OFFSHORE’s site and floor plan and standard specifications for buildings for shelter plan operations (collectively the “Standard Building Plans”) are attached hereto as Exhibit B and incorporated herein with this reference.

CLIENT’s initial requirements for the Mexican Facility (as defined below) and all other requirements for CLIENT’s manufacturing operation (the “Initial Requirements”) are attached hereto as Exhibit I and incorporated herein with this reference. Within 10 days after the Effective Date, or as otherwise agreed in writing, CLIENT will deliver to OFFSHORE its complete written list of requirements for the Mexican Facility (the “Final Requirements”).

OFFSHORE will undertake the necessary steps to provide the Mexican Facility in Mexico that meet the Final Requirements as provided to OFFSHORE, and will provide all necessary coordination between the Mexican contractors and CLIENT for the performance of CLIENT’s obligations hereunder.

CLIENT will provide OFFSHORE a written description of all CLIENT’s equipment to be used in its manufacturing process in Mexico, together with a written explanation of all electrical requirements for such equipment, not later than [***] days prior to the date scheduled for installation of electrical Shelter Plan Agreement Guaymas/ Empalme utilities at the Mexican Facility.

The Mexican Facility.

OFFSHORE shall provide and maintain the Mexican Facility from the Substantial Completion Date until the end of the term of this Agreement. Outside storage in addition to the staging area under Section I.H is permitted only with OFFSHORE’s written consent and may be negotiated separately.

OFFSHORE will provide an office for the CLIENT’s on-site manager within the Mexican Facility from the Effective Date until Substantial Completion. In addition, due to the importance of OFFSHORE’s on-site Human Resources Services, [***] office space appropriate for OFFSHORE’s Human Resources’ exclusive use shall be part of the Mexican Facility space provided to CLIENT [***] for the Mexican Facility under this Agreement.

OFFSHORE will provide the CLIENT with the cross dock services as listed in Exhibit A. Such service includes the use of non-dedicated warehouse staging area in Tucson, AZ for material and equipment going to or coming from Mexico of up to [***] square feet. Dedicated warehousing space or office space outside of the Mexican Facility and the staging area, if available, may be negotiated separately.

OFFSHORE will provide fire, casualty and other insurance in accordance with Exhibit G attached hereto and incorporated herein with this reference and such other insurance that it deems necessary or appropriate for the Mexican Facility. Except as set forth in this Section I.I, Exhibit G or ARTICLE IV, CLIENT will be responsible for obtaining and maintaining any and all insurance that it deems necessary or appropriate for its material and equipment, whether located in the Mexican Facility, elsewhere in Mexico, while in transit, or in the United States, including at OFFSHORE’s U.S. facilities. At no time shall OFFSHORE be liable for any damages that occur during handling of CLIENT’s material and equipment by [***] except to the extent that the damage is caused by (a) [***]; or (b) [***]. Upon CLIENT’s written request, OFFSHORE will acquire, through qualified brokers and at CLIENT’s expense, Mexican insurance covering CLIENT’s material and equipment. Notwithstanding the foregoing, OFFSHORE shall [***].

In the event that CLIENT’s occupancy of the Mexican Facility is interrupted as a result of an event that is not caused by CLIENT, whether such interruption results from fire, natural hazard, destruction, eminent domain or other governmental action, or otherwise, OFFSHORE shall give CLIENT notice (the “Interrupted Occupancy Notice”) within [***] days after the start of the interruption in CLIENT’s occupancy. In such event, OFFSHORE shall take one of the following actions at its sole cost and expense:

Repair or rebuild (or cause to repair and rebuild) the Mexican Facility;

Relocate CLIENT’s operation to a different facility in the Park acceptable to CLIENT and OFFSHORE; or

if repair, rebuilding or relocation is not possible within [***] months from the date of the Interrupted Occupancy Notice, take no action to repair, rebuild or relocate.

Except as otherwise set forth in this Section, OFFSHORE shall be responsible for all activities associated with the procurement and maintenance of licenses, registrations, permits, approvals, waivers, exemptions, consents or authorizations of any governmental authority required for the construction, occupancy and maintenance of the Mexican Facility and Park. CLIENT shall be responsible for all activities associated with the procurement and maintenance of such product and establishment licenses, registrations, permits, clearances, approvals, waivers, exemptions, consents or authorizations of any governmental authority necessary for the manufacture, use, storage, distribution and promotion of Client’s products, including, without limitation, the regulations promulgated by the U.S. Food and Drug Administration (“FDA”) (the foregoing, collectively, “Regulatory Permits”) and, except as explicitly set forth in this Agreement, compliance with the requirements set forth therein. OFFSHORE shall cooperate with CLIENT as necessary to allow CLIENT to fulfill any reporting or other regulatory requirements under the Regulatory Penn its, the QSR and other applicable laws, rules and regulations. Except as explicitly set forth in this Agreement, CLIENT, as holder of the applicable Regulatory Permits, shall be responsible for making any reports or taking any other action required by the QSR and/or other applicable laws, rule s and regulations. OFFSHORE shall generate and maintain all documentation required by the QSR and other applicable laws, rules and regulations (e.g., maintenance records).

OFFSHORE will furnish [***] commercial telephone line in the Mexican Facility. CLIENT will pay all monthly telephone service charges (other than for usage by OFFSHORE personnel) and will reimburse OFFSHORE for its actual cost for the installation of any additional commercial telephone lines requested by CLIENT.

Subject to Section 11.D, OFFSHORE will maintain the Mexican Facility in accordance with applicable laws, rules and regulations (including local building, environmental and safety regulations) and in good repair at all times. It is expressly understood and agreed that all maintenance and repairs of the premises will be the responsibility of OFFSHORE, except for the cost of repairs for damage caused by CLIENT, which will be the responsibility of CLIENT. CLIENT understands and agrees that all Mexican Facility

OFFSHORE shall make no alterations to the Park or the Mexican Facility which could reasonably be expected to adversely impact the Mexican Facility, CLIENT’s operations or CLIENT’s costs, without prior written approval from CLIENT.

If there is a change in applicable laws, rules and regulations (including local building, environmental and safety regulations) after the Substantial Completion Date that requires alterations to the Mexican Facility which would result in a material cost to OFFSHORE, OFFSHORE shall promptly implement such alterations but CLIENT shall reimburse OFFSHORE for any actual, reasonable and documented costs incurred by OFFSHORE solely in connection with the alterations to the Mexican Facility. Any other alterations to the Park shall be performed by OFFSHORE at its sole cost and expense.

OFFSHORE agrees to use all reasonable efforts to cause Maquilas to meet the staffing plans provided by CLIENT, as such staffing plans may be reasonably changed from time to time by CLIENT to assemble and manufacture CLIENT’s components into finished products (the “Finished Products”), and/or perform other work as directed by CLIENT in its production process (the “Workers”). Workers hired by Maquilas under this Agreement will be dedicated to CLIENT for CLIENT’s operations in the Mexican Facility. CLIENT will have direct supervisory control and management responsibility for all Workers who are allocated to CLIENT’s operations at the Mexican Facility.

CLIENT will have the right to select from the potential Workers provided by Maquilas in accordance with Exhibit A, those who best meet CLIENT’s minimum requirements. The work force will include production line workers, material handlers, group leaders, and inspectors, who will be paid on an hourly basis and reimbursed by CLIENT to OFFSHORE under the specific terms of this Agreement. In addition to the foregoing labor force, Maquilas will provide CLIENT with a pool of administrative and technical employees from whom CLIENT can select as it may deem necessary for the better implementation of this Agreement. These additional employees will be paid on a salaried basis by Maquilas. CLIENT shall reimburse OFFSHORE for all salaries and benefits paid to Workers to the extent such salaries and benefits were approved by CLIENT prior to the salaried Workers commencing work for CLIENT.

Since the workload hereunder may not be at a continuous and steady rate, it may become necessary from time to time to vary the total work force utilized in CLIENT’s operations at the Mexican Facility. Accordingly, OFFSHORE agrees to assist the CLIENT, when requested, in reducing the work force in order to minimize the Labor Charges and Severance Payments (as those terms are defined below) to CLIENT hereunder by using all reasonable efforts to place unneeded Workers that had been allocated to CLIENT’s operations hereunder with other OFFSHORE client companies with operations in the Park. Notwithstanding the foregoing, OFFSHORE cannot guarantee the placement of any of CLIENT’s unneeded workers with another OFFSHORE client company’s operations in the Park.

The labor rates paid by OFFSHORE to the Mexican workers are based on Mexican Labor Laws (an example of how labor rates are calculated is described in Exhibit C attached hereto and incorporated herein with this reference) and include Social Security, taxes, and all other benefits required under Mexican Law. It is agreed that all wages to be paid to the Workers providing services to CLIENT, including any increase in such wages required by an act of the Government of Mexico, or by a collective bargaining agreement between Maquilas and the worker labor union, or by direction of CLIENT, will be paid by CLIENT to OFFSHORE. OFFSHORE shall pay all such amounts paid by CLIENT to the Workers in accordance with applicable laws, rules and regulations.

OFFSHORE warrants that in its performance of this Agreement, it will in all respects conform to the applicable laws, rules, regulations, and orders of appropriate Mexican federal, state and local governmental authorities.

OFFSHORE agrees to provide transaction assistance to CLIENT in connection with CLIENT’s U.S. imports and related U.S. Customs activities. However, such assistance is not a substitute for CLIENT’s internal and/or external Customs expertise to assure its full compliance with all applicable laws, rules and regulations enforced by U.S. Customs & Border Protection. CLIENT will retain title to all of its materials, products and equipment used in connection with its operations under this Agreement. For U.S. Customs purposes, CLIENT will act the “Importer of Record” and will be solely responsible for all U.S. tariffs, duties, bonds, U.S. Customs broker charges and all other charges and exactions involved in the U.S. import process. OFFSHORE will not be responsible for U.S. Customs duties or compliance, which will be wholly the responsibility of CLIENT.

CLIENT will be responsible for supplying to U.S. Customs all information required in connection with the import of CLIENT’s foreign products into the U.S., including any required cost submissions. CLIENT will also be responsible for supplying to OFFSHORE, on a timely basis, all information necessary for the preparation of commercial invoice s and other documents prepared by OFFSHORE [***] acting in their capacity as Mexican exporter for shipment of CLIENT’s products to the U.S. In the event that CLIENT wishes to import its products into the United States with preferential tariff treatment under the North American Free Trade Agreement (“NAFTA”), OFFSHORE will have the sole authority to prepare and sign the exporter NAFTA Certificates of Origin, as provided under Article 501 of NAFTA. In that event, CLIENT agrees to provide to OFFSHORE all required supporting information, in writing, to support OFFSHORE’s determination of NAFTA origin with respect to the products to be imported into the United States. In view of OFFSHORE’s reliance on data supplied by CLIENT, CLIENT agrees to indemnify and hold OFFSHORE harmless, including the payment of reasonable attorneys’ fees, for any action, claim, loss, assessment or penalty imposed by U.S. Customs & Border Protection, or other U.S. federal agency, against OFFSHORE [***], in connection with the entry of CLIENT’s products into the U.S., except to the extent that such action, claim, loss, assessment or penalty results from the negligence or wrongdoing of OFFSHORE [***].

OFFSHORE also agrees to provide transaction assistance to CLIENT in connection with CLIENT’s export of products, materials, components and/or equipment or other items from the U.S. to the OFFSHORE manufacturing facility in Mexico to be used by the CLIENT in its manufacturing and assembly operations. However, such assistance is not a substitute for CLIENT’s internal and/or external advice and expertise with respect to any applicable U.S. export control laws, rules and regulations. In this regard, CLIENT will act as the legal U.S. exporter or “U.S. Principal Party in Interest” (“USPPI”) as provided in applicable U.S. Commerce Department regulations. OFFSHORE will not in any case act as the USPPI or U.S. exporter of products, materials, components and/or equipment or other items used in connection with CLIENT’s operations in Mexico. CLIENT agrees that it will obtain any and all export licenses that are required under any U.S. export control regulation s or regimes for CLIENT’S exports to Mexico and will provide OFFSHORE with copies of any licenses pertaining to exports for which OFFSHORE will be providing support. Any costs incurred by OFFSHORE to comply with the U.S. EAR and/or ITAR, including reasonable

OFFSHORE will be responsible for and will coordinate with Mexican authorities the customs clearance of the importation into Mexico of CLIENT’s materials, parts and components and any other require d inputs (the “Inputs”), as well as equipment, and will be responsible for the export from Mexico of the finished products, equipment and other items. CLIENT understands and agrees that, in order for OFFSHORE to be able to fulfill its obligations under this subparagraph, CLIENT must supply OFFSHORE, on a timely basis, with all pertinent information and documentation, including, without limitation, complete descriptions, makes, models and serial numbers, weights, costs, country of origin and certificates of origin of all Inputs and other property imported or exported into or out of Mexico for CLIENT hereunder, including without limitation proof of any export license that may be required by the U.S. government prior to export of Inputs to Mexico. CLIENT hereby acknowledges that 1) it takes approximately [***] days to obtain the initial Mexican permits once the application process is commenced, and 2) failure by CLIENT to provide accurate information referred to above on a timely basis may cause shipping delays and may result in customs fines. In addition, special permits needed to meet CLIENT’s specific requirements may take a longer period of time. CLIENT will promptly reimburse OFFSHORE for all amounts tendered by OFFSHORE and appropriately documented to CLIENT representing the Mexican customs tariffs, duties, value-added tax, customs processing fees, fines, bonds, and Mexican customs brokerage charges (collectively, the “Mexican Duties”) which may arise in respect of the import and export activities referred to herein, including, without limitation, any Mexican Duties that may become payable in the future with respect to a) Inputs imported into Mexico that are subsequently exported to the United States, whether or not incorporated into products, or b) Inputs, equipment or other property that has undergone a change of customs regime in Mexico, or c) Inputs, equipment or other property that had or has gone unreported to Mexican authorities due to the failure of CLIENT to properly document such items. CLIENT shall be responsible for providing to OFFSHORE all information and documentation, including U.S. import declarations, which may be required in order to calculate the amounts of such Mexican Duties. Under this Agreement, Maquilas is the importer and exporter of record in Mexico. As such, Maquilas shall have the exclusive right to hire the Mexican customs brokers used to perform Mexican customs transactions. In view of OFFSHORE’s reliance on data supplied by CLIENT, CLIENT agrees to indemnify and hold OFFSHORE harmless,

All freight charges, customs and brokerage fees, tariffs, duties, payments to the governments of Mexico or the United States, and other costs and expenses incurred by OFFSHORE in the performance of its duties under this ARTICLE IV, are incurred for the account of CLIENT. CLIENT will reimburse OFFSHORE for all amounts so paid for its account in accordance with Section VI.A.

CLIENT agrees to pay the following fees during the term of this Agreement:

A monthly fee (the “Facilities Fee”) of US$[***] per sq/ft in the Mexican Facility for each month of CLIENT’s use of the Mexican Facility. The Facilities Fee for each month will be billed, in advance, in the last weekly billing of the prior month. The Facilities Fee (prorated for any partial month) will commence (a) the Substantial Completion Date (even if it occurs prior to the Estimated Substantial Completion Date) or (b) the date on which CLIENT occupies the Mexican Facility, whichever is earlier. Occupancy will be deemed to occur once CLIENT’s production equipment has been installed; provided, however, that merely working in the construction environment will not be deemed to be occupancy. In addition, OFFSHORE shall include in each monthly billing an amount equal to Mexico’s value added tax (IVA) on the Mexican Facility. OFFSHORE shall credit CLIENT for the IVA paid on the Facilities Fee within [***] days of receiving reimbursement from Maquilas, which OFFSHORE shall use reasonable efforts to collect from Maquilas. Credit will be given to CLIENT at [***] that applies on the date [***].

A monthly Park Maintenance Fee, (the “PMF”) of $[***] per sq./ft. in the Mexican Facility for each month of CLIENT’s use of the Mexican Facility. The PMF covers the costs and expenses associated with the management, repair, maintenance and insuring of the Park, not the Mexican Facility, which is covered by the Facilities Fee.

A weekly fee for OFFSHORE ‘ s goods and services hereunder (the “Shelter Plan Fee”), which will be calculated as follows:

Headcount

Beginning

Headcount

Ending

Shelter Fee

Beginning

Shelter Fee

Ending

CLIENT agrees that the rate to be used to determine the [***] Fee will be the rate applicable to [***]. In calculating the Shelter Plan Fee, Workers who are salaried personnel shall work [***] per week. Except as otherwise expressly provided in this Agreement, in no event shall the Shelter Plan Fee with respect to any week [***] be less than the weekly minimum Shelter Plan Fee of $[***] per [***]. Except for such minimum, the Shelter Plan Fee calculation is calculated as set forth above. The headcount and rates for each headcount level defined in Schedule E are summarized by the table above, and the full schedule of starting Shelter Fee Rates is provided in Exhibit E attached hereto and incorporated herein with this reference. If, for example [***], the applicable rate applies to [***].

CLIENT further agrees to reimburse OFFSHORE for the following costs and charges incurred by OFFSHORE in connect ion with this Agreement m accordance with the procedures described in ARTICLE VI hereof:

All salary and benefits paid by OFFSHORE, for CLIENT’s account, in the performance of this Agreement, to Workers or to third parties on behalf of workers (e.g., life insurance companies, unions) performing services for CLIENT hereunder (the “Labor Charges”).

All costs incurred by OFFSHORE in connection with performing CLIENT’s screening process under Exhibit A.

All costs incurred by OFFSHORE in connection with additional services provided at CLIENT’s written request that are materially different from the services described herein. CLIENT’s request for such additional services must be made in writing on CLIENT’s “Purchase Requisition” form and must be signed by CLIENT’s representative.

The cost of electric power consumed by CLIENT in the Mexican Facility. OFFSHORE (at CLIENT’s cost) shall coordinate the installation of an electrical meter for the Mexican Facility.

The cost of water and sewer charges, if applicable, for such utility services consumed by CLIENT or used solely in connection with CLIENT’s operations at the Mexican Facility. OFFSHORE (at CLIENT’s cost) shall coordinate the installation of a water meter for the Mexican Facility.

The cost of bus transportation for Workers allocated to CLIENT’s operations hereunder to travel to and from the Mexican Facility solely to perform services for CLIENT.

The actual and reasonable cost approved in advance by CLIENT for participation in the Employee Sports Complex by Workers dedicated to CLIENT’s operations hereunder to the extent all workers in the Park are provided such benefit at no cost. The Employee Sports Complex is operated by a non-profit entity created by OFFSHORE. CLIENT’s representatives are invited to join the Board of this entity, which directs its operations and budget.

All other reasonable and actual duties, taxes, levies and other similar payments made by OFFSHORE to the governmental authorities in Mexico that are expressly agreed to be reimbursed by CLIENT in this Agreement, in each case that are made with the prior written approval of CLIENT on behalf of the CLIENT in the performance of this Agreement, including Mexico’s IVA tax, which is charged on most purchases made in Mexico. Credit shall be given to CLIENT in the manner described in Paragraph A (i) of this ARTICLE V.

CLIENT will have the sole responsibility to pay any and all amounts payable to such Worker for severance benefits (the “Severance Payments”) accrued under applicable laws, rules and regulations and any binding collective bargaining agreement with respect to the number of months spent by the Worker performing services for CLIENT under this Agreement unless otherwise agreed in advance by CLIENT. OFFSHORE shall have the sole responsibility to pay any and all other Severance Payments. The Workers who may be entitled to Severance Payment s include production line workers, material handlers, group leaders and inspectors, supervisory workers, monthly salaried administrative, technical workers and confidential workers assigned to CLIENT pursuant to this Agreement. If more than [***] Workers are terminated in any one week, for any reason, CLIENT shall advance to OFFSHORE or Maquilas, as the case may be (prior to the date on which Severance Payments are payable to such terminated workers), the amount of the Severance Payments that are payable by CLIENT under this Section V.C. OFFSHORE will use all commercially reasonable efforts to place Workers that had been allocated to CLIENT’s operations hereunder with other OFFSHORE client companies with operations in the Park to minimize CLIENT’s obligations with respect to Severance Payments.

OFFSHORE will notify CLIENT of the adjustments to the Shelter Plan Fee under Exhibit D attached hereto and incorporated herein with this reference at least [***] days prior to the [***] of the Effective Date and each anniversary thereafter.

The Facilities Fee shall be adjusted annually, at the same time as the Shelter Fee. The Facilities Fee will be adjusted in accordance with the procedure set forth herein and will equal the percentage increase (or decrease), if any, in the cost of living for the preceding year based upon the United States Consumer Price Index -All Items—U.S. City Average, All Urban Consumers (USCPI) issued by the Bureau of Labor Statistics of the United States Department of Labor (the base period for said Index is 1982-84 equals 100). In the event the Index ceases to be published, the most comparable substitute shall be used thereafter as selected by the mutual agreement of the parties.

OFFSHORE will submit to CLIENT invoices for all amounts that it is owed under this Agreement to CLIENT on a [***], except for [***] Facilities Fee, which shall be billed monthly in advance. All invoices will be issued in United States Dollars.

Each invoice will contain the following information:

The total number of basic, non-overtime hours worked during the relevant week by each Worker;

The total overtime hours and the associated overtime premium cost by each Worker;

the Labor Charges; and

A summary of costs incurred by OFFSHORE for the CLIENT’s account pursuant hereto, including, but not limited to, a) freight for moving CLIENT’s materials, equipment, and finished products across the border; b) Mexican brokerage charges; and c) supplies.

Each invoice will be accompanied by paid receipts or third party invoices that provide sufficient detail of costs incurred by OFFSHORE for CLIENT’s account pursuant to this Agreement and for which OFFSHORE is seeking reimbursement, so as to provide an accurate and complete record of the services provided on CLIENT’s behalf. With respect to costs incurred by OFFSHORE in Mexico (other than freight and customs charges), the invoice will be accompanied by a document signed by CLIENT’s on-site representative, certifying the accuracy of (i) the number of basic and overtime hours worked during the relevant work week, (ii) the number of Workers utilized during the relevant period, and (iii) the costs incurred in Mexico (other than freight and customs charges) for which reimbursement is sought in the invoice.

CLIENT hereby agrees to pay, via electronic transfer to OFFSHORE’s bank, the undisputed amount of each such invoice as follows:

the invoiced Labor Charges incurred in the [***] (due into OFFSHORE’s bank no later than [***] of the [***] the week the Labor Charges were in voiced);

All other (non-labor) invoice charges (due into OFFSHORE’s bank within [***] days after the date such invoice is delivered to CLIENT).

CLIENT understands and agrees that certain purchases requested by CLIENT that are not otherwise required under this Agreement may require deposits, progress payments (as in the case of construction projects), or payment on delivery (as in the case of a vehicle purchase). In such instances, OFFSHORE will invoice the CLIENT for the amount due and will make the corresponding purchase, deposit, or progress payment when such invoice is paid in full by CLIENT.

The term of this Agreement commences on the Effective Date and ends on the [***] of the Substantial Completion Date, unless terminated or extended in accordance with this Agreement.

If CLIENT requests early termination of this Agreement for convenience, such termination shall be with no less than [***] days advance written notice to OFFSHORE. At the time of giving such notice, CLIENT will pay OFFSHORE a termination fee (the “Termination Fee”) equal to the immediately preceding [***] billing for the Shelter Plan Fee under ARTICLE V hereof. The parties agree that OFFSHORE will suffer damages as a result of CLIENT’s early termination of this Agreement, and such damages will be difficult to accurately quantify. The Termination Fee is intended to approximate the damages to be suffered by OFFSHORE as a result of such termination and not as a penalty. CLIENT acknowledges that termination of this Agreement may give rise to Severance Payments relating to the Workers employed at the request of the CLIENT. Each party’s responsibility for Severance Payments are stated in Section V.C of this Agreement. The Severance Payments are in addition to the Termination Fee owed by the CLIENT to OFFSHORE. CLIENT shall have [***] other than [***].

If CLIENT requests early termination of this Agreement for convenience, it shall continue to pay the Facilities Fees until the earlier of (a) [***] or the [***] of the Substantial Completion Date or (b) the date the Mexican Facility is occupied by a new client that is reasonably acceptable to OFFSHORE. Upon notice of termination from CLIENT, OFFSHORE shall use all reasonable efforts to lease the Mexican Facility to a new client unless otherwise directed by CLIENT.

Each party shall have the right to terminate this Agreement as provided in ARTICLE XVII.

CLIENT may renew this Agreement for an additional period of up to [***] years on the same terms and conditions (including fees as they may be adjusted in accordance with this Agreement). CLIENT may exercise its right to renew this Agreement by giving OFFSHORE written notice of its intention to renew no fewer than [***] days prior to the scheduled expiration of this Agreement.

This Agreement may be terminated by CLIENT [***] as permitted under this Agreement [***] (other than the payment to Workers of any Severance Payments).

Subject to the next sentence, if CLIENT does not remove all its property from the Mexican Facility and the Park within [***] days after the date on which this Agreement expires (the “Expiration Date”), CLIENT shall be deemed (a) to have requested OFFSHORE to grant CLIENT an extension of the term of this Agreement for one period of [***] months (the “Holdover Period”), and (b) to have agreed to abide, during the Holdover Period, by the terms of this Agreement that were in effect immediately prior to the commencement of the Holdover Period, and including any price adjustment s applicable under ARTICLE V hereunder that would be calculated during the Holdover Period. In addition, OFFSHORE and CLIENT may mutually agree in writing to extend the Holdover Period for [***]. CLIENT’s implied request to extend the term of this Agreement for the Holdover Period pursuant to the immediately preceding sentence may be denied by OFFSHORE’s giving CLIENT written notice of such denial, prior to, or within [***] business days after the Expiration Date.

OFFSHORE represents and warrants to CLIENT that: (a) it will use sufficient numbers of personnel to perform the services in accordance with this Agreement; (b) employees of OFFSHORE and its subcontractors assigned to the CLIENT account will have an appropriate degree of training, experience, and skill to perform the tasks assigned; (c) it will perform its obligations under this Agreement in a professional and workmanlike manner; (d) it has the right to use all intellectual property supplied by and used by it in

Subject to Section IX.C, CLIENT hereby indemnifies, and agrees to protect, defend and hold OFFSHORE and Maquilas, and their respective owners, directors, officer, assignees, agents and workers (each an “OFFSHORE Indemnitee”) harmless against all demands, obligations, claims, costs, expenses, judgments, awards and liabilities of any nature, claimed or asserted by any Indemnitee, and against all losses in any way suffered, incurred, or paid or that may be suffered, incurred, or paid by any OFFSHORE Indemnitee as a result of, or in any way arising out of, or related to, the design, manufacture, use, delivery, consumption, or integration into other products of any of CLIENT’s products, Inputs or Finished Products.

OFFSHORE hereby indemnifies, and agrees to protect, defend and hold CLIENT and [***] (each an “CLIENT Indemnitee”) harmless against all [***], and against [***] by any CLIENT Indemnitee as a result of, or in any way arising out of, or related to:

[***];

any breach of this Agreement or negligent act or omission of OFFSHORE or its subcontractors in connection with the hiring and screening of Workers;

the hiring, screening and employment of any persons performing services under this Agreement other than Workers;

the Park (other than the Mexican Facility) or the construction and maintenance of the Mexican Facility except to the extent caused by the acts or omissions of CLIENT;

property damage or personal injury caused by the negligent acts or omissions of OFFSHORE or its subcontractors or the other tenants at the Park; and

the breach of Sections IX.A, ARTICLE X or Exhibit A caused directly or indirectly by the acts or omissions of OFFSHORE or its subcontractors.

IN RECOGNITION OF CLIENT’s RESPONSIBILITY FOR ITS INPUTS AND FINISHED PRODUCTS AND THE QUALITY THEREOF UNDER SECTION III.B, OFFSHORE, ON BEHALF OF ITSELF, MAQUILAS AND THEIR RESPECTIVE AFFILIATES, EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO

OFFSHORE will cause its subcontractors to comply with all of the laws, rules, and regulations of governmental authorities of Mexico and the applicable provisions of this Agreement, including, without limitation Sections 11.B and X.F.

CLIENT warrants that the products being manufactured by CLIENT pursuant to this Agreement are not intended for any use that would cause OFFSHORE or Maquilas to be in violation of any laws, rules and regulations of the United States. Without limiting the scope of this representation in any way, CLIENT specifically warrants that the following are and will remain true during the term of this Agreement:

CLIENT is incorporated to do business in the United States, or if it is not, none of CLIENT’s products or any item into which CLIENT’s products will be incorporated is intended for use in a defense or space-related application that would cause any of CLIENT’s products to constitute a defense article under the International Traffic in Arms Regulations; and

None of CLIENT’s products is intended for any end use that is prohibited by the Export Administration Regulations, Part 744.

OFFSHORE makes no representation or warranty about CLIENT’s tax status or liability under the tax laws, rules and regulations of Mexico, the United States, or any other jurisdiction; provided, however, that OFFSHORE shall use all reasonable efforts to assist CLIENT to determine such status and liability. CLIENT represents and warrants that it has investigated and is satisfied with its understanding of the tax effects of its operations under the Agreement and, in connection therewith, has not relied on any statement made by OFFSHORE.

Neither party will (and will not permit its other clients, subcontractors to) generate, release, store, place, use or dispose of any hazardous, toxic, or dangerous matter, substance or waste in, on or about the Mexican Facility or the Park. Each party agrees to indemnify, defend and hold the other party and its respective affiliates, and their respective owners, directors, officers, assignees, subcontractors, agents, and workers harmless from any and all claims, actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses, including reasonable attorneys’ fees and expenses, consultant fees and expert fees, together with all other costs of any kind that arise during or after the term of this Agreement, directly or indirectly, from or in connection with a breach of the covenant in this Section or from or in connection with the failure of the indemnifying party or its agents, contractors, representatives or workers to comply with any laws, rules and regulations or other requirements regarding protection of the environment, public health or safety.

CLIENT agrees to comply with all regulations of general application to the Park provided in writing to CLIENT, if any, whether now or hereafter in effect, in particular those related to use and upkeep of common areas.

In the event that the FDA or other regulatory authority conducts or seeks to conduct an inspection or audit of the Mexican Facility, or makes an inquiry or investigation regarding the products or activities at the Mexican Facility, OFFSHORE shall immediately notify CLIENT. OFFSHORE shall ensure that CLIENT or CLIENT’s designated representative is in attendance for any inspection or audit by regulatory authorities and CLIENT shall retain sole responsibility for communicating with regulatory authorities with respect to any such inspection, audit, inquiry or investigation. To the extent applicable, OFFSHORE agrees to provide assistance to CLIENT regarding preparation of any communications or responses to regulatory authorities regarding any such inspection, audit, inquiry or investigation; provided that all such communications with regulatory authorities shall be made by CLIENT and not by OFFSHORE.

In performing under this Agreement, each party agrees to comply, and shall ensure that all of their respective subcontractors, agents, brokers, consultants or other third parties performing their obligations pursuant to this Agreement (collectively, “Third Parties”) comply, with all applicable anti-bribery laws, rules and regulations, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the anticorruption laws, rules and regulations of Mexico and all other applicable laws, rules and regulations dealing with bribery, extortion, and kickbacks (collectively, “Anti-corruption Laws”).

In connection with this Agreement, and any related agreement or activity, OFFSHORE represents and covenants that no payments of money or anything of value have been or will be corruptly offered, promised, paid, or authorized, directly or indirectly, to any “Public Official,” as defined below, for purpose of: (i) influencing any act or decision of the Public Official in his or her official capacity; (ii) inducing the Public Official to do an act in violation of a lawful duty; or (iii) inducing the Public Official to use his or her influence with a government or instrumentality thereof, in order to assist OFFSHORE, Maquilas or CLIENT in obtaining or retaining business or securing any improper advantage.

“Public Official” means: (i) any official, officer, employee, or representative of (a) any federal, state, provincial, territory, county or municipal government or any department or agency thereof, (b) any public international organization or any department or agency thereof, or (c) any company or entity owned or controlled by any government; (ii) any political party or party official; and (iii) an y candidate for political office.

OFFSHORE represents that neither it nor Maquilas is a Public Official; that none of OFFSHORE’s or Maquilas’s officers, directors, employees, or principal owners is a Public Official; and that no Public Official is directly or indirectly a principal owner or Shelter Plan Agreement investor in OFFSHORE or Maquilas, or has any substantial financial interest in the contractual relationship established by this Agreement.

OFFSHORE warrants that neither it nor Maquilas, nor any party on their behalf, will pay, offer, agree to pay, or cause to be paid, directly or indirectly, any loan, gift, donation, payment or other contribution to or for the benefit of, or at the direction of, any Public Official, including any elected public official, any candidate or campaign for public office, any official of a political party or any employee of a political party, where such payment, offer or agreement is in any way connected to CLIENT or this Agreement without prior CLIENT approval.

Any Third Party who will be involved in performing this Agreement or any related activity shall certify that such Third Party has and will comply with all Anti-corruption Laws prior to any involvement in this Agreement or any related activity.

OFFSHORE will promptly notify CLIENT of any actual or alleged anti-corruption violation by or government investigation of OFFSHORE, Maquilas or any Third Party performing services under this Agreement, whether related to this Agreement or otherwise. OFFSHORE will provide, and ensure that Maquilas and any Third Party provides, reasonable cooperation in any anti-corruption audit, review or investigation undertaken by CLIENT, whether proceeded by such notification or otherwise.

Notwithstanding anything in this Agreement to the contrary, in the event that OFFSHORE breaches any provision of this Section X.G of the Agreement or violate s any Anti-corruption Law:

CLIENT shall have the right unilaterally to terminate this Agreement immediately or to take other appropriate action in accordance with the terms of this Agreement;

OFFSHORE shall defend, indemnify and hold harmless CLIENT against any and all costs, damages, losses, liabilities, expenses, judgments, fines, settlements and any other amounts of any nature, including reasonable attorneys’ fees arising from any improper payment made in violation of any Anti-corruption Law or breach of this Section X.G of this Agreement, directly or indirectly, by, on behalf of or with the knowledge of OFFSHORE or Maquilas.

All right, title, and interest to intellectual property, materials (including raw materials), products, machinery, tools, and equipment used in connection with CLIENT’s products or manufacturing process at the Mexican Facility will remain at all times the property of CLIENT. If and to the extent that OFFSHORE takes possession of any such materials, products, machinery, tools, or equipment, it does so as licensee and bailee on behalf of CLIENT, and under a limited, revocable license to use CLIENT’s intellectual property solely for the purposes of providing services to CLIENT under this Agreement. At no time will OFFSHORE be deemed to have any ownership interest in such property and OFFSHORE hereby assigns (and will cause its subcontractors to assign) to CLIENT all right, title and interest in and to such intellectual property, materials (including raw materials), products, machinery, tools, and equipment.

All right, title, and interest to intellectual property in any materials, products, machinery, tools, and equipment provided by OFFSHORE or its subcontractors (including Maquilas) and used in the Mexican Facility by OFFSHORE, and not in connection with CLIENT’s manufacturing process at the Mexican Facility, will remain at all times the property of OFFSHORE. If and to the extent that CLIENT takes possession of any such materials, products, machinery, tools, or equipment, it does so as licensee and bailee on behalf of OFFSHORE, and under a limited license to use OFFSHORE’s intellectual property solely for the purposes of this Agreement. At no time will CLIENT be deemed to have any ownership interest in such property.

“Confidential Information” means information that a reasonable business person would consider private, sensitive or proprietary and includes, but shall not be limited to, this Agreement and its terms, business or marketing plans, business processes, manufacturing processes, technical specifications, performance data, materials, processes, and intellectual property, which is maintained by a party as confidential and proprietary.

Each party (as a “Receiving Party”) shall hold in confidence and not disclose (except on a confidential need-to-know basis to its employees and subcontractors who need to know and who are informed of their confidentiality obligations in writing) all Confidential Information of the other party (“Disclosing Party”) in the same manner and to the same extent as it holds in confidence its own Confidential Information but no less than a commercially reasonable standard. The Receiving Party may not use any of the Disclosing Party’s Confidential Information except for purposes contemplated by this Agreement.

In the event of a breach by the Receiving Party of its obligations under this ARTICLE XIV, the Disclosing Party may suffer irreparable harm and its remedies at law will be inadequate. Disclosing Party shall have, in addition to any other remedies it may have, the right to seek and obtain injunctive relief to restrain any breach or threatened breach thereof.

Confidential Information shall not include any information that Receiving Party can reasonably prove (a) was publicly available prior to the date of disclosure to or receipt of the Confidential Information by Receiving Party; (b) has been lawfully received by the Receiving Party from another source not under obligation of confidentiality with respect to such information; (c) becomes publicly available not due to any breach of this Agreement by the Receiving Party; (d) was independently developed by Receiving Party without access to information of the Disclosing Party.

In the event that the Receiving Party is directed by a valid court order or other judicial or administrative process, governmental rule or regulation or by the rules of any securities exchange to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such order or process and shall reasonably assist the Disclosing Party in seeking an appropriate protective order or other relief from disclosure.

The originals and any authorized copies of Confidential Information in documented form shall be returned to the Disclosing Party within [***] days after termination or expiration of this Agreement, or upon written request by the Disclosing Party, whichever is sooner.

Time is of the essence hereof of this Agreement.

CLIENT hereby agrees to deposit with OFFSHORE at the time of execution of this Agreement the amount of $[***] (the “Security Deposit”), which OFFSHORE will hold as security for the faithful performance by CLIENT of all its payment-related obligations under this Agreement, but does not relieve CLIENT from depositing the security for the Severance Payments that is called for in Section V.C hereof. If CLIENT defaults with respect to any provision of this Agreement including, but not limited to, any provision relating to the payment of amounts due hereunder, OFFSHORE may (but shall not be required to) use, retain and apply all or any part of the Security Deposit for the payment of any such sum in default, or for the payment of any amount that OFFSHORE may spend or become obligated to spend by reason of CLIENT’s default, or to compensate OFFSHORE for any other loss or damage that OFFSHORE may suffer as a result of CLIENT’s default. If any portion of the Security Deposit is so used or applied, CLIENT shall, within [***] days after written demand therefore, deposit with OFFSHORE in cash or cashier ‘ s check an amount sufficient to restore the Security Deposit. As long as no Event of Default (as is defined below) then exists hereunder, OFFSHORE will release the Security Deposit to CLIENT within [***] days after the effective date of termination or expiration of this Agreement.

If OFFSHORE fails to perform its duties in a material manner under this Agreement, such material failure will be considered to be an “Event of Default” hereunder. Failure by CLIENT to comply with applicable laws, rules and regulations, or to make a payment when due under this Agreement, shall also constitute an “Event of Default” hereunder. Upon the occurrence of an Event of Default by a party that is not cured within [***] days after notice thereof (except for failure to make payment, for which the cure period shall be [***] days after notice ), from the other party, the other party will be entitled to terminate this Agreement without liability except for payment of Severance Payments and payment of fees and charges due as of the effective date of termination;

No failure or delay on the part of the aggrieved party to exercise any right, power or remedy and no notice or demand which may be given to or made with respect to any such remedies shall operate as a waiver thereof, or limit or impair the aggrieved party’s right to take any action or to exercise any power or remedy here under, without notice or demand, or prejudice its rights.

Upon notice of termination or at least [***] days prior to the effective date of expiration, OFFSHORE shall deliver to CLIENT current copies of each Worker’s personnel file and then-current salary and benefit information.

CLIENT shall have the right to extend offers of employment to any Worker assigned to or working on the CLIENT account during the [***] months preceding the expiration or termination date of this Agreement. OFFSHORE shall provide CLIENT reasonable access to these employees and shall not interfere with CLIENT’s efforts to hire them and shall waive any non-compete or other similar restriction.

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions herein shall not in any way be affected or impaired.

Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. A waiver given by a party on any one occasion is effective only in that instance and will not be construed as a waiver of any right on any other occasion.

Each party represents and warrants to the other party that: (1) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by requisite corporate or other entity governance action on the part of such party; (2) the execution, delivery, and performance of this Agreement by it will not: (a) conflict with, constitute or result in a breach of any applicable

OFFSHORE shall not assign, transfer, mortgage, hypothecate or pledge all or any of its rights, interests and benefits under this Agreement, by operation of law or otherwise, without the prior written consent of CLIENT.

CLIENT may assign this Agreement without OFFSHORE’s consent (i) to any affiliate of CLIENT, or (ii) pursuant to a change of control, including a merger, reorganization, or sale of all or substantially all of the assets of CLIENT; provided however, that in either case CLIENT shall at all times after such assignment remain jointly and severally liable with its assignee for all of its obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of, the successors and permitted assigns of CLIENT and OFFSHORE. Any assignment in violation of this Section XX.E shall be void.

All notices, requests, demands, and determinations under this Agreement (other than routine operational communications), shall be in writing and shall be deemed duly given (a) when delivered by hand; (b) one (1) business day after being given to an express courier with a reliable system for tracking delivery; (c) when sent by confirmed e-mail or facsimile with a copy sent by another means specified in this Section XX.G; or (d) four (4) days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

Jeffrey A. Prileson

Exec. V.P. and C.F.O.

Offshore International Inc.

8350 E. Old Vail Rd.

Tucson, Arizona 85747

Justin Ballotta

Vice President, Operations

Cardiva Medical, Inc.

888 West Maude Ave

Sunnyvale, California 94085

Jonathan Saffer

Snell & Wilmer

One South Church Avenue

Tucson, AZ 85701-1612

Jeremiah Wolsk

Latham & Watkins, LLP

555 11th Street, N.W.

Washington, D.C. 20007

This Agreement may be executed in any number of counterparts, all of which taken together will constitute one single agreement between the parties.

Nothing contained in this Agreement will be construed to make either OFFSHORE or CLIENT partners, joint venturers, principals, agents, or employees of the other. Neither party will have any right, power, or authority, express or implied, to bind the other party.

No officer, director, employee, agent, affiliate, or contractor retained by OFFSHORE to perform work on CLIENT’s behalf under this Agreement will be deemed to be an employee, agent, or contractor of CLIENT. No officer, director, employee, agent, affiliate, or third party contractor retained by CLIENT to perform work on CLIENT’s behalf under this Agreement will be deemed to be an employee, agent, or contractor of OFFSHORE. OFFSHORE is solely responsible for payment of: (a) all payroll, disability, withholding, and other employment taxes; and (b) all medical benefit premiums, vacation pay, sick pay, or other fringe benefits; in each case resulting from OFFSHORE’s retention of any such officers, directors, employees, agents, or contractors. CLIENT is solely responsible for payment of: (y) all payroll, disability, withholding, and other employment taxes; and (z) all medical benefit premiums, vacation pay, sick pay, or other fringe benefits; in each case resulting from CLIENT’s retention of any of its officers, directors, employees, agents, or third party contractors.

Except where expressly provided as being in the sole discretion of a party, where agreement, approval, acceptance, consent, or similar action by either party is required under this Agreement, such action shall not be unreasonably withheld or delayed. An agreement, approval, acceptance, consent, or similar action by either party (including of a plan or deliverable) under this Agreement shall not relieve the other party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

The terms of this Agreement that contemplate performance or obligations after the effective date of expiration or termination of this Agreement shall survive expiration or termination of this Agreement in whole or in part.

Neither party will use the other party’s name, trademark, service mark, logo, or refer to the other party directly or indirectly in any media release, public announcement, or public disclosure relating to this Agreement or its subject matter, including in any promotional or marketing materials, customer lists or business presentations without the prior written

This Agreement is entered into solely between, and may be enforced only by, CLIENT and OFFSHORE; and this Agreement shall not be deemed to create any rights in third parties, including supplier s and customers of a party, or to create any obligations of a party to any such third parties other than as expressly provided in an indemnity under this Agreement.

Except as permitted under ARTICLE XVII, CLIENT’s failure to perform its obligations under this Agreement will not be grounds for termination by OFFSHORE; provided, however, that OFFSHORE’s non-performance of its obligations under this Agreement will be excused if and to the extent (a) OFFSHORE’s non-performance results from either (i) CLIENT’s failure to perform its express obligations hereunder, or (ii) interference by CLIENT’s third party agents, and (b) OFFSHORE provides CLIENT with reasonable notice of such non-performance or interference and uses commercially reasonable efforts to perform notwithstanding CLIENT’s failure to perform its obligations or such interference.

OFFSHORE INTERNATIONAL

INCORPORATED, an Arizona corporation

CARDIVA MEDICAL, INC., a

Delaware corporation

By: /s/ Jeff A. Prileson                                                             

Its: Exec. VP / CFO                                                                 

Date: June 11, 2014                                                                 

By: /s/ Charles Maroney                                                     

Its: President / CEO                                                             

Date: June 11, 2014                                                             

Recruitment of direct and salaried [***]

Applicant screening [***]

Pre-selection of personnel. OFFSHORE shall [***] with respect to [***] in accordance with [***]. OFFSHORE shall use [***] to ensure that any [***] and that all qualifications and experience [***]. OFFSHORE shall fill the staffing requirements with Workers who have successfully completed and complied with CLIENT’s screening requirements. OFFSHORE shall not [***] without first [***] (and, [***], CLIENT shall not be responsible for any fees or expense s relating to such visa sponsorship).

New hire testing to ensure that [***].

Worker orientation. OFFSHORE shall ensure [***]:

[***];

in conjunction with CLIENT, [***]

[***].

ln-plant human resources [***]

Employee records [***]

Labor contracts administration and maintenance

Labor statistics capture and analysis

Workforce redeployment [***]

[***]

[***]

[***]

[***]

[***]

New hire medical screening [***]

Routine and urgent care services

Prescription and dispensing of medicine

Immunizations

Preventative health care and education programs

Electronic time and attendance

[***]

Calculation and payment of worker overtime

Preparation of “ Special Request” checks

Deduction, payment, control and reporting of worker benefits:

[***]

[***]

[***]

[***]

[***]

Mexican tax payment and reporting

[***]

[***]

[***]

[***]

[***]

[***]

Tracking and administration of accounts payable

Invoice payments

International trade statistics reporting

[***]

[***]

[***]

CLIENT courtesy services

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Preventative maintenance and repair of client’s facility (excludes maintenance of emergency exit lights, smoke detectors, and the like )

Construction management for facility improvements

Provision of sanitary supplies

Pest control services

Janitorial services for non-production areas

Property insurance

Provision of consumables for above services

Park security services

Infrastructure maintenance

Landscaping maintenance

Waste Disposal (client cost item)

Street cleaning

Grounds keeping

[***]

[***]

[***]

Advising clients to maintain compliance with environmental regulations, [***]

[***]

[***]

[***]

In addition, two main activities are conducted by our staff

Internal audits at client facilities, to ensure compliance during production

Administration and Control of Hazardous Waste Documentation

Continuous monitoring of local, state and federal levels of Mexican Government, [***]

Liaison with community organizations

The provision of a monthly report providing the following client specific information:

[***]

[***]

[***]

[***]

Provision of salient information regarding Mexican economic and political conditions

Managerial personnel relocation and immigration facilitation

Mail handling and delivery

Assistance in itinerary planning for visiting executives /customers

Provision of consulting services related to doing business in Mexico

OFFSHORE GROUP

BUILDING# 37 SPECIFICATIONS SHEET

ROCA FUERTE INDUSTRIAL PARK

GUAYMAS, SONORA

•  TOTAL BUILDING AREA

•  BUILDING HEIGHT

PRODUCTION AREA

PRODUCTION BATHROOMS

OFFICES

LUNCHROOM

FLOOR

EXTERIOR WALLS

ROOF

CLIMATE CONTROL

BUILDING ACCESS

CHEMICAL STORAGE ROOM

COMPRESSOR ROOM

TRASHROOM

PORCH

ELECTRICAL POWER

LIGHTING

TELEPHONE

WATERLINE

•  TOTAL BUILDING AREA:

PRODUCTION AREA

BATHROOMS - PRODUCTION

AREA

OFFICES AREA

LUNCHROOM

CHEMICAL ROOM

COMPRESSOR ROOM

TRASH ROOM (no included)

PORCH

TOTAL BUILDING AREA

OFFSHORE INTERNATIONAL INC WAGE & FRINGE CALCULATION FOR :

EXHIBITC

Min.Wage, Mexico City (SMDF)

Day

Year

3 x SMDF/Yr.

Min.Wage, Empalme

$[***]

$[***]

$[***]

$[***]

[***]

[***]

$[***]

$[***]

Cost per hour

$[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Total Gross Salary

[***]

[***]

[***]

[***]

[***]

[***]

[***]

$[***]

$[***]

$[***]

$[***]

$[***]

$[***]

$[***]

$[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

$[***]

$[***]

$[***]

$[***]

$[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

$[***]

$[***]

$[***]

Other Taxes:

[***]

[***]

[***]

[***]

[***]

[***]

[***]

$[***]

$[***]

$[***]

$[***]

$[***]

$[***]

$[***]

$[***]

Fully Fringed Pesos/Hour

Fully Fringed

Dollars/Hour

$[***] Pesos

$[***] US Dollars

CALCULATION OF ADJUSTMENT FOR MEXICAN ECONOMIC CHANGES

CALCULATION OF ADJUSTMENT FOR UNITED STATES ECONOMIC CHANGES

FINAL CALCULATIONS

The Percentage Adjustment calculated under [***] will be applied to [***] of such prior [***].

The Percentage Adjustment calculated under [***] will be applied to [***] of such prior year’s Shelter Plan Fee, [***].

The percentage equal to [***] will be applied to the Shelter Plan Fee for the current contract year [***].

DEFINITIONS

Percent of Change in Mexican CPI. [***] Mexican National Consumer Price Index (Indice National de Precios al Consumidor) (the “Mexican Price Index”), which is published by the Banco de Mexico. The base year and price for the Mexican Price Index will be 1994 equals 100.

Percent of Change in Exchange Rate. The parties agree that [***]. The “Exchange rate for settlement of obligations denominated in foreign currency payable in the Mexican Republic” (Tipo de cambio para solventar obligaciones denominadas en moneda extranjera pagaderas en la republica mexicana), as published by Banco de Mexico, is referred to herein as the “Exchange Rate.”

Change in US CPI. The parties agree that [***].

EXAMPLE

Assume:

The Percent of Change in Mexican CPI

The Percent of Change in Exchange Rate

The Change in US CPI

Prior Year’s Shelter Plan Fee

Then:

Percentage Adjustment for Mexican Economic Changes:

Application of Percentage Adjustment for Mexican Economic

Application of Percentage Adjustment for US Economic Changes to Shelter Plan Fee

[***] (i) [***] (ii) [***], plus (iii) [***].

($[***] $[***]), plus

($[***] $ [***]),

[***] and [***] is $[***], plus

$[***], [***] $[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]