Master Purchase Agreement, Exhibit A — Case 8:20-cv-01003, Document 33-1

Summary

Exhibit "A" to Document 33-1, filed 05/22/20, in case 8:20-cv-01003: a Master Purchase Agreement between a Buyer and a Seller whose names are not fully legible, for 3M Health Care Particulate Respirator and Surgical Mask 1860 and 1826 3PLY masks. Terms include a per-unit CIF price, payment by irrevocable transferable letter of credit (MT700), title passing on arrival at the United States port of entry, and a replacement or refund for non-conforming product within seven business days. It provides for New York law and binding American Arbitration Association arbitration in Dallas, Texas, and a confidentiality clause. The last page is an Exhibit A form of Purchase Order.

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Case 8:20-cv-01003-MSS-CPT Document 33-1 Filed 05/22/20 Page1of 7 PagelD 385
Exhibit "A"

MASTER PURCHASE AGREEMENT

This Master Purchase Agreement (the “Agreement”) is hereby made between the TAC?

GLosAL LLC (i ith its principal place of business
ot es Buyer”), and i

its principal place of business at

the “Parties” or each, a “Party”).

(together Buyer and Seller, may be referred to as

RECITALS

WHEREAS, Seller is in possession of and/has the rights to quantities of 3M Health Care
Particulate Respirator and Surgical Mask 1860 and 1826 3PLY masks (generally, the “Product”’)
on an immediate and ongoing basis;

WHEREAS, Seller is willing to sell, and Buyer is willing to purchase, the quantities of the
Product as identified on Exhibit A and any supplements thereto, for the price per unit identified on
Exhibit A hereto; and

WHEREAS, Seller has made certain representations and warranties regarding the Product
as provided herein, and Buyer has relied upon same in entering into this Agreement.

NOW THEREFORE, PREMISES CONSIDERED and consideration of exchange of
promises as provided for herein, the Parties agree as follows:

TERMS OF AGREEMENT

1. Agreement to Purchase. Seller agrees to sell, and Buyer agrees to buy, the
quantities of Product identified on Exhibit A for the price identified on Exhibit A (once executed,
a “Purchase Order”). The terms of this Agreement shall be binding on the Parties, however, no
obligation to sell and no obligation to purchase shall be deemed executory unless and until the
Parties have filled in and executed a completed Purchase Order in the form, or substantially
equivalent to, Exhibit A, and in such event, the terms of Exhibit A shall govern the Parties
obligations with respect to such transaction.

Ze Purchase Price. Unless otherwise agreed to in writing, the price agreed to and set
forth in the Purchase Order shall be a per-unit, all inclusive CIF (the price per unit, the “PPU” or
“Price”). The Price multiplied by the quantity ordered (the “Purchase Price”) shall be due and
payable as provided herein, unless otherwise agreed to in writing.

3: Shipping and Delivery. (a) Unless otherwise agreed to on the Purchase Order,
Seller shall deliver the Product to the destination identified on the Purchase Order, or if not

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identified on the Purchase Order, then to

(b) Seller shall not be obligated to
ship or deliver Product until and unless Buyer has provided an irrevocable letter of credit securing
the Purchase Price amount in a form substantially acceptable to Seller. (c) Unless otherwise agreed
to by the Buyer in writing, shipping shall be via air carrier to the destination airport and shall be at
Seller’s cost. (d) Unless otherwise set forth in writing, all Purchase Orders shall be “time is of the
essence” orders. Once seller executed or accepts a Purchase Order, Seller shall be obligated to
make delivery within a reasonable time, in no event longer than 10 days from the date Proof of LC
is made; the failure to timely deliver the Product shall be deemed material, and Buyer shall, in
addition to all other remedies under law, have the option of terminating or cancelling any unfilled
Purchase Order if it remains unfilled by Seller after said time period, without Buyer incurring any
penalty or owing damages for said termination.

4. Transfer of Title. Title to the Product shall be “landed”, and shall be deemed to
transfer to Buyer upon arrival of the Product in the United States at the designated port of entry,
but only if (a) Buyer has had the opportunity to perform a pre-shipment inspection or waived such
right in writing, and (b) Seller has provided Buyer with a final certification of inspection from a
third-party source acceptable to Buyer, confirming that the specific Product to be shipped
conforms to the Purchase Order specifications and standards set by the manufacturer (3M) and of
workmanship quality and warrantability, and is undamaged. Any such third-party inspector shall
be deemed Seller’s agent for the purposes of allocation of risks under this Agreement and any
Purchase Orders issued pursuant to it.

Ds Payment Terms. (a) Unless otherwise agreed to in writing by the Parties, payment
shall made to the Seller for the Purchase Price in U.S. Dollars via irrevocable transferable letter of
credit aka MT700 (the “ILOC”) from or on behalf of Seller, and in a form substantially acceptable
to Seller. (b) Buyer’s payment agent shall deliver proof of the ILOC to Seller for CIF of the
Product, the terms of which shall be CIF at the port of entry in the United States. (c) The payment
agent for Buyer shall have no obligation to the Seller, nor shall be held liable by Seller for any
failure to make payment or execute any payment obligation hereunder, and shall otherwise be held
harmless by Seller for any injury or damages alleged to have been incurred due to any delay or
failure to make payment.

6. [RESERVED].

ye Non-Conforming or Damaged Product. (a) Buyer shall have no fewer than five
(5) U.S. business days after the Product clears customs to perform an inspection of the Product
(“Final Inspection”). (b) Any product that is found upon Final Inspection in the United States to
be non-conforming or damaged shall be either returned to Seller at Seller’s cost, or at the election
of Seller, destroyed at Seller’s cost. (c) Seller shall have seven (7) business days from receiving

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notice of damaged and/or non-conforming goods to replace said Product by causing replacement
Product (the number of units of conforming Product) to be shipped such that it arrives by the
seventh day therefrom; otherwise. Seller shall, by the seventh day from the notice specified herein,
provide a refund of the pro-rata Purchase Price for the nonconforming or damaged Product. Buyer
shall also have the right in the alternative to deduct any such amount from any future Purchase
Order Purchase Price total and shall elect same in writing within the 7-day period.

8. Representations and Warranties of Seller. Seller represents and warrants the
following:

(a) All factual representations made to Buyer during the negotiation hereof and set
forth in the Recitals are true and accurate;

(b) Seller is validly and duly organized in the a: do business:

(c) Seller has title and possession to the Product in such quantities agreed to as of the
date of any executed Purchase Order, or Seller has capacity to produce the product in the
required quantities within the time agreed to for delivery;

(d) Seller is not listed on any United States federal government list of business entities
with whom Buyer would be prohibited from doing business with, and Seller is not affiliated
with any such businesses or persons:

(ec) Seller will deliver Product that mect the specifications set forth in the Recitals and
that comply with 3M standards for of 3M Health Care Particulate Respirator and Surgical
Mask 1860 and/or 1826 3PLY masks (as the case may be), and that all of such Product is
bona-fide 3M product and not a forgery or counterfeit, and Buyer may rely upon the
inspections of SGS. Inspec and/or Bureau Veritas for same.

(f) Seller will deliver Product free from any defects.

(g) Seller is a business entity with the power to execute this Agreement.

(h) Buyer may rely on the signatures below and on any Purchase Order executed on
behalf of Seller as prima facie evidence that all required authorizations for Seller to execute
this Agreement or any Purchase Order have been obtained and will not be disavowed.

(i) The Person(s) signing this Agreement and/or any Purchase Order personally and
specifically warrant by their signatures that they are the authorized representative of Seller

with the authority and power to bind the Seller.

(j) Seller represents and warrants that it will not circumvent Buyer as to any
downstream customer of Buyer whom Buyer notifies Seller of in writing.

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(k) To the best of Seller’s knowledge, the product warranty and CIF insurance is
through self-insurance from 3M.

9. Representations and Warranties of the Buyer. Buyer represents and warrants the
following:

(a) All factual representations made to Seller during the negotiation hereof and set forth
in the Recitals are true and accurate;

(b) Buyer is a valid business venture recognized under the laws of the State of Texas;

(c) Buyer has bona fide need for the product and will not execute a Purchase Order
without confirmation of said need.

(d) Buyer has the power to execute this Agreement.

(e) Seller may rely on the signatures below and on any Purchase Order executed on
behalf of Buyer as prima facie evidence that all required authorizations for Buyer
to execute this Agreement or any Purchase Order have been obtained and will not
be disavowed.

(f) The Person(s) signing this Agreement and/or any Purchase Order personally and
specifically warrant by their signatures that they are the authorized representative
of Buyer with the authority and power to bind the Buyer.

10. Dispute Resolution. This Agreement shall be governed and construed under
general principals of commercial law, and to the extent same is unavailable, then under the law of
the State of New York, without regard to any conflicts of laws. Any dispute between the Parties
hereto arising from the subject matter of this Agreement (or any Purchase Order), whether
sounding in contract or in tort, shall be resolved via binding arbitration under the Commercial
Rules of the American Arbitration Association located in Dallas County, Texas, and shall take
place in Dallas, Texas before a duly selected arbitrator.

THE PARTIES HERETO UNDERSTAND AND AGREE THAT BY
SIGNING THIS AGREEMENT, EACH WAIVES ANY RIGHT TO
CHALLENGE JURISDICTION, BOTH PERSONAL AND SUBJECT
MATTER JURISDICTION, AND WAIVES TRIAL BY JURY IF SUCH
RIGHT WAS AVAILABLE UNDER LAW, AND WAIVES ANY RIGHT
TO APPEAL OR REVIEW OF THE DECISION OF THE ARBITRATOR.
THE PARTIES HEREBY WAIVE FORMAL SERVICE OF PROCESS AND

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AGREE TO SERVICE OF AN ARBITRATION DEMAND IF SERVED VIA
FIRST CLASS MAIL AND/OR VIA EMAIL.

THIS PRE-DISPUTE ARBITRATION CLAUSE SHALL BE GOVERNED
BY THE FEDERAL ARBITRATION ACT. ANY DISPUTE SUBMITTED
TO ARBITRATION SHALL BE HEARD (TO THE EXTENT POSSIBLE)
WITHIN SIXTY (60) DAYS OF FILING A DEMAND FOR ARBITRATION
WITHOUT A HEARING, AND NO DISCOVERY SHALL BE PERMITTED
IN CONNECTION WITH SUCH ARBITRATION HEARING.

IN ADDITION, THE PREVAILING PARTY IN ANY DISPUTE SHALL BE
ENTITLED TO ALL ACTUAL COSTS AND EXPENSES INCURRED,
INCLUDING OUT OF POCKET COSTS AND REASONABLE
ATTORNEYS FEES.

11. Limitations on Damages. Each Party hereby waives any right to seek damages for
consequential, incidental, special, exemplary, punitive, or any damages other than actual damages.

12. Amendments. This Agreement may be amended by the Parties via a writing
executed by the Parties. An exchange of emails by the Parties shall not be deemed a valid executed
writing, but the executed amendment to the Agreement may be transmitted via email. Any variance
to the general terms of this Agreement may be set forth in a Purchase Order, but such variance
shall only apply to the transaction set forth in that Purchase Order and shall not be deemed to apply
to any prior or subsequent Purchase Order.

13. Assignment. Neither Party may assign the rights or obligations of this Agreement
or any Purchase Order without the written consent of the other Party.

14. Severability. If any Provision of this Agreement is deemed to be invalid,
unenforceable, or illegal, then to the extent possible, the Arbitrator or Court construing this
Agreement, as the case may be, shall to the fullest extent possible construe the Agreement such
that is enforceable in a way that it fulfills the reasonable expectations of the Parties, as reflected in
the terms hereof.

15. No Waiver or Remedies. A Party’s failure to declare a breach of this Agreement,
or to seek any remedy, file suit or take any other action upon a breach by the other Party shall not
be construed as a waiver by that Party of the breach or of any right to seek damages, or other
equitable or legal relief, for said breach.

16. Entire Agreement/Merger Clause. The Parties agree that this Agreement, along
with any Purchase Orders pursuant hereto, and any Amendments, constitutes the entire Agreement

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between the Parties, and supersedes all previous and contemporaneous written or oral terms or
conditions of understanding.

17. Confidentiality. The Parties agree, to the greatest extent possible, to keep the terms
of this Agreement confidentiality and to not disclose same without the written consent of the other
Party. This Paragraph shall not prevent either Party from disclosing this Agreement to any
government agency requiring to review same, or to respond to a subpoena or other properly served
judicial inspection demand, or to share this with the Party’s attorneys, accountants, or tax advisors.

18. Counterparts. This Agreement may be executed in Counterparts. each of which
will be deemed an original but all of which will constitute a single agreement or document.

EXECUTED BY:
SELLER

Signature on behal

Signature on peta Buyer

Mazin A. Sbaiti
Print Name Print Name
OWNER | a As Buyer’s Authorized Agent
Title Title
APRIL 14,2020 April 13, 2020
Date Date

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EXHIBIT A
FORM OF PURCHASE ORDER

This Purchase Order is executed pursuant to that certain Master Purchase Agreement (“MPA”) executed [

BE Seller”) for the purchase of 3M Health Care Particulate Respirator

and Surgical Mask 1860 or 1826 3PLY masks (the “Product”). By setting forth the Quantity and PPU
terms below, and executing this Purchase Order, the Parties hereby agree and understand that they shall be
bound by this Purchase Order and the terms and conditions of the MPA which are hereby incorporated by
reference except to the extent modified below.

A. The Parties state the following terms to purchase Product:

Quantity of 3M 1860!: PPU (USD)

Quantity of 3M 1826: PPU (USD)

Aggregate Purchase Price (USD):

Delivery date:

B. The effective date of this Purchase Order shall be

C. For the Purpose of this Purchase Order only, the Parties agree to the following variances of the MPA:

Executed by:

Signature on behalf of Seller Signature on behalf of Buyer

Print Name Print Name

Title Title a
Date Date

' Buyer may elect, and Seller may agree, that the quantity shall be sum certain, or all or a percentage of Seller's
production for a period of time. In the latter case the Parties shall specifically state in the “Quantity” the percentage
of production and the duration of time.

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