Common use of Consignment Clause in Contracts

Consignment. a. Consignment of Asset. Consignor hereby appoints Consignee as an authorized consignee of the asset described on Schedule A hereto (the “Asset”) and agrees to deliver the Asset to Consignee within five (5) days of the Effective Date for the purpose of Consignee’s potential purchase of the Asset (“Purchase”) for contribution to a Consignee series designated to own the Asset (the “Series”). Funds for consummation of the Purchase will come from the offer and sale of membership interests in the Series (“Series Interests”) to investors (the “Offering”). b. Consignment Period. For a period of ninety (90) days commencing on the Effective Date (the “Consignment Period”), Consignee will have the exclusive and irrevocable right, but not the obligation, to purchase the Asset for the Purchase Price, as defined below. The Consignment Period shall automatically renew for successive periods of ninety (90) days unless the Asset is withdrawn from consignment for purchase by Consignee pursuant to Section 3 below, or this Agreement is terminated pursuant to Section 8 below. Notwithstanding the foregoing, if the Offering is fully funded (meaning at least the minimum offering amount has been received in escrow) but has not yet formally closed before the end of the 90-day Consignment Period, the Consignment Period shall, unless otherwise agreed to by the Parties, be deemed to automatically extend through closing of the Offering, after which point the closing of the Purchase will be consummated. c. Title; Storage; Risk of Loss. Consignor shall retain title to the Asset unless and until the Asset is withdrawn from consignment for purchase by Consignee in accordance with Section 3 below. The Asset shall be stored at Consignee’s facilities and shall be marked to indicate Consignor’s ownership thereof. Consignee shall use reasonable efforts to (a) maintain the Asset in the condition in which it existed on the Effective Date and (b) store the Asset in a safe place with adequate and proper internal control systems; however, Consignor accepts and agrees that Consignee shall not be responsible for any loss or damage to Consignor, or for any loss, casualty, theft, or damage to the Asset, regardless of the cause thereof. The Asset may be covered by Consignee’s insurance during the Consignment Period, but Consignee shall have no obligation to insure the Asset, and Consignor shall bear the entire risk of loss or damage to the Asset at all times prior the purchase of the Asset as provided under the terms of this Agreement.

Consignment. a. Consignment of Asset. Consignor hereby appoints Consignee as an authorized consignee of the asset described on Schedule A hereto (the “Asset”) and agrees to deliver the Asset to Consignee within five Seven (57) days of the Effective Date for the purpose of Consignee’s potential purchase of the Asset (“Purchase”) for contribution to a Consignee series designated to own the Asset (the “Series”). Funds for consummation of the Purchase will come from the offer and sale of membership interests in the Series (“Series Interests”) to investors (the “Offering”). b. Consignment Period. For a period of ninety (90) days commencing on the Effective Date (the “Consignment Period”), Consignee will have the exclusive and irrevocable right, but not the obligation, to purchase the Asset for the Purchase Price, as defined below. The Consignment Period shall automatically renew for successive periods of ninety (90) days unless the Asset is withdrawn from consignment for purchase by Consignee pursuant to Section 3 below, or this Agreement is terminated pursuant to Section 8 below. Notwithstanding the foregoing, if the Offering is fully funded (meaning at least the minimum offering amount has been received in escrow) but has not yet formally closed before the end of the 90-day Consignment Period, the Consignment Period shall, unless otherwise agreed to by the Parties, be deemed to automatically extend through closing of the Offering, after which point the closing of the Purchase will be consummated. c. Title; Storage; Risk of Loss. Consignor shall retain title to the Asset unless and until the Asset is withdrawn from consignment for purchase by Consignee in accordance with Section 3 below. The Asset shall be stored at Consignee’s facilities and shall be marked to indicate Consignor’s ownership thereof. Consignee shall use reasonable efforts to (a) maintain the Asset in the condition in which it existed on the Effective Date and (b) store the Asset in a safe place with adequate and proper internal control systems; however, Consignor accepts and agrees that Consignee shall not be responsible for any loss or damage to Consignor, or for any loss, casualty, theft, or damage to the Asset, regardless of the cause thereof. The Asset may be covered by Consignee’s insurance during the Consignment Period, but Consignee shall have no obligation to insure the Asset, and Consignor shall bear the entire risk of loss or damage to the Asset at all times prior the purchase of the Asset as provided under the terms of this Agreement.

Consignment. a. Consignment of Asset4.1. Consignor hereby appoints Consignee as an authorized consignee The instruction to Auction comes about through the receipt by the Auctioneer of the asset described on Schedule A hereto (Consignment and the “Asset”) and agrees to deliver the Asset to Consignee within five (5) days signature of the Effective Date Seller’s Agreement by the Seller. After the receipt thereof the Auctioneer represents the Seller towards third parties. The Auctioneer can investigate and value the Consignment, and sell it at the Auction under the auction conditions to be determined by the Auctioneer. 4.2. The Auctioneer will not receive a Consignment from the Seller before a Seller’s Agreement has been entered into with the Seller. The Seller will thereby arrange for the purpose of Consignee’s potential purchase sound packaging of the Asset (“Purchase”) for contribution to a Consignee series designated to own Consignment. The Seller may not be younger than 16 years old. 4.3. The Seller declares that no advance deduction of VAT on the Asset (Consignment has taken place. 4.4. The following, among other things, will be stated in the “Series”). Funds for consummation Seller’s Agreement: a. an overall description of the Purchase Consignment; b. the Estimate; c. the Insured Value; d. the agreed Seller’s Commission and Costs; e. any defects; f. the Reserve Price, where applicable; g. any other agreements, such as the allocation of the Item for a special or Online Auction. 4.5. The Auctioneer can refuse a Consignment or a part thereof, without stating reasons. The Auctioneer can also return a Consignment to the Seller after the receipt thereof, and not auction it, provided that this is accompanied with a statement of reasons. The Auctioneer will come inform the Seller of this within 4 (four) weeks of his decision, but no later than 6 (six) months after the Seller’s Agreement is entered into. In that case the Seller is not liable to pay any costs, and the Auctioneer is not obliged to reimburse any damage in connection with the Item not being auctioned. 4.6. The Seller can take back the Consignment up to the commencement of the Auction against payment of 30%, or less if the Auctioneer finds this reasonable, of the agreed Reserve Price or, if no Reserve Price has been agreed, of the expected Estimate for which the Auctioneer has valued the Item, with the addition of any costs that have been incurred, and amounting to at least €250 excluding VAT. 4.7. If the Seller does not accept the valuation referred to in article 4.6, he can arrange for a re- evaluation to be performed at his own expense by three Registered Brokers or Registered Broker-Valuers, or valuers or brokers generally accredited in the specialism in question, of whom one is nominated by the Auctioneer, one by the Seller and the third by the two valuers nominated by the Auctioneer and the Seller. If the value of the Consignment differs after re-evaluation, the differing value is binding upon the Auctioneer and the Seller. 4.8. The Auctioneer can combine multiple Items from one Seller and auction them as a single whole. 4.9. The Item will be auctioned in its existing condition. Substantial changes in the condition that become apparent after the publication of the catalogue and/or the showing on the viewing days and/or on the internet, including serious damage or breakage, or withdrawal of the description of an Item in the catalogue and/or on the internet, will be disclosed prior to the Auction of the Item. No rights can then any longer be derived from the offer and sale of membership interests in the Series (“Series Interests”) to investors (the “Offering”)old description. b. Consignment Period4.10. For a period of ninety (90) days commencing on The Auctioneer can sell an Item in an Auction below the Effective Date (the “Consignment Period”), Consignee will have the exclusive and irrevocable right, but not the obligation, to purchase the Asset for the Purchase Reserve Price, as defined belowlong as the difference between the allocated amount and the agreed Reserve Price will be for the account of the Auctioneer. 4.11. The Consignment Period shall automatically renew Auctioneer can photograph, illustrate or in another manner display and depict all Consignments offered for successive periods of ninety (90) days unless the Asset is withdrawn from consignment for purchase by Consignee pursuant to Section 3 belowAuction, or arrange for this Agreement is terminated pursuant to Section 8 belowbe done, in any way whatsoever, both before, during and after the Auction. Notwithstanding The costs of this can be charged to the foregoing, if Seller. The Auctioneer retains the Offering is fully funded (meaning at least the minimum offering amount has been received in escrow) but has not yet formally closed before the end of the 90-day Consignment Period, copyright on these images. 4.12. The Auctioneer can store the Consignment Period shallat third parties and charge the costs of this to the Seller. 4.13. All packaging materials in connection with the Consignment can be disposed of or destroyed by the Auctioneer, unless agreed otherwise agreed to by the Parties, be deemed to automatically extend through closing of Auctioneer with the Offering, after which point the closing of the Purchase will be consummatedSeller. c. Title; Storage; Risk of Loss. Consignor shall retain title to the Asset unless and until the Asset is withdrawn from consignment for purchase by Consignee in accordance with Section 3 below. The Asset shall be stored at Consignee’s facilities and shall be marked to indicate Consignor’s ownership thereof. Consignee shall use reasonable efforts to (a) maintain the Asset in the condition in which it existed on the Effective Date and (b) store the Asset in a safe place with adequate and proper internal control systems; however, Consignor accepts and agrees that Consignee shall not be responsible for any loss or damage to Consignor, or for any loss, casualty, theft, or damage to the Asset, regardless of the cause thereof. The Asset may be covered by Consignee’s insurance during the Consignment Period, but Consignee shall have no obligation to insure the Asset, and Consignor shall bear the entire risk of loss or damage to the Asset at all times prior the purchase of the Asset as provided under the terms of this Agreement.

Consignment. a. Consignment of Asset. Consignor (a) The Sellers hereby appoints Consignee appoint Buyer as an authorized consignee of the asset described on Schedule A hereto (the “Asset”) and agrees to deliver the Asset to Consignee within five (5) days of the Effective Date their agent for the purpose of Consignee’s potential purchase of the Asset (“Purchase”) for contribution to a Consignee series designated to own the Asset (the “Series”). Funds for consummation of the Purchase will come from the offer and sale of membership interests in the Series (“Series Interests”) to investors (the “Offering”). b. Consignment Period. For a period of ninety two (902) days commencing on the Effective Date years (the “"Consignment Period”Term") from and after the Closing Date and grant Buyer the exclusive right to market the Consigned Products through sale transactions in accordance with the terms and conditions hereof. During the Consignment Term Buyer shall use commercially reasonable efforts to sell the Consigned Products. Sales of the Consigned Products by Buyer will be on an individual item or lot basis and on such terms and conditions and at such prices as Buyer in good xxxxx xxxxx appropriate based on Buyer's reasonable determination of then current fair market value of the Consigned Products. Buyer shall be responsible for all invoicing procedures and accounts receivable collections for sales of the Consigned Products. In respect of any sale of Consigned Products, the Sellers shall be entitled to payment of the cost of the Consigned Products as set forth in SCHEDULE 1.1(a) (the "Cost") and Buyer shall be entitled to retain any amount received in excess of the Cost; PROVIDED, HOWEVER, that to the extent Buyer following the Closing Date incurs any expense in connection with any "reworking" of any Consigned Product determined by Buyer to be reasonably necessary to fix any "bug" contained in any such Consigned Product, such expense shall be deducted from the Cost of such Consigned Product as set forth in SCHEDULE 1.1(a) for all purposes hereunder. Payment shall be remitted monthly to the Company no later than the fifteenth (15th) day of the month following the month in which Buyer has been paid for such Consigned Products by the purchaser thereof. (b) It is the intent of Buyer to sell each Consigned Product in "AS-IS", "WHERE-IS" condition without any representations or warranties, express or implied, except (i) a warranty of good title, and (ii) such representations and warranties as Buyer may customarily provide in respect of any repair, maintenance or modification done in respect of such Consigned Product; PROVIDED that Buyer shall not make or purport to make on behalf of the Sellers any such representation or warranty. (c) Buyer shall provide warehousing and storage facilities for and maintain the security of the Consigned Products delivered to Buyer consistent with the facilities used and security maintained by Buyer for the warehousing and storage of and security maintained for Buyer's Products; PROVIDED, HOWEVER, at the Sellers' sole cost and expense, the Sellers' may require that the Consigned Products be stored in a facility other than Buyer's facility. ALL CONSIGNED PRODUCTS DELIVERED TO BUYER HEREUNDER AND HELD BY BUYER PURSUANT TO THIS AGREEMENT SHALL BE HELD BY BUYER AS A BAILEE-FOR-HIRE, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, AND THE SELLERS SHALL AT ALL TIMES RETAIN TITLE TO ALL CONSIGNED PRODUCTS WHEREVER LOCATED (UNLESS AND 24 UNTIL TITLE TO ANY CONSIGNED PRODUCT SHALL PASS FROM THE SELLERS TO BUYER AS PROVIDED HEREIN. Title to each Consigned Product will automatically pass from the Sellers to Buyer, free and clear of all Liens, upon shipment of such Consigned Products to the purchaser. Prior to such shipment, title to each Consigned Product shall remain in the Sellers. The Sellers shall be responsible for maintaining adequate insurance coverage for the Consigned Products and shall bear all risk of loss until title passes to Buyer. The Sellers agree to keep the Consigned Products free and clear of all Liens at all times during the Consignment Term and shall be responsible for the payment of all applicable Taxes in respect of the Consigned Products (other than any income taxes owed by Buyer in connection with the sale thereof), Consignee will have including, without limitation, any applicable property taxes. (d) Buyer shall provide to the exclusive and irrevocable right, but not Company any reports received from retailers with respect to sales of the obligation, to purchase the Asset for the Purchase Price, Consigned Products as defined below. The Consignment Period shall automatically renew for successive periods soon as practicable following receipt of ninety same by Buyer. (90e) days unless the Asset is withdrawn from consignment for purchase by Consignee pursuant to Section 3 below, or this Agreement is terminated pursuant to Section 8 below. Notwithstanding the foregoing, if the Offering is fully funded (meaning at least the minimum offering amount has been received in escrow) but has not yet formally closed before At the end of the 90-day Consignment PeriodTerm, Buyer may destroy the Consignment Period shall, unless otherwise agreed Consigned Products. Any Consigned Products which are on consignment to by retailers shall remain on consignment until such time as such retailers return the Parties, be deemed Consigned Products to automatically extend through closing of Buyer or the Offering, after which point Sellers. In the closing of the Purchase will be consummated. c. Title; Storage; Risk of Loss. Consignor shall retain title to the Asset unless and until the Asset is withdrawn from consignment for purchase by Consignee in accordance with Section 3 below. The Asset shall be stored at Consignee’s facilities and shall be marked to indicate Consignor’s ownership thereof. Consignee shall use reasonable efforts to (a) maintain the Asset in the condition in which it existed on the Effective Date and (b) store the Asset in a safe place with adequate and proper internal control systems; however, Consignor accepts and agrees that Consignee shall not be responsible for event any loss or damage to Consignor, or for Seller receives any loss, casualty, theft, or damage to the Asset, regardless of the cause thereof. The Asset may be covered by Consignee’s insurance Consigned Products either during the Consignment PeriodTerm or at any time thereafter, but Consignee such Seller shall have no obligation to insure the Asset, and Consignor shall bear the entire risk of loss or damage to the Asset at all times prior the purchase (i) promptly notify Buyer of the Asset as provided under name of the terms retailer and the number of this Agreementthe Consigned Products received from such retailer and (ii) at the election of Buyer, either destroy the Consigned Products in the Seller's possession or return such Consigned Products to Buyer.

Consignment. a. Consignment Buyer is entitled to a spare parts consignment of Asset[*] for Chautauqua, up to a maximum of [*] A portion of such consigned spare parts inventory shall be made available to Buyer in [*] , with additional inventory to be made available on a schedule agreed by Embraer and Buyer that increases the inventory to the maximum amount within [*] after the first delivery of consigned spare parts. Consignor hereby appoints Consignee as an authorized consignee The identification of the asset described on Schedule A hereto parts which will be included in the Consigned Stock shall be mutually agreed upon by the Parties. During the consignment period, Embraer shall have the right to replace parts within the consigned inventory [*] , however, keeping the consigned inventory level. Availability of Consigned Stock to Buyer is conditioned upon Buyer, Chautauqua and Embraer's designee in the United States of America entering into a consignment agreement to be negotiated by Buyer and Embraer's designee in good faith within sixty (the “Asset”) and agrees to deliver the Asset to Consignee within five (560) days following execution of this Agreement and Embraer's and Buyer's performance of their obligations thereunder. Nevertheless, the Effective Date following conditions precedent shall be fulfilled to the reasonable satisfaction of Embraer and its designee: a. Buyer/Chautauqua has provided the appropriate fillings of UCC-1s and any other filings reasonably requested by Embraer, as to evidence Embraer's designee's ownership/security interest in the Consigned Stock; and b. Buyer/Chautauqua has provided evidence of appropriate insurance coverage for the purpose of Consignee’s potential purchase of Consigned Stock during shipment from Embraer's U.S. affiliates and during storage. Such insurance shall, among other stipulations, name Embraer or its designee, as timely determined by Embraer, as sole loss payee. The Parties furthermore agree that Buyer/Chautauqua shall pay Embraer a [*] , based upon the Asset (“Purchase”) Embraer's price to Buyer for contribution spares. The Consigned Stock will be consigned to a Consignee series designated to own the Asset (the “Series”). Funds Chautauqua for consummation of the Purchase will come from the offer and sale of membership interests in the Series (“Series Interests”) to investors (the “Offering”). b. Consignment Period. For a period of ninety (90) days commencing on [*] and shall decrease during the Effective Date (final [*] according to the “Consignment Period”)same schedule by which it increased during the first [*] of the consignment. Upon expiration of such consignment period, Consignee will have the exclusive and irrevocable right, but not the obligation, to Chautauqua --------- * Confidential Page 7 of 10 may return unused consigned spares or purchase the Asset remaining relevant Consigned Stock. Buyer/Chautauqua shall pay Embraer the purchase price of each consigned spare part within [*] days of Chautauqua's removal of the consigned spare from the Consigned Stock. The price for the consigned spare parts shall be based upon [*] Embraer shall replenish the Consigned Stock as to be provided for in the Consignment Agreement in order to keep the inventory level of the Consigned Stock through the consignment period, except as provided to the contrary in this Section 10. In the event, for any reason the Purchase Price, as defined below. The Consignment Period shall automatically renew for successive periods of ninety (90) days unless the Asset is withdrawn from consignment for purchase by Consignee pursuant to Section 3 below, or this Agreement is terminated pursuant with respect to Section 8 below. Notwithstanding the foregoing, if the Offering is fully funded (meaning at least the minimum offering amount has been received in escrow) but has not yet formally closed before the end of the 90-day Consignment Periodany Aircraft, the Consignment Period shall, unless otherwise agreed to by the Parties, be deemed to automatically extend through closing of the Offering, after which point the closing of the Purchase will be consummated. c. Title; Storage; Risk of Loss. Consignor shall retain title to the Asset unless and until the Asset is withdrawn from consignment for purchase by Consignee in accordance with Section 3 below. The Asset Consigned Stock shall be stored at Consignee’s facilities and shall be marked to indicate Consignor’s ownership thereof. Consignee shall use reasonable efforts to (a) maintain the Asset in the condition in which it existed on the Effective Date and (b) store the Asset in a safe place with adequate and proper internal control systems; however, Consignor accepts and agrees that Consignee shall not be responsible for any loss or damage to Consignor, or for any loss, casualty, theft, or damage to the Asset, regardless of the cause thereof. The Asset may be covered by Consignee’s insurance during the Consignment Period, but Consignee shall have no obligation to insure the Asset, and Consignor shall bear the entire risk of loss or damage to the Asset at all times prior the purchase of the Asset as provided under the terms of this Agreement[*] .

Consignment. a. Consignment of Asset. Consignor hereby appoints Consignee as an authorized consignee A. Simultaneous with the execution of the asset described Agreement, and on Schedule A hereto a monthly basis thereafter, QiG Group will provide Greatbatch with a [***] ([***]) month rolling forecast of QiG Group’s reasonably expected monthly order volume for the Relevant Project Components to be consigned at QiG Group’s Blaine, Minnesota location (the “AssetConsigned Products”) for the forthcoming [***] ([***]) month period. QiG Group will update the forecast monthly. QiG Group shall order Consignment Product by issuance of a purchase and/or blanket order (each, a “Consignment Order”) to Greatbatch. Consignment Orders which conform to the terms of this Agreement shall be deemed to be accepted by Greatbatch and Greatbatch will acknowledge receipt of such Consignment Order by written notice to QiG Group, (“Acknowledged Order”). Greatbatch will use commercially reasonable efforts to accept any orders or blanket orders that do not conform to the terms of this Agreement. Greatbatch shall deliver such Consignment Products in accordance with the delivery schedule specified by QiG Group in the Consignment Order. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. B. Upon receipt of a Consigned Product, QiG Group shall track the Consignment Products received (“Consignment Inventory”) and agrees to deliver the Asset to Consignee within five (5) days copies of the Effective Date for tracking reports shall be furnished to Greatbatch upon request. Consignment Inventory shall be identified as the purpose property of Consignee’s potential purchase of the Asset (“Purchase”) for contribution to a Consignee series designated to own the Asset (the “Series”). Funds for consummation of the Purchase will come from the offer and sale of membership interests in the Series (“Series Interests”) to investors (the “Offering”). b. Consignment Period. For a period of ninety (90) days commencing on the Effective Date (the “Consignment Period”), Consignee will have the exclusive and irrevocable right, but not the obligation, to purchase the Asset for the Purchase Price, as defined belowGreatbatch. The Consignment Period Products shall automatically renew for successive periods of ninety (90) days unless the Asset is withdrawn be segregated from consignment for purchase by Consignee pursuant to Section 3 below, or this Agreement is terminated pursuant to Section 8 below. Notwithstanding the foregoing, if the Offering is fully funded (meaning at least the minimum offering amount has been received in escrow) but has not yet formally closed before the end other goods either of the 90-day Consignment Period, the Consignment Period shall, unless otherwise agreed same or different character belonging either to by the Parties, be deemed QiG Group or to automatically extend through closing of the Offering, after which point the closing of the Purchase will be consummated. c. Title; Storage; Risk of Loss. Consignor shall retain title to the Asset unless any third party and until the Asset is withdrawn from consignment for purchase by Consignee in accordance with Section 3 below. The Asset shall be stored in an area in QiG Group’s (or its designee’s) facility separate from and not mingled with other goods of QiG Group or of any third party. Upon reasonable advance written notice and no more than once in any calendar quarter, Greatbatch shall have reasonable access to the Consignment Products at ConsigneeQiG Group’s facilities and shall be marked to indicate Consignor’s ownership thereof. Consignee shall use reasonable efforts to (a) maintain facility for the Asset in purposes of verifying tracking reports or inspecting the condition in which it existed on of the Effective Date and (b) store Consignment Products. In the Asset in event of a safe place with adequate and proper internal control systems; howeverthreatened or actual breach of the Agreement by QiG Group, Consignor accepts and agrees that Consignee Greatbatch shall not be responsible for any loss or damage to Consignor, or for any loss, casualty, theft, or damage have immediate access to the Asset, regardless Consignment Products for the purposes of verifying tracking reports or inspecting the condition of the cause thereofConsignment Products. The Asset may Parties agree that the volume of Consignment Inventory will be covered by Consigneetaken into account when calculating the amount of Greatbatch’s insurance during Safety Stock. Notwithstanding anything in this Agreement to the contrary, in no event will the Consignment Period, but Consignee Inventory exceed [***] ([***]) weeks of supply of the Relevant Project Components and Greatbatch shall have no obligation to insure deliver any Relevant Project Components to QiG Group for so long as the AssetConsignment Inventory equals or exceeds [***] ([***]) weeks of supply of the Relevant Project Components. This [***] ([***]) week amount will be determined based on the rolling [***] ([***]) month forecast described in Section VIII.A. above. C. If QiG Group receives any Consignment Products which do not meet the applicable Specifications, QiG Group shall notify Greatbatch within two weeks of discovery or determination that the Consignment Products do not meet Specifications, and Consignor Greatbatch shall bear retrieve such Consignment Products from QiG Group at Greatbatch’s sole expense, and QiG Group shall not be required to pay for any such Consignment Products. Notwithstanding the entire risk immediately preceding sentence, QiG Group may not return, and QiG Group will be responsible for paying the applicable price for, any Consignment Product if any repair, alteration, modification or work has been performed on such Consignment Product, or if the alleged defect is the result of loss abuse, misuse, improper maintenance or damage storage, accident, action or inaction on the part of any QiG Group, its agents or representatives or any third party after delivery of the Consignment Products to QiG Group or its designee. D. Upon QiG Group transferring any Consignment Product out of Consignment Inventory and (i) into QiG Group’s or its designee’s manufacturing area or (ii) out of QiG Group’s Blaine, Minnesota facility (“Transfer Date”) such Consignment Product shall become the property of QiG Group and title to such Consignment Product shall pass to QiG Group. QiG Group shall notify Greatbatch every Monday (or the next business day, if Monday is not a business day) of the quantity of components and part numbers of Consignment Products transferred the prior week via a consignment reconciliation document, and Greatbatch shall send QiG Group an invoice for the transferred Consignment Products. QiG Group shall pay such invoice within [***] days for invoices issued during the three year period commencing upon the Effective Date and within [***] days for invoices issued during the period commencing upon the three year anniversary of the Effective Date through the end of the Term. All reconciliations and payments will be in US dollars. E. All Consignment Products stored on QiG Group’s or its designee’s premises shall be Greatbatch’s property until the Transfer Date, and QiG Group may return Consignment Product to Greatbatch at any time prior to such Transfer Date. QiG Group shall withdraw the Consignment Products on a FIFO (First In First Out)basis for each type of Consignment Product. QiG Group will be responsible for purchasing any Consignment Product that remains in Consignment Inventory for at least six (6) months. QiG Group shall be responsible for, and shall indemnify and hold harmless Greatbatch against, any loss, damage, shrinkage or spoilage, to the Asset Consignment Products while at QiG Group’s or its designee’s facility. QiG Group shall maintain insurance, which may include a program of self insurance, covering such losses. F. QiG Group will not sell, transfer, assign, pledge, grant a security interest in or otherwise encumber or allow any third party to obtain an interest in any Consignment Products in Consignment Inventory. QiG Group shall comply with all times prior the purchase Legal Requirement which might in any way affect Greatbatch’s ownership of the Asset Consignment Products and shall defend, indemnify and hold harmless Greatbatch from and against all losses, damages and expenses arising out of any levy, attachment, lien or process involving the Consignment Products to the extent caused by QiG Group, its agents or representatives. G. If the quantity of any Consignment Product ordered by QiG Group for any month is collectively less than [***] percent ([***]%) of the quantity ordered for the preceding month, the Parties shall participate in a telephone conference to discuss the reason for QiG Group’s decrease in consumption of such Consignment Product. If in the month immediately following such decrease in consumption of such Consignment Product, the quantity ordered is collectively less than or equal CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to the quantity ordered for the preceding month, Greatbatch and QiG Group may agree on a new level of Consignment Inventory for such Consignment Product. H. Subject to the first sentence of Section VIII.C, all charges and expenses for shipping, receiving, handling and storing the Consignment Products shall be paid by QiG Group. All public charges, whether in the nature of sales, occupational or other taxes (excluding taxes levied on the income of Greatbatch) or assessment or license fees, which shall be levied or assessed against the Consignment Products at QiG Group’s or its designee’s facility, or against QiG Group or Greatbatch by reason hereof, by any federal, state or municipal authority, shall be paid by QiG Group. I. QiG Group shall provide Greatbatch with at least [***] ([***]) days’ written notice if any Consignment Product shall be discontinued or replaced. The Parties shall discuss in good faith any needed adjustment in the rolling forecast and in any Consignment Order for such Product or Products as provided under the terms a result of this Agreementsuch planned discontinuance or replacement.

Consignment. a. Consignment of Asset. Consignor hereby appoints Consignee as an authorized consignee A. Simultaneous with the execution of the asset described Agreement, and on Schedule A hereto a monthly basis thereafter, QiG Group will provide Greatbatch with a [***] ([***]) month rolling forecast of QiG Group’s reasonably expected monthly order volume for the Relevant Project Components to be consigned at QiG Group’s Blaine, Minnesota location (the “AssetConsigned Products”) for the forthcoming [***] ([***]) month period. QiG Group will update the forecast monthly. QiG Group shall order Consignment Product by issuance of a purchase and/or blanket order (each, a “Consignment Order”) to Greatbatch. Consignment Orders which conform to the terms of this Agreement shall be deemed to be accepted by Greatbatch and Greatbatch will acknowledge receipt of such Consignment Order by written notice to QiG Group, (“Acknowledged Order”). Greatbatch will use commercially reasonable efforts to accept any orders or blanket orders that do not conform to the terms of this Agreement. Greatbatch shall deliver such Consignment Products in accordance with the delivery schedule specified by QiG Group in the Consignment Order. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. B. Upon receipt of a Consigned Product, QiG Group shall track the Consignment Products received (“Consignment Inventory”) and agrees to deliver the Asset to Consignee within five (5) days copies of the Effective Date for tracking reports shall be furnished to Greatbatch upon request. Consignment Inventory shall be identified as the purpose property of Consignee’s potential purchase of the Asset (“Purchase”) for contribution to a Consignee series designated to own the Asset (the “Series”). Funds for consummation of the Purchase will come from the offer and sale of membership interests in the Series (“Series Interests”) to investors (the “Offering”). b. Consignment Period. For a period of ninety (90) days commencing on the Effective Date (the “Consignment Period”), Consignee will have the exclusive and irrevocable right, but not the obligation, to purchase the Asset for the Purchase Price, as defined belowGreatbatch. The Consignment Period Products shall automatically renew for successive periods of ninety (90) days unless the Asset is withdrawn be segregated from consignment for purchase by Consignee pursuant to Section 3 below, or this Agreement is terminated pursuant to Section 8 below. Notwithstanding the foregoing, if the Offering is fully funded (meaning at least the minimum offering amount has been received in escrow) but has not yet formally closed before the end other goods either of the 90-day Consignment Period, the Consignment Period shall, unless otherwise agreed same or different character belonging either to by the Parties, be deemed QiG Group or to automatically extend through closing of the Offering, after which point the closing of the Purchase will be consummated. c. Title; Storage; Risk of Loss. Consignor shall retain title to the Asset unless any third party and until the Asset is withdrawn from consignment for purchase by Consignee in accordance with Section 3 below. The Asset shall be stored in an area in QiG Group’s (or its designee’s) facility separate from and not mingled with other goods of QiG Group or of any third party. Upon reasonable advance written notice and no more than once in any calendar quarter, Greatbatch shall have reasonable access to the Consignment Products at ConsigneeQiG Group’s facilities and shall be marked to indicate Consignor’s ownership thereof. Consignee shall use reasonable efforts to (a) maintain facility for the Asset in purposes of verifying tracking reports or inspecting the condition in which it existed on of the Effective Date and (b) store Consignment Products. In the Asset in event of a safe place with adequate and proper internal control systems; howeverthreatened or actual breach of the Agreement by QiG Group, Consignor accepts and agrees that Consignee Greatbatch shall not be responsible for any loss or damage to Consignor, or for any loss, casualty, theft, or damage have immediate access to the Asset, regardless Consignment Products for the purposes of verifying tracking reports or inspecting the condition of the cause thereofConsignment Products. The Asset may Parties agree that the volume of Consignment Inventory will be covered by Consigneetaken into account when calculating the amount of Greatbatch’s insurance during Safety Stock. Notwithstanding anything in this Agreement to the contrary, in no event will the Consignment Period, but Consignee Inventory exceed [***] ([***]) weeks of supply of the Relevant Project Components and Greatbatch shall have no obligation to insure deliver any Relevant Project Components to QiG Group for so long as the AssetConsignment Inventory equals or exceeds [***] ([***]) weeks of supply of the Relevant Project Components. This [***] ([***]) week amount will be determined based on the rolling [***] ([***]) month forecast described in Section VIII.A. above. C. If QiG Group receives any Consignment Products which do not meet the applicable Specifications, QiG Group shall notify Greatbatch within two weeks of discovery or determination that the Consignment Products do not meet Specifications, and Consignor Greatbatch shall bear retrieve such Consignment Products from QiG Group at Greatbatch’s sole expense, and QiG Group shall not be required to pay for any such Consignment Products. Notwithstanding the entire risk immediately preceding sentence, QiG Group may not return, and QiG Group will be responsible for paying the applicable price for, any Consignment Product if any repair, alteration, modification or work has been performed on such Consignment Product, or if the alleged defect is the result of loss abuse, misuse, improper maintenance or damage storage, accident, action or inaction on the part of any QiG Group, its agents or representatives or any third party after delivery of the Consignment Products to QiG Group or its designee. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. D. Upon QiG Group transferring any Consignment Product out of Consignment Inventory and (i) into QiG Group’s or its designee’s manufacturing area or (ii) out of QiG Group’s Blaine, Minnesota facility (“Transfer Date”) such Consignment Product shall become the property of QiG Group and title to such Consignment Product shall pass to QiG Group. QiG Group shall notify Greatbatch every Monday (or the next business day, if Monday is not a business day) of the quantity of components and part numbers of Consignment Products transferred the prior week via a consignment reconciliation document, and Greatbatch shall send QiG Group an invoice for the transferred Consignment Products. QiG Group shall pay such invoice within [***] days for invoices issued during the three year period commencing upon the Effective Date and within [***] days for invoices issued during the period commencing upon the three year anniversary of the Effective Date through the end of the Term. All reconciliations and payments will be in US dollars. E. All Consignment Products stored on QiG Group’s or its designee’s premises shall be Greatbatch’s property until the Transfer Date, and QiG Group may return Consignment Product to Greatbatch at any time prior to such Transfer Date. QiG Group shall withdraw the Consignment Products on a FIFO (First In First Out)basis for each type of Consignment Product. QiG Group will be responsible for purchasing any Consignment Product that remains in Consignment Inventory for at least six (6) months. QiG Group shall be responsible for, and shall indemnify and hold harmless Greatbatch against, any loss, damage, shrinkage or spoilage, to the Asset Consignment Products while at QiG Group’s or its designee’s facility. QiG Group shall maintain insurance, which may include a program of self insurance, covering such losses. F. QiG Group will not sell, transfer, assign, pledge, grant a security interest in or otherwise encumber or allow any third party to obtain an interest in any Consignment Products in Consignment Inventory. QiG Group shall comply with all times prior the purchase Legal Requirement which might in any way affect Greatbatch’s ownership of the Asset Consignment Products and shall defend, indemnify and hold harmless Greatbatch from and against all losses, damages and expenses arising out of any levy, attachment, lien or process involving the Consignment Products to the extent caused by QiG Group, its agents or representatives. G. If the quantity of any Consignment Product ordered by QiG Group for any month is collectively less than [***] percent ([***]%) of the quantity ordered for the preceding month, the Parties shall participate in a telephone conference to discuss the reason for QiG Group’s decrease in consumption of such Consignment Product. If in the month immediately following such decrease in consumption of such Consignment Product, the quantity ordered is collectively less than or equal to the quantity ordered for the preceding month, Greatbatch and QiG Group may agree on a new level of Consignment Inventory for such Consignment Product. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. H. Subject to the first sentence of Section VIII.C, all charges and expenses for shipping, receiving, handling and storing the Consignment Products shall be paid by QiG Group. All public charges, whether in the nature of sales, occupational or other taxes (excluding taxes levied on the income of Greatbatch) or assessment or license fees, which shall be levied or assessed against the Consignment Products at QiG Group’s or its designee’s facility, or against QiG Group or Greatbatch by reason hereof, by any federal, state or municipal authority, shall be paid by QiG Group. I. QiG Group shall provide Greatbatch with at least [***] ([***]) days’ written notice if any Consignment Product shall be discontinued or replaced. The Parties shall discuss in good faith any needed adjustment in the rolling forecast and in any Consignment Order for such Product or Products as provided under the terms a result of this Agreementsuch planned discontinuance or replacement.