Common use of Amendments to Supply Agreement Clause in Contracts

Amendments to Supply Agreement. (A) Section 1 (a) of the Supply Agreement is hereby amended by deleting it in its entirety and replacing it with the following: (i) Buyer or any of its “Affiliates” (defined below) may purchase any or all of the wind turbine blades (“Components”) listed in Appendix 2 from Seller or its subsidiary, TPI Composites (Taicang) Company Limited (the “Seller Subsidiary”), during the Term of this Agreement at the prices agreed to in this Agreement; provided, however, that any purchases of Components for export outside of China shall be made directly with Seller and any purchases of Components by a Buyer Affiliate located within China shall be made directly with the Seller Subsidiary who shall be the selling entity in such event. Accordingly, the terms and conditions of this Agreement (and any documents incorporated by reference herein) are to be applied if any of Buyer or Buyer’s Affiliates purchases Components from Seller or the Seller Subsidiary, as the case may be. Seller represents and warrants that it has the authority to bind its Seller Subsidiary and it shall be jointly and severally liable for any Orders accepted by the Seller Subsidiary. To the extent that a Buyer Affiliate places Orders with the Seller Subsidiary, Seller’s obligations hereunder shall be binding on the Seller Subsidiary and the Seller Subsidiary shall deemed to be a “Seller” under this Agreement. Notwithstanding anything herein or in the GEE Purchase Terms to the contrary, any dispute arising under an Order between Seller Subsidiary and Buyer’s China Affiliate shall be finally settled by arbitration in Beijing by the China International Economic and Trade Arbitration commission with its arbitration rules and the Order shall be governed by the laws and regulations of the People’s Republic of China. (ii) The obligations hereunder related to Buyer’s Annual Purchase Commitment shall only apply and be binding upon Buyer and not any Buyer Affiliate(s) placing Orders; except that (1) any Components actually purchased by Buyer’s Affiliates shall be counted toward Buyer’s Annual Purchase Commitment and (2) any events which, pursuant to the terms of this Agreement, would cause a reduction in Buyer’s Annual Purchase Commitment if experienced by Buyer shall reduce Buyer’s Annual Purchase Commitment if experienced by an Affiliate. In enforcing its rights against any such Buyer Affiliate under this Agreement and any Order issued hereunder, Seller and the Seller Subsidiary shall look solely to the purchasing entity, either Buyer or the applicable Buyer Affiliate, as the case may be; provided, however, that Buyer shall use commercially reasonable efforts to help Seller receive payment by Buyer’s Affiliate to the extent that such Buyer’s Affiliate fails to pay Seller according to the terms of this Agreement. For avoidance of doubt and subject to the terms herein, Buyer has entered into this Agreement on behalf of itself and on behalf of its Affiliates to an extent that an Affiliate places an Order hereunder. Any Buyer Affiliate placing an Order shall be entitled to all of Buyer’s rights and remedies under this Agreement; provided, however, Buyer not Buyer’s Affiliate shall be the only party that can terminate this Agreement pursuant to Section 3 or assign this Agreement pursuant to Section 7. Except to the extent there is a conflict between this Agreement and an Order placed by a Buyer Affiliate whereby this Agreement shall govern pursuant to subsection (iii) below, nothing precludes a Buyer Affiliate or the Seller Subsidiary from exercising all of its rights and remedies under an Order to which it is a party. (iii) “Affiliate” with respect to either Buyer or Seller means any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with either Buyer or Seller, as applicable; provided, however, that a fifty percent (50%) or less owned entity shall not be deemed an Affiliate of Seller. All purchases under this Agreement are subject to issuance of firm purchase orders (“POs” or “Orders”) by Buyer or Buyer’s Affiliate pursuant to GEE’s Standard Terms of Purchase (the “GEE Purchase Terms”), incorporated by reference as Appendix 3, and any agreed updates, changes and modifications to the same. All POs, acceptances and other writings or electronic communications between the parties shall be governed by this Agreement. In case of conflict, the following order of precedence will prevail: a) this Supply Agreement; b) Supply Agreement Attachments; c) individual POs; and d) drawings, specifications and related documents specifically incorporated herein by reference. The individual POs shall be concluded directly between Buyer or the relevant Affiliate of Buyer, on the one hand, and Seller or the Seller Subsidiary, on the other hand. In respect of a specific PO, references therein or in this Agreement to Buyer and Seller, respectively, shall to the extent applicable be deemed references to the specific contracting Affiliates of the parties.” (B) Section 1 (d) of the Supply Agreement, as previously amended is hereby further amended by deleting it in its entirety and replacing it with the following:

Amendments to Supply Agreement. (A) The first paragraph of Section 1 (a) of the Supply Agreement is hereby amended by deleting it in its entirety and replacing it with adding the following: (i) Buyer or any of its following sentences: “Affiliates” (defined belowBuyer’s Affiliate(s) may purchase any or all of the wind turbine blades (“Components”) listed in Appendix 2 from Seller or its subsidiary, TPI Composites (Taicang) Company Limited (the “Seller Subsidiary”), during the Term of this Agreement at the prices agreed place Orders pursuant to in this Agreement; provided, however, that any purchases of Components for export outside of China shall be made directly with Seller and any purchases of Components by a Buyer Affiliate located within China shall be made directly with the Seller Subsidiary who shall be the selling entity in such event. Accordingly, the terms and conditions of this Agreement (and any documents incorporated by reference herein) are to applicable appendices. The individual Orders shall be applied if any of concluded directly between Buyer or the relevant Affiliate of Buyer’s Affiliates purchases Components from Seller or the Seller Subsidiary, as the case may be. Seller represents and warrants that it has the authority to bind its Seller Subsidiary and it shall be jointly and severally liable for any Orders accepted by the Seller Subsidiary. To the extent that a Buyer Affiliate places Orders with the Seller Subsidiary, Seller’s obligations hereunder shall be binding on the Seller Subsidiary one hand, and Seller, on the Seller Subsidiary shall deemed to be a “Seller” under this Agreementother hand. Notwithstanding anything herein or in the GEE Purchase Terms to the contrary, any dispute arising under an Order between Seller Subsidiary and Buyer’s China Affiliate shall be finally settled by arbitration in Beijing by the China International Economic and Trade Arbitration commission with its arbitration rules and the Order shall be governed by the laws and regulations of the People’s Republic of China. (ii) The obligations hereunder related to Buyer’s Minimum Annual Purchase Commitment Volume Obligation as specified in Appendix 1 shall only apply and be binding upon Buyer and not any Buyer Affiliate(s) placing Orders; except that (1i) any Components actually purchased by Buyer’s Affiliates shall be counted toward Buyer’s Minimum Annual Purchase Commitment Volume Obligation and (2ii) any events which, pursuant to the terms of this Agreement, would cause a reduction in Buyer’s Minimum Annual Purchase Commitment Volume Obligation if experienced by Buyer shall reduce Buyer’s Minimum Annual Purchase Commitment Volume Obligation if experienced by an Affiliate. In enforcing its rights against any such Buyer Affiliate under this Agreement and any Order issued hereunder, Seller and the Seller Subsidiary shall look solely to the purchasing entity, either Buyer Buyer, or the applicable Buyer Affiliate, Affiliate as the case may be; provided, however, however that Buyer shall use commercially reasonable efforts to help Seller receive payment by Buyer’s Affiliate to the extent that such Buyer’s Affiliate fails to pay Seller according to the terms of this Agreement. For avoidance of doubt and subject to the terms herein, Buyer has entered into this Agreement on behalf of itself and on behalf of its Affiliates to an extent that an Affiliate places an Order hereunder. Any Buyer Affiliate placing an Order shall be entitled to all of Buyer’s rights and remedies under this Agreement; provided, however, that as between Buyer not and Buyer’s Affiliate shall be the Affiliate, only party that Buyer can terminate this Agreement pursuant to Section 3 or assign this Agreement pursuant to Section 7. Except to the extent there is a conflict between this Agreement and an Order placed by a Buyer Affiliate whereby this Agreement shall govern pursuant to subsection (iii) belowthis Section 1, nothing precludes a Buyer Affiliate or the Seller Subsidiary from exercising all of its rights and remedies under an Order to which it is a party. (iii) “Affiliate” with respect to either . Any forecasts provided by Buyer or Seller means shall include any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, purchases that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with either Buyer or Seller, as applicable; provided, however, that a fifty percent (50%) or less owned entity shall not would be deemed an Affiliate of Seller. All purchases under this Agreement are subject to issuance of firm purchase orders (“POs” or “Orders”) made by Buyer or Buyer’s a Buyer Affiliate pursuant to GEE’s Standard Terms of Purchase (during the “GEE Purchase Terms”), incorporated by reference as Appendix 3, and any agreed updates, changes and modifications to the sameapplicable time period. All POs, acceptances and other writings or electronic communications between the parties shall be governed by this Agreement. In case of conflict, the following order of precedence will prevail: a) this Supply Agreement; b) Supply Agreement Attachments; c) individual POs; and d) drawings, specifications and related documents specifically incorporated herein by reference. The individual POs shall be concluded directly between Buyer or the relevant Affiliate of Buyer, on the one hand, and Seller or the Seller Subsidiary, on the other hand. In respect of a specific PO, references therein or Nothing in this Agreement to Buyer and section shall reduce Seller, respectively, shall to the extent applicable be deemed references to the specific contracting Affiliates of the parties’s Guaranteed Capacity as specified in Appendix 1.” (B) Section 1(c) of the Supply Agreement is hereby amended by adding the following sentence after the first sentence: “Notwithstanding the foregoing sentence, Buyer has no obligation under this Agreement to purchase in any calendar year more than Buyer’s Minimum Annual Volume Obligation.” (C) Section 2 of the Supply Agreement is hereby amended by inserting the phrase: “Except as set forth in Appendix 1 or as a result of a change pursuant to Section 6 in the GEE Purchase Terms,” at the beginning of the sentence. (dD) Section 3(a) of the Supply Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “Unless extended or unless terminated under this Section 3, this Supply Agreement will remain in effect until December 31, 2017 (the “Term”).” (E) Section 4 of the Supply Agreement, as previously amended amended, is hereby further amended by deleting it in its entirety and replacing it with the following: “All notices under this Supply Agreement shall be in writing and (i) if delivered personally or by an internationally recognized overnight courier, be deemed given upon delivery; (ii) if sent by registered or certified mail, return receipt requested, be deemed given upon receipt; or (iii) if transmitted electronically, be deemed given on the date accessible electronically. Notwithstanding the foregoing, any notice under this Supply Agreement regarding a claim, demand, breach, termination or extension of Term or assignment, shall be sent by an internationally recognized overnight courier. A party may from time to time change its address or designee for notification purposes by giving the other prior written notice of the new address or designee and the date upon which it will become effective. Notices shall be sent to the Parties at the following addresses: Buyer Seller ATTN: [...***...] ATTN: [...***...] Xxxxxxxxxx 00, 00000 Xxxxxxxxxx 0000 X. Xxxxxxxxxx Xx., Xxxxx 000 Germany Xxxxxxxxxx, XX 00000 [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] (F) The Supply Agreement is hereby amended by adding the following new Sections 10 and 11: