III. Title

Without prejudice to any other rights and remedies provided by law or this contract, the Seller is entitled to declare the Contract avoided in case the Customer substantially breaches its obligations under this paragraph 4 of this Clause III.

IV. Delivery

30

V. Transfer of Risk

Risk as to price and performance passes to the Customer as soon as the Products have been delivered in accordance with the delivery terms set forth in Seller’s Order Confirmation or title in the Products has passed to the Customer.

VI. Liability for non-conforming Products and Products with deficiency in title

VII. Limitation of Liability

VIII. Intellectual Property and Confidentiality

IX. Installation and Acceptance

X. Indemnity

Without prejudice to Seller’s continuing claims, the customer will indemnify and hold Seller harmless against all and any claims of third parties which are brought against the Seller by reason of product liability or similar provisions to the extent such liability is based on circumstances which were caused by the Customer or other third parties.

XI. Avoidance of Contract by the Seller

Without prejudice to any such right arising under applicable law or this Contract, the Seller shall be entitled to declare the Contract avoided if

XII. Arbitration and Governing Law

XIII. No Assignment

No rights arising under this Contract may be assigned by the Customer unless expressly agreed upon in writing by the Seller.

XIV. Compliance with Export Control Regulations

XV. Severability

Should any of the provisions of the Contract be or become invalid or otherwise unenforceable, the same shall not affect the validity and enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by an operative one coming as close as possible to the economic purpose and effect intended by the original provision.

SCHEDULE D

STANDARD LIMITED NEW PRODUCT WARRANTY

[SEE ATTACHED]

STANDARD LIMITED NEW PRODUCT WARRANTY – CONSTRUCTION

A.S.V., Inc. (“Seller”)

STANDARD LIMITED NEW PRODUCT WARRANTY

22

STANDARD LIMITED NEW PRODUCT WARRANTY – TEREX CONSTRUCTION AMERICAS

Exhibit 10.23

DISTRIBUTION AND CROSS MARKETING AGREEMENT

This Distribution and Cross Marketing Agreement (“Distribution Agreement”) is made effective as of December 19, 2014, by and among Manitex International, Inc. (“Manitex”) a Michigan corporation, Terex Corporation (“Terex”), a Delaware Corporation, and A.S.V., Inc. (“ASV”) a Minnesota corporation. Manitex, Terex and ASV may be referred to herein individually as a Party and collectively as the Parties.

BACKGROUND

WHEREAS , pursuant to that certain Stock Purchase Agreement, dated as of October 29, 2014, by and between Terex, Manitex and ASV (the “ Purchase Agreement ”), Manitex has acquired 51% of the outstanding stock of ASV (the “Acquisition”) from Terex (the “ Acquisition ”); and

WHEREAS , after the Acquisition, ASV will conduct its Business as a joint venture and in connection therewith ASV will manufacture and sell skid steer and compact track loader machines and parts (“ASV Products”) under both the Terex and Manitex brands; and

WHEREAS , the parties desire to set forth herein, and subject to the terms and conditions of this Agreement, the terms upon which ASV will manufacture and sell ASV Products, and certain services Terex will provide in assisting in the sales and marketing of ASV Products and the costs to be paid by ASV in exchange for such services.

NOW, THEREFOR , in consideration of the mutual covenants herein and for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows.

A. Exclusive Territory and Customers .

1. Dealers and Territories . Terex shall have the exclusive right on behalf of ASV to market and sell Terex-branded ASV Products to the dealers and within the territories associated with such dealers as further set forth on Exhibit A hereto in the tabs marked “U.S.”, “Canada” and “LA”. The Parties will reference the specific dealer agreement related to each such dealer to determine the applicable territory for such dealer. In the event that the dealer agreement does not provide for a specific territory, or if no dealer agreement is then in force, the Parties shall analyze the historic sales of such dealer over the preceding 3 year period and will on a good faith basis, make a mutual determination as to what the appropriate exclusive territory for such dealer should be. Provided, however, that if the relevant dealer disagrees with such determination of exclusivity, ASV shall indemnify and hold Terex harmless from any cost, loss or expenses, including attorneys’ fees, related to or arising from ASV or Manitex selling competitive products within the territory claimed by such dealer. The Parties agree that they shall use commercially reasonable efforts to identify the exclusive territory for each dealer listed in Exhibit A within 120 days of the date of this Distribution Agreement, provided that it shall not be deemed a breach of this agreement if the Parties are unable to do so provided they continue to take commercially reasonable measures after such time.

2. Exclusive Customers . Terex shall have the exclusive right on behalf of ASV to market and sell Terex-branded ASV Products to the rental house customers listed in Exhibit A hereto in the tab marked “Rental KA”, and to national rental account customers listed in Exhibit A in the tab marked “National”.

3. ASV and Manitex Covenant . ASV and Manitex hereby agree that they shall refrain from offering any inducement to any dealer, rental house or national account listed in Schedule A to terminate its relationship with Terex or purchase Manitex-branded Products.

B. Selling and General and Administrative Costs . In consideration for Terex’s commercial efforts to sell both ASV machinery and parts and the costs incurred by Terex in doing so, ASV agrees to compensate Terex for its machine sales selling expense and parts sales selling expense as set forth in Exhibit B and Exhibit C , respectively. In addition ASV agrees that it will compensate Terex for general and administrative costs associated with such sales at the rate of $463,000 for each annual period commencing on the date hereof, which shall be subject to an annual escalation of 3%, as well as additional 0.5% on the incremental annual revenue of ASV in excess of $103,000,000.

C. Forecasts . Terex shall, consistent with its past historical practice, assist ASV with production planning forecasts and ASV shall use commercially reasonable efforts to ensure that the production schedule is met.

A. Marketing Services . Terex shall use commercially reasonable efforts to market the ASV Products consistent with the historical past practice of the Business (as that term is defined in the Purchase Agreement). Terex shall provide or shall assist ASV in producing, product brochures and literature related to the ASV Products and shall further make required dealer communications regarding the promotion of the Products. Terex shall also exhibit ASV Products at the CONEXPO-CON/AGG trade show. The next CONEXPO-CON/AGG trade show is scheduled for March 2017. Terex shall exhibit ASV Products at such other major trade shows as the parties mutually agree. Nothing contained herein shall prohibit Manitex showing Manitex-branded ASV Product at the same or other trade shows.

B. Marketing Cost . In consideration for the provision of marketing services hereunder, ASV shall pay Terex an annual fee of $250,000, which shall be subject to an annual escalation of 3%, plus 0.2% of net incremental sales. In years in which Terex exhibits the ASV Products at CONEXPO-CON/AGG, or other major trade shows, ASV and Terex shall negotiate in good faith to determine a fee to be paid by ASV to compensate Terex for costs associated with such shows, which costs will not exceed a maximum of $200,000.

A. Term . Unless terminated by either party in accordance with the terms of this Section III , the term of this Agreement shall be five (5) years (the “ Initial Term ”). The parties may agree to renew this Distribution Agreement for additional one (1) year terms (each, a “ Renewal Term ”). The Initial Term and the Renewal Term are sometimes referred to in this Agreement together as the “ Term. ”

B. Termination . A Party may only terminate this Agreement upon a material breach of this Agreement by the other Party if such breach is not cured within thirty (90) days after written notice of said breach by the non-breaching Party to the Party in breach (the “ Cure Period ”).

ASV shall indemnify, release, defend, and hold harmless Terex, its subsidiaries and affiliates, and each of their respective agents, officers, employees, successors, assigns, and indemnitees (the “Indemnified Parties”), from and against any and all losses, costs, damages, claims, liabilities, fines, penalties, and expenses (including, without limitation, attorneys’ and other professional fees and expenses, and court costs, incurred in connection with the investigation, defense, and settlement of any claim asserted against any Indemnified Party or the enforcement of ASV obligations under this Distribution Agreement (collectively, “Losses”), which any of the Indemnified Parties may suffer or incur in whole or in part arising out of or in any way connected with the performance or the manufacturing and furnishing of ASV parts or equipment under this Distribution Agreement.

A. Severability . If one or more of the provisions contained in this Distribution Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Distribution Agreement, and this Distribution Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Notwithstanding the foregoing, a court of competent jurisdiction may reform any provision found invalid, illegal, or unenforceable in a manner consistent with the intent of the Parties so as render such provision fully enforceable to the extent permitted by law.

B. Counterparts; Electronic Transmission . This Distribution Agreement may be executed in counterparts, with all counterparts constituting one and the same original. Signatures may be transmitted or delivered by electronic means, including facsimile and digital image (e.g.,.PDF, .JPG) and such electronic version shall constitute an original for all purposes.

C. Assignment . This Distribution Agreement may not be assigned by any Party without the other Party’s prior written consent. Notwithstanding the foregoing, ASV may assign any or all of its rights and obligations hereunder to any provider (or agent therefor) of debt financing to it or any of its Affiliates. Subject to the foregoing, this Distribution Agreement shall be binding upon the heirs, successors, and permitted assigns of the Parties hereto.

D. Governing Law . This Distribution Agreement shall be governed by and construed under the laws of the State of New York without regard to the principles of conflicts of laws thereof, and any action hereunder shall be taken in the state or federal courts located in New York. By execution of this Distribution Agreement, each Party accepts and agrees to the exclusive jurisdiction and venue of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Distribution Agreement, subject to a Party’s appeal rights.

E. Survival . The following provisions shall survive termination of this Distribution Agreement: Section IV .

F. Waiver . No waiver by a Party to this Distribution Agreement of any breach of this Distribution Agreement shall be a waiver of any preceding or succeeding breach. No waiver by a Party to this Distribution Agreement of any right under this Distribution Agreement shall be construed as a waiver of any other right. Neither Party shall be required to give notice to enforce strict adherence to all terms of this Distribution Agreement.

G. Entire Agreement . This Distribution Agreement and the exhibits attached hereto, constitute the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersede and merge all prior discussions between the Parties. No modification of or amendment to this Distribution Agreement, nor any waiver of any rights under this Distribution Agreement, will be effective unless in writing and signed by the Party to be charged.

H. Notices . All notices, requests and other communications under this Distribution Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or Delivered by hand to the Party to whom such notice is required or permitted to be given. If mailed, any such notice will be considered to have been given five (5) business days after it was mailed postage prepaid to the address provided below or updated by delivery of written notice in accordance with the provisions of this Section V(H) . If delivered by hand, any such notice will be considered to have been given when received by the Party to whom notice is given.

[Signature Page Follows on Next Page]

IN WITNESS WHEREOF, each of the Parties has caused this Distribution Agreement to be executed on its behalf as of the date first above written.

Signature Page to Distribution Agreement

IN WITNESS WHEREOF, each of the Parties has caused this Distribution Agreement to be executed on its behalf as of the date first above written.

Signature Page to Distribution Agreement

EXHIBIT A

Exclusive Dealers and Territories – see attached tabs “U.S.”, “Canada” and “LA”

Exclusive Rental Customers – see attached tab “Rental KA”

National Account Customers – see attached tab “National”

EXHIBIT B

See attached – Exhibit B.

EXPLANATORY NOTE: [*] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Exhibit 10.24

SERVICES AGREEMENT

This SERVICES AGREEMENT (this “ Agreement ”) is made and entered into as of December 19,2014, by and between TEREX CORPORATION , a Delaware corporation (“ Terex ”), and A.S.V., INC. a Minnesota corporation (“ A.S.V. ”). Terex and A.S.V. are each referred to individually as “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein are used as defined in Section 9 .

BACKGROUND

WHEREAS , pursuant to that certain Stock Purchase Agreement, dated as of October 29, 2014, by and between Terex, Manitex International, Inc. (“Manitex”) and A.S.V. (the “ Purchase Agreement ”), Manitex has acquired on the date hereof 51% of the outstanding stock of A.S.V. (the “ Acquisition ”) from Terex (the “Acquisition”).

WHEREAS , in connection with the Acquisition, and subject to the terms and conditions of this Agreement, A.S.V. desires to obtain from Terex and its Affiliates, and Terex is willing to provide, and cause its Affiliates to provide, certain services and support for A.S.V. and in relation to the Business (as defined in the Stock Purchase Agreement).

NOW, THEREFORE , in consideration of the mutual covenants herein and for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows.

AGREEMENT

1. Service Provider’s Obligations .

1.1 Services Generally . Subject to the terms and conditions of this Agreement, during the applicable term set forth in the applicable Service Schedule, Terex or its Affiliates as a Service Provider will provide the Services to A.S.V. as the Service Recipient. The Services shall be of a scope and delivered in a manner consistent with past practice of the Service Provider on an internal or, where applicable, intra-company basis. Without limitation, the Services listed on a Service Schedule include the specific activities, tasks, and responsibilities that have been provided by that party internally on a customary and regular basis prior to the Closing Date for the proper performance of the Services, even if not specified on a Service Schedule.

1.2 Subcontracting . The Service Recipient understands that before and after the Closing Date, the Service Provider may have contracted, and may in the future contract, with third parties to provide services in connection with all or any portion of the Services to be provided under this Agreement. Upon notice to the Service Recipient, the Service Provider may contract with third parties to provide the Services or to enter into new arrangements for any of the Services; provided that notwithstanding anything in the foregoing to the contrary (i) third parties must be bound by confidentiality terms with respect to the Service Recipient’s confidential and nonpublic information that are no less restrictive than Section 5.1 , (ii) the Service Provider shall remain fully responsible for the

performance of the Services in accordance with this Agreement and (iii) the Service Provider shall make commercially reasonable efforts to cause the third party service provider to enter into a direct contractual relationship with the Service Recipient for the provision of the relevant Services, on such terms and conditions as reasonably agreed upon by the Service Recipient, in which case Service Provider shall no longer be obligated to deliver such services under the Agreement.

1.3 Certain Limitations . Unless expressly provided herein and/or in any Service Schedule, the Service Provider is not required to hire any additional employees or maintain the employment of any specific employee, modify any existing systems, equipment or software or acquire additional systems, equipment or software.

1.4 Compliance with Laws . The Service Provider shall provide the Services in accordance in all material respects with all applicable Laws. The Service Provider shall not be obligated to provide, or cause to be provided, any Service if the provision of such Service would require it or any of its employees, agents or representatives to violate any applicable Law.

1.5 Service Data . The Service Recipient is responsible, from and after the date of this Agreement, for (i) the accuracy and completeness of all data submitted by the Service Recipient to the Service Provider for processing or transmission in connection with the Services, and (ii) any errors in and with respect to data or information obtained from the Service Provider to the extent caused by inaccurate or incomplete data submitted by the Service Recipient.

1.6 Additional Services . Should a Party, in its reasonable judgment, after the Closing Date identify a particular service that had been provided prior to the Closing Date and that should be provided under this Agreement, then that Party may, at any time after the Closing Date, request that such transitional service be provided under this Agreement. Following that request, the Parties shall negotiate in good faith with respect to any such requested additional services (each such mutually agreed additional service, a “ Subsequently Identified Additional Service ”). The parties shall amend the existing Service Schedules for any such requested additional services that Service Recipient and Service Provider mutually agree to add to the Service Schedule.

1.7 Treatment of Employees . All employees and representatives of a Service Provider are considered, for purposes of all compensation and employee benefits matters to be employees or representatives of that Service Provider, as applicable, and not employees or representatives of the Service Recipient.

1.8 Mandatory Changes . If a change in the Services is required by applicable Law, then the Service Recipient may, by written notice, require the Service Provider to commence to provide such change in the Services to the extent required by applicable Law. The Service Recipient shall pay the Service Provider for the Services performed as changed or as ultimately agreed to in writing by the Parties.

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1.9 Audit Rights . Each Party shall cooperate with the other in connection with any financial audits the Service Recipient may conduct, including by providing access for the Service Recipient, its auditors, and designees to the Service Provider and its Affiliates computer systems and records.

2. Service Recipient’s Obligations .

2.1 Compliance with Laws and Policies . Each Party agrees to comply with all applicable laws in the provision of the Services. The Service Recipient agrees to (i) comply with any policies and reasonable instructions provided by the Service Provider that are necessary or desirable for the Service Provider to provide the Services in accordance with this Agreement, and (ii) make available to the Service Provider the books and records of Service Recipient solely to the extent necessary for the Service Provider to perform its obligations under this Agreement.

2.2 Cooperation . In order to enable the Service Provider to provide the Services, the Service Recipient will provide the Service Provider with cooperation and assistance as the Service Provider reasonably requests as required to facilitate provision of the Services.

2.3 Non-Exclusive . Nothing in this Agreement will preclude a Party from obtaining from its own employees or from providers other than the other Party, in whole or in part, services of any nature.

3. Compensation .

3.1 Compensation of Service Provider . As compensation for the Services provided under the terms of this Agreement, each Party, as the Service Recipient, shall pay the Service Provider a fee equal to the fees set forth on the applicable Schedule.

3.2 Invoice . Services shall be invoiced by the Service Provider on a monthly basis. On or prior to the 15th day of each month, the Service Provider shall provide the Service Recipient with an invoice setting forth the estimated Costs that the Service Provider has incurred for the prior month. Any differences between the invoiced estimated Costs and the actual Costs incurred by the Service Provider shall be reflected in the invoice of the following month.

3.3 Disputes . The Service Recipient shall be entitled to dispute, in good faith and in writing, any invoice. Any such notice of dispute shall provide reasonable detail for the basis of disputing any such amount. The Service Provider and the Service Recipient shall, within five business days following the receipt of such dispute in writing, discuss such disputes. Notwithstanding the foregoing, the Service Provider shall provide the Service Recipient with an invoice setting forth the estimated amounts required for payroll related to the payroll services provided on Schedule 1 five business days prior to the funding of such payroll amounts and the Service Recipient shall fund the respective account(s) from which payroll is made with the invoiced amount not later than two (2) business days prior to the pay date for such payroll.

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3.4 Payment . Service Recipient shall pay the fees then payable under this Section 3 within 30 days following the date of the receipt of each invoice, except for the portions of any invoices that are disputed in good faith by the Service Recipient pursuant to Section 3.3 may be withheld pending resolution of such dispute; provided that the Service Recipient shall be diligently pursuing resolution of the dispute. To the extent any such dispute is determined in favor of a Service Provider, Service Recipient shall pay to such Service Provider promptly (and in any event within 3 days of such determination) the disputed amount together with interest thereon from the date of such invoice through the date of payment at a rate of 1% per month. Payment shall be made by Service Recipient in the form of a bank draft, wire transfer or other form of payment as may be determined by mutual agreement of the Parties.

3.5 Currency . All prices will be calculated and paid in local currencies or any other currency agreed to from time to time by the Parties.

3.6 Taxes . The fees and charges of Service Provider under this Agreement do not include any taxes, including, without limitation, any VAT or sales taxes (“ Taxes ”). Service Recipient is responsible for payment of all Taxes, other than Taxes based on Service Provider’s net income.

3.7 Expenses . Except as otherwise expressly provided in this Agreement, each Party will bear its own costs and expenses incurred in the performance of this Agreement (it being understood that expenses shall not include expenses for the provision of services that are payable under this Agreement).

4. [Reserved] .

5. Confidentiality .

5.1 Confidentiality Obligations . During the term of this Agreement, a Party (“ Recipient ”) may be provided with, have access to, or otherwise learn confidential and/or proprietary information of another Party (“ Discloser ”) (including, with respect to Discloser, certain information and materials concerning Discloser’s business, plans, customers, technology, and products) that is of substantial value to Discloser, which is identified as confidential at the time of disclosure or which should reasonably be considered, under the circumstances of its disclosure, to be confidential to Discloser (“ Confidential Information ”). All Confidential Information remains the property of Discloser. Recipient may disclose the Confidential Information of Discloser only to Recipient’s employees and contractors who need to know the Confidential Information for purposes of performing under this Agreement and who are bound by confidentiality obligations that are at least as protective as this Section 5 . Recipient will not use the Confidential Information without Discloser’s prior written consent except in performance under this Agreement. Recipient shall take measures to maintain the confidentiality of the Confidential Information equivalent to those measures Recipient uses to maintain the confidentiality of its own confidential information of like importance but in no event less than reasonable measures. Recipient shall give prompt notice to Discloser of any unauthorized use or disclosure of the Confidential Information that comes to the attention

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of the Recipient and agrees to assist Discloser in remedying such unauthorized use or disclosure. Upon termination or expiration of this Agreement, Recipient shall return to Discloser all tangible copies of Confidential Information of Discloser in Recipient’s possession or control and shall erase from their computer systems all electronic copies thereof.

5.2 Exceptions . The confidentiality obligations do not extend to Confidential Information which (i) becomes part of the public domain without the fault of Recipient; (ii) is rightfully obtained by Recipient from a third party who Recipient reasonably believes has the right to transfer such information without obligation of confidentiality; (iii) is independently developed by Recipient without reference to or use of Discloser’s Confidential Information; or (iv) was lawfully in the possession of Recipient at the time of disclosure, without restriction on disclosure. In addition, Recipient may disclose Confidential Information of Discloser as may be required by law, a court order, or a governmental agency with jurisdiction, on condition that before making that disclosure Recipient first notifies Discloser to give Discloser an opportunity to seek confidential treatment or seek a protective order or otherwise limit the disclosure, and cooperates with Discloser if Discloser as reasonably requested. If any portion of the Confidential Information falls within any of the above exceptions, the exception will apply only to that specific portion and the remainder of Discloser’s Confidential Information will continue to be subject to the confidentiality requirements of this Agreement.

5.3 Access to Computer Systems . If a Party is given access to any equipment, computer, software, network, electronic files, or electronic data storage system owned or controlled by the other Party, such accessing Party will limit such access and use solely to provide or receive Services under this Agreement and shall not access or attempt to access any equipment, computer, software, network, electronic files, or electronic data storage system, other than those specifically required to provide or receive the Services. Each Party will limit its access to those employees with a requirement to have that access in connection with this Agreement, will advise the other Party in writing of the name of each person who will be granted access if requested to do so, and will strictly follow all security rules and procedures for use of electronic resources. All user identification numbers and passwords disclosed to a Party and any Confidential Information obtained by a Party as a result of their access to and use of any equipment, computers, software, networks, clean-rooms electronic files, and electronic data storage systems owned or controlled by the other Party, is deemed to be, and will be treated as, Confidential Information under applicable provisions of this Agreement. The Parties agree to cooperate in the investigation of any apparent unauthorized access to any equipment, computer, software, network, clean-room, electronic file, or electronic data storage systems owned or controlled by the other Party, or any apparent unauthorized release of Confidential Information.

5.4 Injunctive Relief . The Parties hereto acknowledge and agree that a Party would suffer irreparable harm for which monetary damages would be an inadequate remedy if there were a breach by the other Party of its obligations under this Section 5 . The Parties hereto further acknowledge and agree that equitable relief, including

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injunctive relief, is appropriate to protect a Party’s rights and interests if a breach were to arise, be threatened, or be asserted, and such Party is entitled to the entry of an order for immediate injunctive relief.

6. Limitations of Liability .

6.1 Consequential Damages Waiver . IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFIT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

6.2 Limitation of Liability . Each Party’s liability under this Agreement (for its own conduct and the conduct of its Subsidiary(ies) in performing the Services) shall be limited to willful misconduct or gross negligence of such Party and its Subsidiaries.

6.3 Basis of the Bargain . EACH PARTY ACKNOWLEDGES THAT THE MUTUAL LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 6 REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NO PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

7. Disclaimer . OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SERVICE SCHEDULE, THE SERVICES, AND ALL OTHER FACILITIES, EQUIPMENT, SOFTWARE, AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND THE SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT, AND DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT.

8. Term and Termination .

8.1 Term of Agreement .

(a) The term of this Agreement begins on the Closing Date and, unless earlier terminated as provided herein, will continue until the termination or expiration of each of the Service-specific terms set forth in the Service Schedules.

(b) The provision of the Services hereunder may be extended to the extent mutually agreed in writing between the Parties.

8.2 Termination . A Party may terminate this Agreement or any one or more of the Service Schedules immediately, upon written notice, a copy of which shall also be provided to the appropriate Executives, as follows: (i) if the other Party materially

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breaches any material term of this Agreement and fails to cure such breach within 45 days after receipt by the breaching party of written notice from the non-breaching Party describing in reasonable detail such breach; (ii) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the other Party’s debts, which case is not dismissed within 60 days of filing; (iii) except as specifically provided for herein, upon the other Party’s making an assignment for the benefit of creditors; (iv) or upon the other Party’s dissolution or ceasing to conduct business in the normal course, or the other Party’s failure to pay its debts as they mature in the ordinary course of business.

8.3 Effect of Termination . Upon termination or expiration of this Agreement for any reason, (a) the Service Provider will cooperate with the Service Recipient in completing all work in progress and such other matters which may require the Service Provider’s assistance; (b) within five business days of any termination or expiration of this Agreement or any Service Schedule, the Service Provider will deliver to the Service Recipient all deliverables, whether completed or in progress, as well as all materials which were furnished to the Service Provider by the Service Recipient or which were prepared or procured by the Service Provider as a part of the Services, and will disclose to the Service Recipient all of the Service Provider’s work product related to the provision of the Services; (d) the Service Provider will cooperate with the Service Recipient in transitioning all work in progress to the Service Recipient, or the Service Recipient’s designee, and will otherwise cooperate with the Service Recipient as reasonably requested to prevent disruption to the Service Recipient’s business and operations; and (e) each Party shall return to the other Party or certify in writing to the other Party that it has destroyed all documents and other tangible items that it or its employees, contractors and agents have received or created pertaining, referring or relating to the Confidential Information of the other Party furnished under this Agreement, and erase or destroy all electronic or magnetic records in computer memory, tape or other media containing any Confidential Information, provided however a party may retain on a confidential basis copies of documents required to comply with legal obligations. Termination of this Agreement shall not limit either Party from pursuing any other remedies available to it at law or in equity. Neither the Service Recipient, on the one hand, nor the Service Provider, on the other hand, will be liable to the other because of any proper termination of this Agreement for compensation, reimbursement, or damages for the loss of prospective profits, anticipated sales or goodwill. The provisions of this Agreement that by their nature continue and survive will survive any termination or expiration. In the event of any termination with respect to one or more, but less than all, of the Service Schedules, this Agreement will continue in full force and effect with respect to any Service Schedules not so terminated.

8.4 Further Assurances . During the term of this Agreement and following the expiration of the term a Service Schedule or following any termination of this Agreement, the Service Provider shall cooperate in good faith with the Service Recipient and shall transfer the records necessary and take all other necessary actions reasonably requested by the Service Recipient to reasonably enable the Service Recipient to make alternative arrangements for the provision of Services.

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9. Definitions . Certain terms, when used in this Agreement with initial capital letters, have the meanings given to such terms below. Capitalized terms used but not expressly defined in this Agreement have the meanings given such terms in the Purchase Agreement.

“ Closing Date ” means the date of this Agreement.

“ Costs ” means the sum of Direct Costs and Indirect Costs, plus the mark up agreed to by the Parties.

“ Direct Costs ” means all of the Service Provider’s actual costs of labor (including, but not limited to, wages, bonuses, equity compensation, fringe benefits and employer taxes and contributions), and equipment and materials that are specifically attributable to the Services provided by the Service Provider under this Agreement (including allowances for the depreciation of equipment and other capital assets used in the performance of the Services, as reported in the Service Provider’s local records of account), but does not include extraordinary expenses or financing expenses (which means interest income or expense, but may include, if any, all exchange gains or losses and other financial costs).

“ Indirect Costs ” means that portion of the Service Provider’s general and administrative expenses that are specifically allocated to the Services under this Agreement under any reasonable method agreed to by the Parties.

“ Services ” means the following services and support to be provided to A.S.V. as set forth in Schedules 1 through 4 hereof.

“ Service Provider ” means the entity providing the relevant Services.

“ Service Recipient ” means the entity receiving the relevant Services.

“ Service Schedule ” means each of the Schedules attached to this Agreement, as Schedule 1, Schedule 2, etc. that set forth the Services to be provided by the Service Provider to the Service Recipient and any future schedules setting forth services as agreed upon between the Parties.

10. General .

10.1 Notices . All notices or other communications hereunder shall be given in accordance with Section 10.7 of the Purchase Agreement.

10.2 Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

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10.3 Assignment . Neither this Agreement nor the rights, duties and obligations of either Party under this Agreement may be assigned, delegated or otherwise transferred by a Party, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party and any purported assignment in violation of the foregoing is void; except that either Party may assign or otherwise transfer its rights and/or obligations under this Agreement without the other Party’s consent in the event of a merger, change of control or sale of all or substantially all of the assets of such Party to which this Agreement relates. In addition, either Party may assign or otherwise transfer its rights, duties and/or obligations to a Subsidiary, provided that any such assignment shall not relieve the assignor from any liability or obligations hereunder. Notwithstanding the foregoing, A.S.V. may assign any or all of its rights and obligations hereunder to any provider (or agent therefore) of debt financing to it or any of its Affiliates.

10.4 Jurisdiction . Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties further agrees that service of any process, summons, notice or document to such party’s respective address listed above in one of the manners set forth in Section 10.7 of the Purchase Agreement shall be deemed in every respect effective service of process in any such suit, action or proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

10.5 Entire Agreement; Amendment; Waivers . This Agreement, together with all Exhibits hereto, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. The only representations and warranties made by the parties hereto with respect to the subject matter hereof are the representations and warranties contained in or made pursuant to this Agreement. This Agreement, and the terms and provisions hereof, may not be modified, waived or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought (or, in the case of a waiver, by the intended beneficiary of the waived term or provision). No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or

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further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10.6 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provision of this Agreement shall nevertheless remain in full force and effect. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.

10.7 Construction . The headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. When a reference is made to a Section, Schedule or Exhibit such reference shall be to a Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. The definitions in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party hereto by virtue of the authorship of any provisions of this Agreement.

10.8 Parties Obligated and Benefited . This Agreement is binding upon the Parties hereto and their respective permitted assigns and successors in interest and will inure solely to the benefit of such Parties and their respective permitted assigns and successors in interest, and no other Person.

10.9 Relationship . Nothing in this Agreement will be deemed or construed as creating a joint venture or partnership between the Parties or is intended or shall be construed to create any third party beneficiaries. Neither Party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other Party, and the relationship of the Parties is, and at all times will continue to be, that of independent contractors.

10.10 Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures were upon the same instrument.

10.11 Execution . This Agreement may be executed by facsimile signatures and such signature will be deemed binding for all purposes of this Agreement, without delivery of an original signature being thereafter required.

10.12 Attorneys Fees . The prevailing party is entitled to recover from the losing party the prevailing party’s attorneys’ fees and costs incurred in any arbitration, lawsuit or other action with respect to any claim arising out or relating to this Agreement.

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10.13 Disputes . In the case of any disputes under this Agreement, the Parties hereto shall first attempt in good faith to resolve such dispute informally; provided, however, that this Section 10.13 shall not be construed to alter or delay either Parties right to avail itself of the remedies and dispute resolution mechanisms available to the Parties under this Agreement.

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The Parties have executed this Agreement as of the date first above written.

NOTES TO ANNEX 1 TO SCHEDULE 1

SERVICES

The following additional services shall be included in the service specifications set out above:

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AGREED TERMS

SCHEDULE 2

SOUTHAVEN 3PL PROVIDER– DESCRIPTION OF SERVICES

Terex, through Terex Construction Americas in Southaven, Mississippi (“3PL Provider”), shall provide third party logistics and associated back office services with respect to parts fulfilment and related services for the Business as described below and consistent with the historical past practice at Terex’s Southaven, location. The cost for such services shall be $[*] per outbound/inbound shipping line (“ 3PL Cost Per Line ”) with a [*]% annual escalation. Inbound/outbound freight charges shall be charged to A.S.V. on an actual basis if identifiable and if not identifiable, based on historical cost allocation methodology. A.S.V. will not be charged additional freight for shipping errors made by 3PL Provider. Services shall be provided from the Closing Date until the fifth anniversary of the Closing Date (“ Service Period ”). The provision of any services beyond the Service Period will only occur if mutually agreed to in writing by the parties.

If there are any services that Buyer or A.S.V. would like to receive, or that the 3PL Provider believes to be reasonably necessary to provide, in order to maintain and support appropriate service levels as a result of changing business conditions, then such services shall only be provided once the scope of such services and costs for such services are agreed to by the parties in writing as prescribed in the Agreement.

[* Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.]

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