Terms and Conditions of Sale - Restorative Therapies

October 3, 2016

These terms and conditions of sale ("Terms") apply to the purchase of products by the buyer (hereafter referred to as "Customer", "you", and "your") from Restorative Therapies, Inc (ABN 28 131 719 661) trading as Restorative Therapies (hereafter referred to as "RTI”, “we”, “us” and “our”) in response to the attached written quotation presented to you by RTI ("Quotation"). Depending on the products you are purchasing, additional terms and conditions may also apply. In these Terms, the terms "RTI” refers to the related bodies corporate of RTI.

1. QUOTATION AND AGREEMENT
1.1 All Quotations issued by RTI for the supply of Products will remain open for acceptance for the period stated in the Quotation or, if none is stated, for sixty (60) days. In all other cases, prices payable are those currently in effect in RTI´s then current price list.

1.2 Your purchase of RTI Products in response to the Quotation is governed by the terms of any order confirmation we may send you in response to receiving your purchase order or signed Quotation, (“Order Confirmation”), these Terms and any additional terms referenced in the Quotation (together, the "Agreement"). Any other terms and conditions submitted by you on any purchase order are hereby expressly excluded. In the event of a conflict between the terms of the Quotation and these Terms, the terms of the Quotation will prevail to the extent of the inconsistency.

1.3 All Order Confirmations are subject to: (a) our on-going credit review and approval; and (b) our on-going determination that you and the proposed order are in compliance with all applicable laws and regulations as well as RTI's compliance policies, including but not limited to export/import control, and anti-money laundering laws and regulations, as applicable. If we determine in good faith at any time that there are credit and/or compliance issues with the Order Confirmation that have not been satisfactorily addressed, we may, without recourse by you against us, cancel any Order Confirmation upon written notice to you.

2. PRICES The prices for the Products and/or Services are as stated in the written Quotation. Quoted prices are exclusive of goods and services tax ("GST"). If payable, GST will be separately stated on our invoice(s) to you. You must pay us any GST that may be levied or assessed against us in relation to the supply of the Products and/or Services. If we pay any GST you agree to reimburse us the amount of such GST on demand.

3. PAYMENT
3.1 The payment terms are stated in the written Quotation. In the absence of any such statement, you must pay us in Australian Dollars 100% of the total price of the Products and/or Services within 30 days from the date of delivery of the Products and/or supply of the Services.

3.2 If you: (a) do not pay for a Product or pay an invoice by the due date; or (b) assign any of your property for the benefit of your creditors, enter into or threaten to enter into bankruptcy, receivership, liquidation, voluntary administration, or any other type of insolvency regime, and a Product has not been paid for in full, at the time, then RTI may, upon 14 days written notice to you: (i) suspend deliveries and/or cancel any of its outstanding obligations under the Agreement; (ii) charge you interest at the lower of: an annual rate equal to twelve (18) % or any applicable maximum statutory rate on all unpaid amounts calculated and compounded on a daily basis until the actual date of payment, as well as charge you for all collection costs and legal fees incurred by RTI in connection with the late payment; (iii) enter any premises occupied by you to remove and repossess the Product, including detaching the Product from any other product to which they may be attached or by detaching the Product from any land to which it may be fixed; and/or (iv) enter any premises occupied by you to temporarily disable the Product so that it becomes non-operational and/or (v) remotely disable the Product so that it becomes non-operational.

4. CHANGES, RETURNS AND CANCELLATIONS
4.1 RTI reserves the right, subject to prior written notice, to make any change in the specification of the Products, which does not materially affect the installation, performance or price thereof.

4.2 Products may only be returned with the prior written consent of RTI.

4.3 If you cancel an order without our prior written consent within 60 days before the mutually agreed scheduled delivery date, you will pay us a cancellation charge of 20% of the total price of the Products ordered under the Quotation or Order Confirmation plus all shipping charges. We will retain as a credit toward the cancellation charge any payments we have received up to the amount of the cancellation charge. In addition, in the event of any cancellation for Products requiring site evaluation services by us or our representatives, you will pay our reasonable charges for such site evaluation services performed prior to cancellation.

5. DELIVERY AND DELAYS IN PERFORMANCE
5.1 Delivery dates are approximate. Time for delivery will not be of the essence of these Terms and your purchase of the Products. We are not liable for delays in performance of any of our obligations under these Terms (including delivery). Partial delivery is permitted, if applicable.

5.2 If you request a later delivery date more than 45 days after the mutually agreed scheduled delivery date, we may, at our option, deliver the Products to a storage facility at your expense. If you fail to schedule a delivery date with us within 60 days after receiving notice from us that the Products are ready for delivery, we may, at our option, cancel your order upon written notice to you and charge you a cancellation fee equal to 20% of the total price of the Products, the subject of the cancelled order.

6. TRANSPORTATION, TITLE AND RISK OF LOSS
6.1 Unless otherwise specified in the Quotation, we are responsible for payment of freight for delivery the Products to you at the designated point of delivery.

6.2 Title and ownership to each Product will remain with us until you have paid us 100% of the purchase price for the Product. For the avoidance of doubt, a Product does not form part of any of your property, whether as a fixture or otherwise until the total purchase price for the Product has been paid in full by you to RTI.

6.3 Risk of damage to or loss of the Product will pass to you upon delivery of the Product to you at the designated point of delivery.

6.4 Until title and ownership of a Product passes to you, you must: (a) hold the Product as fiduciary for RTI; (b) store the Product separately from your other assets, and mark the Product to identify it as the property of RTI; (c) fully insure the Product against any and all loss or damage.

6.5 Title to or other ownership interest in any software licensed to you under the Agreement will remain with us at all times.

6.6 If a Product is used for clinical or diagnostic purposes, you shall keep adequate written records of the identity of any person or entity to whom the Product is transferred and of the location of such Product and shall procure that any purchaser of such Product is subject to the same requirement in respect of any onward sales.

7. INSTALLATION
7.1 We are not responsible for installation and assembly of a Product unless specified in the Quotation in which case you must comply with the requirements of this clause 7. You are responsible for making the place where the Product will be located ready for installation in accordance with our written specifications or recommendations and all applicable laws. Installation of a Product will not begin until your responsibilities have been completed. If you do not properly complete these responsibilities, there may be delays in delivery of the Products. We will assemble a Product and connect them to electrical outlets provided by you. You have to pay and be responsible for any non-RTI employees whom you use or direct us to use for installation or assembly (as the case may be).

7.2 Following installation, where applicable, RTI will proceed with final testing using RTI’s published specifications and using its standard instruments and procedures. Upon the satisfactory completion of such final testing demonstrating compliance with the above specifications (with any permitted variations/tolerances) RTI may issue a test certificate which will be conclusive evidence of such compliance and installation of the Product will be deemed to be complete and in compliance with RTI’s obligations under the Agreement.

8. ACCEPTANCE OF PRODUCTS You will be deemed to have accepted a Product on the earlier of: (a) if RTI assembles the Product, five days after the date we notify you that we have completed installation and the Product is operating in accordance with our published specifications; or (b) if assembly is delayed for thirty (30) days or more after the date of delivery for a reason beyond RTI's reasonable control, the thirtieth day after the date of delivery; or (c) the date the end user of the Product first uses the Product for operational use; or (d) if the Product does not require installation, on the date of delivery.

9. USE OF PRODUCTS
9.1 You acknowledge that the Products are or may be subject to regulation by the Australian Therapeutic Goods Administration ("TGA"), the New Zealand Medicines and Medical Devices Safety Authority (“Medsafe”), U.S. Food and Drug Administration (“FDA”) and any other regulation that may be applicable in the countries where the end- users of the Products are located. You agree not to use or permit the Products to be used in any manner that does not comply with all such applicable regulations. Further, you represent you will re-sell the Products to end-users who intend to use the Products for diagnostic purposes only and that you do not intend to re-sell the Products to any other party for any other purposes.

9.2 With respect to certain Products, use restrictions are a condition of the purchase which you must satisfy by strictly abiding by the restriction set out in RTI's catalogue and/or on the Product and/or accompanying documentation. You are solely liable to ensure compliance with any regulatory requirements related to your use of the Products, including obtaining all government licenses, permits and approvals needed for installation and use of the Products. You hereby indemnify RTI from and against any and all claims, damages, losses, and any other liability of whatever nature that RTI may suffer or incur as a result of your breach of this clause 9.

10. LIMITED WARRANTIES
10.1 Warranties for all Products and/or Services supplied by us to you under these Terms are set out at restorative-therapies.com/support-center/warranty/. Except as provided there and to the extent permitted by law, no express or implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, system integration or data accuracy will apply to anything supplied to you under the Agreement.

10.2 If RTI breaches any warranties set out in these Terms or a term or condition that is implied by law and which is not capable of being excluded, the parties agree that RTI's liability will be limited to, at RTI's discretion: (a) resupply the non-conforming Products and/or Services; (b) paying the cost of such resupply; (c) paying the cost of having the non-conforming Products repaired or non- conforming Services resupplied (as the case may be); or (d) refund to you the price paid by you to us for the non- conforming Product and/or Services. You acknowledge and agree that you will not be entitled to a refund or credit of the purchase price of the Product and/or Services in any other circumstances.

10.3 An Extended Warranty may be purchased annually for up to 3 additional years, at which point the Limited Warranty provisions will be extended for the period purchased.

10.4 If you choose to pay for all 3 additional years up front, you will be eligible to purchase a replacement system so that at the end of the Extended Warranty period RTI shall provide a new current model system which RTI determines most closely matches your existing system. The replacement system will be covered by our Limited Warranty described above.

11. LIMITATION OF LIABILITY To the extent permitted by law, you agree that: (a) the total liability of RTI and your exclusive remedy for any and all claims arising out of or related to the Agreement, your purchase and use of the Products and/or Services, regardless of the form of the action, will be limited to 100% of the total price of the Product and/or Services paid by you to us, the subject matter of the claim; and (b) RTI will under no circumstances be liable to you for any loss of profit, loss of revenue, loss of data, loss of goodwill or business interruption or any indirect, consequential, or punitive damages.

12. INTELLECTUAL PROPERTY You acknowledge that, unless otherwise agreed in writing, all intellectual property rights attaching to RTI branded Products are and will remain the property of RTI.

13. CONFIDENTIAL INFORMATION AND PRIVACY
13.1 RTI will treat patient information as confidential. In addition, each party (the "Receiving Party”) will treat the other party's written, proprietary business information as confidential for a period of 3 years from the date of receipt by the receiving party as long as it is marked as confidential and/or proprietary prior to its disclosure and is not otherwise available to the Receiving Party from a lawful source. Notwithstanding the foregoing, either party may disclose the other party's confidential information to: (a) its Personnel on a need to know basis for the purpose of performing its obligations under the Agreement; (b) if required by law, in which case such the Receiving Party will so notify the other party as soon as practicable and in any event prior to such party making such required disclosure. For the purpose of this clause 13, RTI's pricelist for the Products and/or Services and these Terms will be considered as confidential information of RTI.

13.2 Each party must comply, and must ensure that their respective Personnel comply, with all applicable Privacy Law as they apply to that party.

13.3 If any Personal Information is provided or otherwise made available to RTI or its Personnel by the Customer or its Personnel, the Customer represents and warrants to RTI that the Customer has procured and obtained all necessary individual consents (as required by all applicable Privacy Law) to enable and permit RTI and its Personnel to collect, store, use, disclose or otherwise deal with the Personal Information solely for the purpose of fulfilling its obligations to Customer as anticipated under the Agreement.

14. DATA ACCESS You agree to permit us to connect to the Products, or to otherwise access data related to the Products, to allow us to gather, aggregate, compile, and use Products and resource usage data in various ways including quality initiatives, benchmarking and reporting services. The data collected by us will be used, during and after the expiration or termination of the Agreement, in a manner that will maintain patient and customer level confidentiality.

15. END OF PRODUCT LIFE The future availability of service support, whether under a service contract or on an hourly-billed basis, and spare parts for the Products will be subject to our end of product life programs.

16. FORCE MAJEURE RTI will not be liable to you for the non-performance of any of its obligations under the Agreement to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to, strikes, lock outs or labour disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, acts or threats of terrorism, plant breakdown, computer or other equipment failure and inability to obtain material or equipment. If such a delay occurs, we may extend the performance of our obligation for a period of time equal to the delay. If an event of force majeure exceeds 30 days RTI may cancel your order without any liability to you.

17. SOFTWARE LICENSE
17.1 Unless a separate software license agreement has been concluded concerning the Software, the Customer is hereby granted a non-exclusive, non-transferable and non-sublicensable license to use the Software solely in object code format and solely for its own internal business purposes subject to the terms of this clause 17.

17.2 You must not: (a) use the Software for purposes other than those for which it was designed; (b) grant, assign, transfer, or otherwise make available to third parties any right whatsoever in the Software; (c) copy or reproduce the Software (except for one copy for back-up purposes); (d) alter or modify the Software; or (e) reverse engineer, decompile, disassemble or create any derivative works based upon the Software.

18. GENERAL MATTERS
18.1 The Agreement is the complete and exclusive statement of the terms of the arrangement between you and RTI regarding its subject matter. No prior proposals, statements, course of dealing, or usage of the trade will form a part of Agreement. For the avoidance of doubt, any terms and conditions stated or attached to your purchase order or trade terms will not be deemed to be incorporated as a part of these Agreement and is hereby expressly excluded.

18.2 If any clause or part of any clause in the Agreement in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from the Agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

18.3 The Agreement will be governed by and construed in accordance with the laws of the state of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of the state of New South Wales and courts competent to hear appeals from those courts.

18.4 RTI may assign its rights and benefits under the Agreement (in whole or in part) to any related bodies corporate without your consent. You may not assign any of your rights or benefits under the Agreement without the prior written consent of RTI (which will not be unreasonably withheld)

18.5 RTI can hire a subcontractor or use any of its related bodies corporate to perform any of our obligations under the Agreement.

18.6 The Agreement may not be varied except by a later written document executed by you and RTI.

18.7 Clauses 2, 3, 6, 10 to 13 and clause 18 of these Terms will survive termination of the Agreement.

19. DEFINITION In these Terms, unless the context clearly indicates otherwise: Personal Information means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion. Personnel means, with respect to a party, any officer, employee, agent or contractor of that party. Privacy Law means the Privacy Act 1988 (Cth) and any determinations, guidelines and interpretative explanations issued from time to time by the Office of the Privacy Commissioner under that Act. Products means any life science equipment, hardware, Software, other electronic or mechanical items, any consumables, equipment spare parts, or Software agreed to be supplied by RTI to you under these Terms. Services mean any services performed by RTI to you under the Agreement. Software means any firmware, software or data compilations: (a) identified in the Quotation; or (b) provided to you by RTI in connection with installation or operation of the Equipment. For the avoidance of doubt, Software does not include any "open source" firmware, software or data compilations, as any such "open source" firmware, software or data compilations will be subject to the terms and conditions set out in the relevant "open source" license.

FM217301 Issue 2

International

October 3, 2016

1. General
1.1 In these Terms and Conditions: The Buyer means the person, firm, company or other organization who or which has ordered Products and/or Services from RTI; RTI means the Restorative Therapies, Inc referred to in the final written offer, quotation or order acknowledgement or, if none, the Restorative Therapies company making the sale; The Contract means the contract for the sale and purchase of Products and/or Services between RTI and the Buyer as may be further evidenced by RTI’s final written offer, quotation or order acknowledgement and no prior proposals, statements, representations or conditions will be binding on either party; The Equipment means all electronic equipment, hardware and other electronic or mechanical items agreed to be supplied by RTI, excluding any consumables and spare parts sold separately; The Goods means all items agreed to be supplied by RTI other than the Equipment and Software; The Products means any Goods, Equipment or Software agreed to be supplied by RTI; and The Services means all advice given and services performed by RTI; and The Software means any firmware, software or data compilations (i) identified in the Contract or (ii) provided to Buyer by RTI in connection with installation or operation of the Equipment. For the avoidance of doubt, Software shall not include any "open source" firmware, software or data compilations, as any such "open source" firmware, software or data compilations will be subject to the terms and conditions set out in the relevant "open source" license.

1.2 These Terms and Conditions shall be incorporated into the Contract and shall apply to the exclusion of any conditions of the Buyer. These Terms and Conditions may not be varied or waived except with the express written agreement of RTI. The failure of RTI to enforce its rights under the Contract at any time, for any period of time, shall not be construed as a waiver of any such rights.

2. Prices and Quotations The price of the Products and/or Services will be RTI's quoted price, inclusive of any duties, but exclusive of value added or other taxes. All quotations issued by RTI for the supply of Products and/or Services shall remain open for acceptance for the period stated in the quotation or, if none is stated, for sixty (60) days. In all other cases, prices payable are those currently in effect in RTI´s then current price list. Unless otherwise agreed in writing, extra charges will apply for handling, freight, and packaging.

3. Payment
3.1 Unless otherwise agreed in writing, payment in full shall be made to RTI in the currency invoiced, no later than thirty (30) days from the date of invoice.

3.2 In the event of late payment, RTI reserves the right: (i) to suspend deliveries and/or cancel any of its outstanding obligations; and (ii) to charge interest at the lower of (a) an annual rate equal to eighteen (18) % or (b) any applicable maximum statutory rate on all unpaid amounts calculated on a day to day basis until the actual date of payment.

4. Changes and Returns
4.1 RTI reserves the right, subject to prior written notice, to make any change in the specification of the Products which does not materially affect the performance, use, installation or price thereof.

4.2 RTI reserves the right to charge return shipping and a restocking fee of up to 20%.

4.3 RTI reserves the right to refuse the return of goods which are no longer in their original condition and packaging.

4.4 Products may only be returned with prior authorization from RTI.

5. Delivery/Installation/Acceptance
5.1 RTI will select the method of shipment and the carrier to be used. Shipment will be F.O.B. (UCC) Destination.

5.2 Partial deliveries shall be permitted. If the Buyer fails to accept delivery of the Products within a reasonable period after receiving notice from RTI that they are ready for delivery, RTI may dispose of or store the Products at the Buyer's expense.

5.3 RTI will use all reasonable endeavors to avoid delay in delivery on the notified delivery dates. Failure to deliver by the specified date will not be a sufficient cause for cancellation, nor will RTI be liable for any loss or damage due to delay in delivery.

5.4 The Buyer shall notify RTI in writing within five (5) working days of delivery of any short delivery or defects reasonably discoverable on careful examination. RTI’s sole obligation shall be, at its option, to replace or repair any defective Products or refund the purchase price of any undelivered Products.

5.5 Where delivery of any Product requires an export license or other authorization before shipment, RTI shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.

5.6 Where the Equipment requires installation, and the Contract includes same, the Buyer shall be responsible at its own cost for making the place where the Equipment will be located ready for installation in accordance with RTI’s instructions. Installation will not begin unless such responsibilities are completed.

5.7 Following installation, where applicable, RTI will proceed with final testing using RTI’s published performance specifications and using its standard instruments and procedures. Upon the satisfactory completion of such final testing demonstrating compliance with the above specifications (with any permitted variations/tolerances) RTI may issue a Test Certificate which shall be conclusive evidence of such compliance and thereupon installation of the Equipment shall be deemed to be complete and in compliance with RTI’s obligations under the Contract. In any event, Buyer agrees that the Equipment is accepted: (i) seven (7) days after the installation;, (ii) upon issuance of the Test Certificate; or (iii) on the date Buyer first uses the Equipment for operational use, whichever is earlier.

5.8 Buyer, at its reasonable request, shall be entitled to be present at and to witness the testing and shall not be entitled to raise any objection to testing carried out, or to the results thereof, if Buyer failed to attend when advised that testing was to take place.

5.9 Where Products are supplied by RTI in returnable containers, these must be returned at the Buyer’s expense and in good condition, if requested by RTI. Title to these containers shall remain with RTI at all times, but they shall be held at the risk of the Buyer until returned to RTI. Failure by the Buyer to comply with the above provision shall entitle RTI to invoice the Buyer for the full replacement value of the containers.

6. Risk and Title
6.1 All the risks of loss of and damage to the Products and full legal and equitable title to the Goods and Equipment shall pass to the Buyer upon delivery to the Buyer. The Buyer hereby agrees not to dispose of or resell the Goods and Equipment until they have been paid for in full.

6.2 In relation to any Equipment used for clinical or diagnostic purposes, the Buyer shall keep adequate written records of the identity of any person or entity to whom the Equipment is transferred and of the location of such Equipment and shall procure that any purchaser of such Equipment is subject to the same requirement with respect to any onward sales.

7. Services
7.1 Where RTI is to provide Services, the Buyer shall ensure that adequate and safe facilities exist at its premises and that RTI is properly notified of any relevant regulations.

7.2 If the Buyer has purchased a product or Service including remote access support, the Buyer shall permit RTI to connect to the Products by remote access as may be beneficial to the performance of maintenance or repair activities in fulfillment of RTI’s warranty obligations or as otherwise agreed to by the parties. This may include automatic software downloads and proactive monitoring and access to performance data related to the Products to gather and use Product and resource usage data for benchmarking and quality initiatives. Any data collected by RTI will be used in accordance with all applicable federal, state and local laws and regulations and in a manner that will maintain confidentiality.

8. Restricted Use With respect to certain Products, use restrictions are a condition of the purchase which Buyer must satisfy by strictly abiding by the restriction as set forth in RTI's catalogue and/or on the Product and/or accompanying documentation. Buyer is solely liable to ensure compliance with any regulatory requirements related to the Buyer's use of the Products, including any clinical, medical or diagnostic use. Any warranty granted by RTI to the Buyer shall be deemed void if any Products covered by such warranty are used for any purpose not permitted hereunder. In addition, the Buyer shall indemnify RTI and hold RTI harmless from and against any and all claims, damages, losses, costs, expenses and other liability of whatever nature that RTI suffers or incurs by reason of any such unintended use.

9. General Warranty
9.1 RTI’s warranty is available at http://restorative-therapies.com/support-center/warranty/.

9.2 To the maximum extent permitted by applicable law, RTI hereby expressly disclaims, and Buyer hereby expressly waives, any warranty regarding results obtained through the use of the Products including, without limitation, any claim of inaccurate, invalid, or incomplete results. All other warranties, representations, terms and conditions (statutory, express, implied or otherwise) as to quality, condition, description, merchantability, fitness for purpose or non-infringement (except for the implied warranty of title) are hereby expressly excluded.

9.3 An Extended Warranty may be purchased annually for up to 3 additional years, at which point the Limited Warranty provisions will be extended for the period purchased.

9.4 If Buyer chooses to pay for all 3 additional years up front, Buyer will be eligible to purchase a replacement system so that at the end of the Extended Warranty period RTI shall provide a new current model system which RTI determines most closely matches your existing system. The replacement system will be covered by our Limited Warranty described above.

10. Limitation of Liability
10.1 RTI shall have no liability under the warranties contained in Section 9 with respect to any defect in the Products arising from: (i) specifications or materials supplied by the Buyer; (ii) fair wear and tear; (iii) willful damage or negligence of the Buyer or its employees or agents; (iv) abnormal working conditions at the Buyer's premises; (v) failure to follow RTI's use restrictions or instructions (whether oral or in writing); (vi) misuse or alteration or repair of the Products without RTI's approval; or (vii) if the Buyer is in breach of its payment obligations under this Contract.

10.2 SUBJECT TO ANY EXPRESS OBLIGATION TO INDEMNIFY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND FROM ANY CAUSE ARISING OUT OF THE SALE, INSTALLATION, USE OR INABILITY TO USE ANY PRODUCT OR SERVICE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL OR BUSINESS INTERRUPTION.

10.3 The total liability of RTI arising under or in connection with the Contract, including for any breach of contractual obligations and/or any misrepresentation, misstatement or tortious act or omission (including without limitation, negligence and liability for infringement of any third party intellectual property rights) shall be limited to damages in an amount equal to the amount paid to RTI under the Contract. 10.4 The exclusion of liability in these Terms and Conditions shall apply only to the extent not prohibited by applicable law.

11. Intellectual Property Rights
11.1 Where the Buyer supplies designs, drawings, and specifications to RTI to enable it to manufacture non-standard or custom made Products, the Buyer warrants that such manufacture will not infringe the intellectual property rights of any third party.

11.2 All intellectual property rights in the Products and/or Services shall at all times remain vested in RTI or its licensors.

12. Health and Safety The Buyer shall ensure that: (i) the Products (provided such Products comply with its specifications) are suitable and safe for the Buyer´s intended use; (ii) the Products are handled in a safe manner; and (iii) containers, packaging, labeling, equipment and vehicles, where provided by the Buyer, comply with all relevant national and international safety regulations.

13. Indemnities Except where a claim arises as a direct result of the negligence or breach of contract of RTI, the Buyer shall indemnify RTI with respect to any claim which may be made against RTI: (i) arising in connection with the Buyer’s use of the Products; and (ii) alleging that the Buyer´s use of the Products infringes the intellectual property rights of any third party.

14. Insolvency In the event that the Buyer becomes insolvent or applies for bankruptcy or, being a company, goes into liquidation (other than for the purposes of reconstruction or amalgamation), RTI shall be entitled immediately to terminate the Contract without notice and without prejudice to any other rights of RTI hereunder.

15. Force Majeure
15.1 RTI shall not be liable with respect to the non-performance of any of its obligations herein to the extent such performance is prevented by any circumstances beyond its reasonable control including, but not limited to, strikes, lock outs or labor disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, acts or threats of terrorism, plant breakdown, computer or other equipment failure and inability to obtain equipment.

15.2 If an event of force majeure exceeds one (1) month RTI may cancel the Contract without liability.

16. Software License Unless a separate software license agreement has been entered into between Buyer and RTI concerning the Software, the Buyer is hereby granted a non exclusive, non-transferable license to use the Software solely in object code format and solely for its own internal business purposes subject to the terms contained herein. The Buyer shall not (i) use the Software for purposes other than those for which it was designed; (ii) use the Software in connection with other manufacturers' products unless such connectivity is authorized in the Product documentation; (iii) grant, assign, transfer, or otherwise make available to third parties any right whatsoever in the Software; (iv) disclose to third parties any information contained in the Software; (v) copy or reproduce the Software (except for one copy for back-up purposes or as may otherwise be permitted by applicable law); (vi) alter or modify the Software; or (vii) reverse engineer, decompile, disassemble or create any derivative works based upon the Software except as expressly permitted by law.

17. Export control The Buyer undertakes not to re-export the Products without the requisite export license from the relevant body of the United Nations or other similar international organization, the United States Government, the country of origin or the original country of export. The requirement to obtain a license may vary depending on the country of destination, the end user, the end use and other factors. Upon request from RTI the Buyer shall furnish RTI with copies of all documents relating to such re-export.

18 Waste Electrical and Electronic Equipment (WEEE)
18. 1 Where the Buyer sells, disposes of or otherwise transfers the Equipment to any third party and where this would unreasonably increase the cost of the collection, treatment or recycling of the Equipment for RTI under applicable WEEE legislation, Buyer shall be liable to RTI and indemnify RTI for such increased costs.

18.2 Should the Equipment that Buyer acquires from RTI be Equipment which is intended to replace on a 'like for like'-basis any item of Buyer’s existing equipment (e.g. the new Equipment is fulfilling the same function as Buyer’s existing equipment), Buyer must have clearly indicated to RTI the following: the brand, type, age, condition, current use and the exact location and all other relevant information. In the event Buyer has not complied with such obligations, RTI may charge Buyer such reasonable additional fees to reflect any related obligations it may have.

18.3 Unless otherwise agreed in writing, RTI´s obligation does not include without limitation, creation of physical access to the equipment; de-installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or -ramp; packing; or any related similar activities; and Buyer agrees to perform such activities at its own cost as and when required.

19. Governing Law This Contract shall be governed by and construed in accordance with the substantive laws of the State of Maryland and the parties hereby submit to the non-exclusive jurisdiction of the courts of the State of Maryland.

20. Product-Specific Terms and Conditions Additional terms and conditions govern the sale of certain Products and Services. These additional terms and conditions are available from the sales offices of RTI and shall take precedence in the event of any inconsistency with these Terms and Conditions.

21. ENGLISH LANGUAGE The parties hereto accept that these terms and conditions of sale and any documents related thereto be drawn up in the English language. Les parties aux présentes consentent à ce que les conditions générales de vente et tous documents y afférents soient rédigés en anglais.

22. TRANSLATIONS AND LOCAL VARIATIONS Translations of these terms and conditions are available from the sales offices of RTI. In some territories, local variations to these terms and conditions may apply. If so, such variations are also available from the sales offices of RTI and shall take precedent in the event of any inconsistency with these conditions.

23. Federal Government Purchases With respect to any Products or Services provided to the US federal government or any agency thereof:
23.1 Buyer agrees that all Products or Services provided hereunder meet the definition of a “commercial-off-the-shelf” (COTS) item or a “commercial item” as defined in FAR 2.101. If invoked, RTI accepts terms of FAR 52.212-4 except as may be tailored by the terms set forth herein. RTI accepts terms of FAR 52.212-5 properly applicable to this purchase. Because of the nature of any Services that may be provided, Buyer agrees that Services provided hereunder are exempt from the Services Contract Act of 1965 (as amended).

23.2 Any certifications or representations, other than those set forth in the RTI’s SAM, are hereby rejected. With regard to any Buy American Act certifications, the country of origin for any Products hereunder is as set forth in RTI’s SAM certifications or, if not set forth therein, the country of origin is considered unknown.

24. Entire Agreement Subject to Section 23.2 above, no terms, conditions, provisions or certifications, representations, other than those explicitly set forth herein shall apply. All other terms are hereby rejected. These Standard Terms and Conditions constitute the entire agreement of the parties with respect hereto. Nothing herein supersedes or affects the operation of any intellectual property license agreement entered into between RTI and Buyer.

FM217300 Issue 2

United States and Canada

October 3, 2016

1. General
1.1 In these Terms and Conditions: The Buyer means the person, firm, company or other organization who or which has ordered Products and/or Services from RTI; RTI means the Restorative Therapies, Inc referred to in the final written offer, quotation or order acknowledgement or, if none, the Restorative Therapies company making the sale; The Contract means the contract for the sale and purchase of Products and/or Services between RTI and the Buyer as may be further evidenced by RTI’s final written offer, quotation or order acknowledgement and no prior proposals, statements, representations or conditions will be binding on either party; The Equipment means all electronic equipment, hardware and other electronic or mechanical items agreed to be supplied by RTI, excluding any consumables and spare parts sold separately; The Goods means all items agreed to be supplied by RTI other than the Equipment and Software; The Products means any Goods, Equipment or Software agreed to be supplied by RTI; and The Services means all advice given and services performed by RTI; and The Software means any firmware, software or data compilations (i) identified in the Contract or (ii) provided to Buyer by RTI in connection with installation or operation of the Equipment. For the avoidance of doubt, Software shall not include any "open source" firmware, software or data compilations, as any such "open source" firmware, software or data compilations will be subject to the terms and conditions set out in the relevant "open source" license.

1.2 These Terms and Conditions shall be incorporated into the Contract and shall apply to the exclusion of any conditions of the Buyer. These Terms and Conditions may not be varied or waived except with the express written agreement of RTI. The failure of RTI to enforce its rights under the Contract at any time, for any period of time, shall not be construed as a waiver of any such rights.

2. Prices and Quotations The price of the Products and/or Services will be RTI's quoted price, inclusive of any duties, but exclusive of value added or other taxes. All quotations issued by RTI for the supply of Products and/or Services shall remain open for acceptance for the period stated in the quotation or, if none is stated, for sixty (60) days. In all other cases, prices payable are those currently in effect in RTI´s then current price list. Unless otherwise agreed in writing, extra charges will apply for handling, freight, and packaging.

3. Payment
3.1 Unless otherwise agreed in writing, payment in full shall be made to RTI in the currency invoiced, no later than thirty (30) days from the date of invoice.

3.2 In the event of late payment, RTI reserves the right: (i) to suspend deliveries and/or cancel any of its outstanding obligations; and (ii) to charge interest at the lower of (a) an annual rate equal to eighteen (18) % or (b) any applicable maximum statutory rate on all unpaid amounts calculated on a day to day basis until the actual date of payment.

4. Changes and Returns
4.1 RTI reserves the right, subject to prior written notice, to make any change in the specification of the Products which does not materially affect the performance, use, installation or price thereof.

4.2 RTI reserves the right to charge return shipping and a restocking fee of 20%.