Common use of Minimum Purchase Requirements Clause in Contracts

Minimum Purchase Requirements. A. Minimum Purchase Requirements as Exclusive Manufacturer (New Doors) - : The number of Units of SmartGate Products which Rytec must purchase as original equipment for newly manufactured high speed industrial doors in order to retain the right to be the Exclusive Manufacturer pursuant to subparagraph 02.1(i) which can purchase SmartGate Products for original equipment in new high speed industrial doors is: Minimum Purchase Requirements as Exclusive Manufacturer MINIMUM PURCHASE REQUIREMENTS CONTRACT PERIOD AS MANUFACTURER (NEW DOORS) 0 - March 30, 2003 0 Units April 1, 2003 to end of Year 1 650 Units/90-day period Year 2 of Agreement 750 Units/90-day period Year 3 of Agreement 850 Units/90-day period Year 4 of Agreement 950 Units/90-day period Year 5 of Agreement 1,050 Units/90-day period The proportionate minimum purchase requirements shall be waived for: (i) any period during which SmartGate fails to fulfill Rytec purchase orders with regard to the stated minimum pursuant to Schedule 03.1; and (ii) any period during which SmartGate is unable to deliver SmartGate products which perform the intended function in a commercial manner. Should Rytec fail to satisfy the Minimum Purchase Requirements as Exclusive Manufacturer under this subsection A, this Agreement shall remain effective and binding and Rytec shall become a non-exclusive manufacturer entitled to purchase SmartGate Products and SmartGate shall be entitled to sell its Products to other manufacturers for the integration into high speed industrial doors within the Territory. In such event, Rytec shall continue to be the Exclusive Distributor of SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii). B. Exclusive Distributor Requirements (Retrofit) - Rytec shall have the right to be the Exclusive Distributor of SmartGate Products pursuant to subparagraph 02.1(ii) for retrofit sales for a period of one year from the full execution of this Agreement, provided Rytec meets the following criteria: (i) within six months of the date of this Agreement, Rytec demonstrates a pre-production prototype for retrofit on at least one door ("Model") manufactured by at least two of Rytec's largest competitors; and (ii) at tradeshows determined by Rytec and at the National Manufacturing Week show in March 2003 ("NMW") Rytec will show and demonstrate its retrofit capabilities and will be prepared to take orders for the product; and (iii) Rytec shall have developed for distribution at or following the NMW sales literature, product video, installation video, and installation instructions for retrofit products. Within sixty (60) days following the NMW Rytec shall advise SmartGate as to whether or not it desires to be the Exclusive Distributor during the last four years of the term of thus Agreement. If said notice is in the affirmative, Rytec and SmartGate shall then have the next two-month period to conduct due diligence and market analysis based upon results of the industry's response at NMW and to negotiate the terms of an extension of the Exclusive Distributor arrangement for the last four years of the term of this Agreement. Factors in such negotiations will include, but not be limited to: minimum sales quantities; pricing; warranty and territory. In the event Rytec's response is in the negative or if Rytec and SmartGate cannot reach mutual agreement on the Exclusive Distributor extension, then, in such event, this Agreement shall remain in effect and binding: provided however, Rytec's right to purchase and distribute SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii) shall become non-exclusive and SmartGate shall be entitled to sell its Products to others, including distributors and end-users within the Territory for retrofit purposes on installed high speed industrial doors. In such event, Rytec shall continue to be the Exclusive Manufacturer of SmartGate Products for new manufactured high speed industrial doors pursuant to subsection 02.1(i).

Minimum Purchase Requirements. A. Minimum Purchase Requirements as Exclusive Manufacturer (New Doors) - : The number of Units of SmartGate Products which Rytec must purchase as original equipment for newly manufactured high speed industrial doors in order to retain the right to be the Exclusive Manufacturer pursuant to subparagraph 02.1(i) which can purchase SmartGate Products for original equipment in new high speed industrial doors is: Minimum Purchase Requirements as Exclusive Manufacturer <TABLE> <CAPTION> MINIMUM PURCHASE REQUIREMENTS CONTRACT PERIOD AS MANUFACTURER (NEW DOORS) <S> <C> 0 - March 30, 2003 0 Units April 1, 2003 to end of Year 1 650 Units/90-day period Year 2 of Agreement 750 Units/90-day period Year 3 of Agreement 850 Units/90-day period Year 4 of Agreement 950 Units/90-day period Year 5 of Agreement 1,050 Units/90-day period </TABLE> <PAGE> 3 The proportionate minimum purchase requirements shall be waived for: (i) any period during which SmartGate fails to fulfill Rytec purchase orders with regard to the stated minimum pursuant to Schedule 03.1; and (ii) any period during which SmartGate is unable to deliver SmartGate products which perform the intended function in a commercial manner. Should Rytec fail to satisfy the Minimum Purchase Requirements as Exclusive Manufacturer under this subsection A, this Agreement shall remain effective and binding and Rytec shall become a non-exclusive manufacturer entitled to purchase SmartGate Products and SmartGate shall be entitled to sell its Products to other manufacturers for the integration into high speed industrial doors within the Territory. In such event, Rytec shall continue to be the Exclusive Distributor of SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii). . B. Exclusive Distributor Requirements (Retrofit) - Rytec shall have the right to be the Exclusive Distributor of SmartGate Products pursuant to subparagraph 02.1(ii) for retrofit sales for a period of one year from the full execution of this Agreement, provided Rytec meets the following criteria: (i) within six months of the date of this Agreement, Rytec demonstrates a pre-production prototype for retrofit on at least one door ("Model") manufactured by at least two of Rytec's largest competitors; and (ii) at tradeshows determined by Rytec and at the National Manufacturing Week show in March 2003 ("NMW") Rytec will show and demonstrate its retrofit capabilities and will be prepared to take orders for the product; and (iii) Rytec shall have developed for distribution at or following the NMW sales literature, product video, installation video, and installation instructions for retrofit products. Within sixty (60) days following the NMW Rytec shall advise SmartGate as to whether or not it desires to be the Exclusive Distributor during the last four years of the term of thus Agreement. If said notice is in the affirmative, Rytec and SmartGate shall then have the next two-month period to conduct due diligence and market analysis based upon results of the industry's response at NMW and to negotiate the terms of an extension of the Exclusive Distributor arrangement for the last four years of the term of this Agreement. Factors in such negotiations will include, but not be limited to: minimum sales quantities; pricing; warranty and territory. In the event Rytec's response is in the negative or if Rytec and SmartGate cannot reach mutual agreement on the Exclusive Distributor extension, then, in such event, this Agreement shall remain in effect and binding: provided however, Rytec's right to purchase and distribute SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii) shall become non-exclusive and SmartGate shall be entitled to sell its Products to others, including distributors and end-users within the Territory for retrofit purposes on installed high speed industrial doors. In such event, Rytec shall continue to be the Exclusive Manufacturer of SmartGate Products for new manufactured high speed industrial doors pursuant to subsection 02.1(i).. 04.3

Minimum Purchase Requirements. A. Minimum Purchase Requirements as Exclusive Manufacturer (New Doors) - : The number After the expiration of Units of SmartGate Products which Rytec must purchase as original equipment for newly manufactured high speed industrial doors in order the Exclusivity Period, the Think Entities shall be subject to retain the right to be the Exclusive Manufacturer pursuant to subparagraph 02.1(i) which can purchase SmartGate Products for original equipment in new high speed industrial doors is: Minimum Purchase Requirements as Exclusive Manufacturer MINIMUM PURCHASE REQUIREMENTS CONTRACT PERIOD AS MANUFACTURER (NEW DOORS) 0 - March 30, 2003 0 Units April 1, 2003 to end of Year 1 650 Units/90-day period Year 2 of Agreement 750 Units/90-day period Year 3 of Agreement 850 Units/90-day period Year 4 of Agreement 950 Units/90-day period Year 5 of Agreement 1,050 Units/90-day period The proportionate following minimum purchase requirements requirements: 2.3.1 During the period commencing immediately after the expiration of the Exclusivity Period and ending on the later of (x) the [***] year anniversary thereof and (y) the date on which the Think Entities have purchased an aggregate of [***] Units since the expiration of the Exclusivity Period (such period, the “First Post-Exclusivity Period”): (i) not less than [***]% of all vehicles marketed and/or sold by the Think Entities in the European market shall be waived forpowered by lithium-ion batteries supplied by EnerDel and the remainder of the vehicles may be powered by lithium-ion batteries or sodium batteries supplied by other suppliers, and (ii) all vehicles marketed and/or sold by the Think Entities in the North American market shall be powered by lithium-ion batteries supplied by EnerDel. 2.3.2 During the [***] year period commencing immediately after the expiration of the First Post-Exclusivity Period and ending on the later of (x) the [***]-year anniversary thereof and (y) the date on which the Think Entities have purchased an aggregate of [***] Units since the expiration of the First Post-Exclusivity Period (such period, the “Second Post-Exclusivity Period”): (i) not less than [***]% of all vehicles marketed and/or sold by the Think Entities in the European market shall be powered by lithium-ion batteries supplied by EnerDel and the remainder of the vehicles may be powered by lithium-ion batteries or sodium batteries supplied by other suppliers; and (ii) not less than [***]% of all vehicles marketed and/or sold by the Think Entities in the North American market shall be powered by lithium-ion batteries supplied by EnerDel and the remainder of the vehicles may be powered by lithium-ion batteries or sodium batteries supplied by other suppliers. 2.3.3 With respect to drive trains and other products powered by batteries that are marketed and/or sold by the Think Entities (collectively, the “Non-Vehicle Products”), (i) the purchase and installation of lithium-ion batteries supplied by EnerDel in the Non-Vehicle Products shall count towards the purchase minimums of [***] and [***] lithium-ion batteries set forth in Sections 2.3.1(y) and 2.3.2(y), respectively, and (ii) all Non-Vehicle Products sold to customers sourced by EnerDel (or otherwise introduced to the Think Entities by EnerDel) shall be powered by lithium-ion batteries supplied by EnerDel. 2.3.4 The Think Entities shall use their reasonable best efforts to market vehicles and Non-Vehicle Products using lithium-ion batteries supplied by EnerDel. 2.3.5 If and to the extent EnerDel markets or sells drive trains powered by batteries, EnerDel shall exclusively market and sell the drive trains manufactured by the Think Entities. The preceding sentence shall not be deemed to restrict EnerDel from selling its batteries to customers that choose to use drive trains that are not manufactured by the Think Entities. The Parties shall, within two months from the termination of this Agreement: (i) any period during which SmartGate prepare a business plan for this cooperation, (ii) prepare and conclude a separate agreement establishing the terms and conditions for this cooperation based on the provisions of this Section 2.3.5. 2.3.6 Reference is made to a Securities Investment and Subscription Agreement (the “SISA”), by and among Think Holdings, AS, parent company of Think (“Think Holdings”), and the several investors party thereto, including Ener1, Inc., parent company of EnerDel (“Ener1”). If Think Holdings requests the maximum capital calls under the SISA for both the second and third tranches contemplated therein, and Ener1 fails to fulfill Rytec purchase orders with regard to make an aggregate equity investment of US$15,000,000 in Think Holdings under the stated minimum pursuant to Schedule 03.1; SISA, then the installation percentages set forth in Sections 2.3.1(i) and (ii), and Sections 2.3.2(i) any period during which SmartGate is unable to deliver SmartGate products which perform the intended function in a commercial manner. Should Rytec fail to satisfy the Minimum Purchase Requirements as Exclusive Manufacturer under this subsection A, this Agreement shall remain effective and binding and Rytec shall become a non-exclusive manufacturer entitled to purchase SmartGate Products and SmartGate shall be entitled to sell its Products to other manufacturers for the integration into high speed industrial doors within the Territory. In such event, Rytec shall continue to be the Exclusive Distributor of SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii). B. Exclusive Distributor Requirements (Retrofit) - Rytec shall have the right to be the Exclusive Distributor of SmartGate Products pursuant to subparagraph 02.1(ii) for retrofit sales for a period of one year from the full execution of this Agreement, provided Rytec meets the following criteria: (i) within six months of the date of this Agreement, Rytec demonstrates a pre-production prototype for retrofit on at least one door ("Model") manufactured by at least two of Rytec's largest competitors; and (ii) at tradeshows determined by Rytec and at the National Manufacturing Week show in March 2003 ("NMW") Rytec will show and demonstrate its retrofit capabilities and will be prepared to take orders for the product; and (iii) Rytec shall have developed for distribution at or following the NMW sales literature), product video, installation video, and installation instructions for retrofit products. Within sixty (60) days following the NMW Rytec shall advise SmartGate as to whether or not it desires to be the Exclusive Distributor during the last four years of the term of thus Agreement. If said notice is in the affirmative, Rytec and SmartGate shall then have the next two-month period to conduct due diligence and market analysis based upon results of the industry's response at NMW and to negotiate the terms of an extension of the Exclusive Distributor arrangement for the last four years of the term of this Agreement. Factors in such negotiations will include, but not be limited to: minimum sales quantities; pricing; warranty and territory. In the event Rytec's response is in the negative or if Rytec and SmartGate cannot reach mutual agreement on the Exclusive Distributor extension, then, in such event, this Agreement shall remain in effect and binding: provided however, Rytec's right to purchase and distribute SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii) shall become non-exclusive and SmartGate shall be entitled to sell its Products to others, including distributors and end-users within reduced by multiplying the Territory for retrofit purposes on installed high speed industrial doors. In such event, Rytec shall continue to be applicable installation percentage by the Exclusive Manufacturer quotient of SmartGate Products for new manufactured high speed industrial doors pursuant to subsection 02.1(i)(x) the actual amount invested by Ener1 divided by (y) $15,000,000.

Minimum Purchase Requirements. A. Minimum Purchase Requirements (a) Provided the following conditions have been met: a) KV obtains an approved FDA filing covering the [***] Product that allows its commercial sale by KV; b) FDA has approved Hospira as Exclusive Manufacturer a manufacturer of the [***] Product; and c) Hospira is able to manufacture and release the [***] Product for commercial sale by KV (New Doors) - : The number of Units of SmartGate Products which Rytec must purchase as original equipment for newly manufactured high speed industrial doors in order to retain collectively, the right to be “[***] Product Approval”), the Exclusive Manufacturer pursuant to subparagraph 02.1(i) which can purchase SmartGate Products for original equipment in new high speed industrial doors is: Minimum Purchase Requirements as Exclusive Manufacturer MINIMUM PURCHASE REQUIREMENTS CONTRACT PERIOD AS MANUFACTURER (NEW DOORS) 0 - March 30, 2003 0 Units April 1, 2003 to end of Year 1 650 Units/90-day period Year 2 of Agreement 750 Units/90-day period Year 3 of Agreement 850 Units/90-day period Year 4 of Agreement 950 Units/90-day period Year 5 of Agreement 1,050 Units/90-day period The proportionate following minimum purchase requirements shall apply: i. During the calendar year in which the [***] Product Approval takes place (the “Partial Time Period”), KV agrees to purchase at least the pro rata amount of a minimum purchase requirement of [***] of Product and/or [***] Product (“Pro Rata Amount”) (as way of example only, if the [***] Product Approval occurs on July 1, 2015, the Pro Rata Amount that KV must make for the Partial Time Period will be waived for: [***]. If KV has not purchased the Pro-Rata Amount during such Partial Time Period, then within [***] days after the end of the Partial Time Period, Hospira shall invoice KV the difference between the Pro Rata Amount and the amount of Product and [***] Product purchased for such time period (the “Pro-Rata Minimum Payment”), noting that KV’s purchases may be purchases of (i) any all Product, (ii) all [***] Product; or (iii) a combination of both. Such invoice shall be payable within [***] days after issuance. ii. Provided the [***] Product Approval occurs before the end of calendar year 2015, KV agrees to purchase at least [***] of Product and/or [***] Product combined (“Annual Amount”) in calendar year 2016. If the [***] Product Approval does not occur until calendar year 2016 then the Annual Amount shall be prorated as set forth in Section 6.3(a)(i) above. If KV has not purchased the Annual Amount during the 2016 Calendar Year, then within [***] days following the end of the 2016 Calendar Year, Hospira shall invoice KV the difference between the Annual Amount and the amount of Product and [***] Product purchased for such time period (the “Annual Minimum Payment”); noting that KV’s purchases may be purchases of (i) all Product, (ii) all [***] Product; or (iii) a combination of both. Each such invoice shall be payable within [***] days after issuance. iii. The Pro-Rata Minimum Payment and the Annual Minimum Payment described above shall be determined for such time period by the amount of Product and [***] Product purchased by KV (meaning such Product and/or [***] Product has been paid for by KV to Hospira during which SmartGate fails the applicable time period). Provided however, in the event KV’s purchases are less than the Pro-Rata Minimum Payment or the Annual Minimum Payment as a result of a manufacturing yield causing the orders to fulfill Rytec purchase orders with regard be fulfilled at less than the amount ordered, the Pro-Rata Minimum Amount and the Annual Minimum Amount shall be reduced accordingly. (b) KV will only be obligated to the stated minimum pursuant purchase requirements under Section 6(a) above as long as: (a) the FDA has not suspended or revoked the NDA and/or orphan designation for the Product and/or [***] Product; (b) there has been no material change in the safety or efficacy for the Product and/or [***] Product; (c) there has been no material change in KV’s ability to Schedule 03.1commercialize the Product or [***] Product as a result of an FDA action; (d) the Product and [***] Product conform in all respects to their respective specifications and are not otherwise adulterated; and (iie) any period during which SmartGate is unable Hospira has not exercised its right to deliver SmartGate products which perform terminate the intended function manufacture of the Product or [***] Product in a commercial manner. Should Rytec fail to satisfy accordance with the Minimum Purchase Requirements terms specified in Section 10.2 of the Agreement (as Exclusive Manufacturer under this subsection A, this Agreement shall remain effective and binding and Rytec shall become a non-exclusive manufacturer entitled to purchase SmartGate Products and SmartGate shall be entitled to sell its Products to other manufacturers for the integration into high speed industrial doors within the Territory. In such event, Rytec shall continue to be the Exclusive Distributor of SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(iiamended hereby). B. Exclusive Distributor Requirements (Retrofit) - Rytec 9. Product Take or Pay for Calendar Year [***]. For calendar year [***], Hospira shall have manufacture the right Product for KV only if KV submits a forecast and a purchase order to be the Exclusive Distributor of SmartGate Products pursuant to subparagraph 02.1(ii) Hospira on or before [***] for retrofit sales for a period of one year from the full execution of this Agreement, provided Rytec meets the following criteria: (i) within six months [***] of the date of this Agreement, Rytec demonstrates a pre-production prototype Product for retrofit on at least one door ("Model") manufactured by at least two of Rytec's largest competitors; and (ii) at tradeshows determined by Rytec and at the National Manufacturing Week show in March 2003 ("NMW") Rytec will show and demonstrate its retrofit capabilities and will be prepared to take orders for the product; and (iii) Rytec shall have developed for distribution at or following the NMW sales literature, product video, installation video, and installation instructions for retrofit productsdelivery during calendar year [***]. 10. Within sixty (60) days following the NMW Rytec shall advise SmartGate as to whether or not it desires to be the Exclusive Distributor during the last four years of the term of thus Agreement. If said notice is in the affirmative, Rytec and SmartGate shall then have the next two-month period to conduct due diligence and market analysis based upon results of the industry's response at NMW and to negotiate the terms of an extension of the Exclusive Distributor arrangement for the last four years of the term of this Agreement. Factors in such negotiations will include, but not be limited to: minimum sales quantities; pricing; warranty and territory. In the event Rytec's response is in the negative or if Rytec and SmartGate cannot reach mutual agreement on the Exclusive Distributor extension, then, in such event, this Agreement shall remain in effect and binding: provided however, Rytec's right to purchase and distribute SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii) shall become non-exclusive and SmartGate shall be entitled to sell its Products to others, including distributors and end-users within the Territory for retrofit purposes on installed high speed industrial doors. In such event, Rytec shall continue to be the Exclusive Manufacturer of SmartGate Products for new manufactured high speed industrial doors pursuant to subsection 02.1(i)Section 10.

Minimum Purchase Requirements. A. Minimum Purchase Requirements as Exclusive Manufacturer (New Doors) - : :The number of Units of SmartGate Products which Rytec must purchase as original equipment for newly manufactured high speed industrial doors in order to retain the right to be the Exclusive Manufacturer pursuant to subparagraph 02.1(i) which can purchase SmartGate Products for original equipment in new high speed industrial doors is: Minimum Purchase Requirements as Exclusive Manufacturer MINIMUM PURCHASE REQUIREMENTS CONTRACT PERIOD AS MANUFACTURER (NEW DOORS) 0 - March 30, 2003 0 Units April 1, 2003 to end of Year 1 650 Units/90-day period Year 2 of Agreement 750 Units/90-day period Year 3 of Agreement 850 Units/90-day period Year 4 of Agreement 950 Units/90-day period Year 5 of Agreement 1,050 Units/90-day period The proportionate minimum purchase requirements shall be waived for: (i) any period during which SmartGate fails to fulfill Rytec purchase orders with regard to the stated minimum pursuant to Schedule 03.1; and (ii) any period during which SmartGate is unable to deliver SmartGate products which perform the intended function in a commercial manner. Should Rytec fail to satisfy the Minimum Purchase Requirements as Exclusive Manufacturer under this subsection A, this Agreement shall remain effective and binding and Rytec shall become a non-exclusive manufacturer entitled to purchase SmartGate Products and SmartGate shall be entitled to sell its Products to other manufacturers for the integration into high speed industrial doors within the Territory. In such event, Rytec shall continue to be the Exclusive Distributor of SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii). B. Exclusive Distributor Requirements (Retrofit) - Rytec shall have the right to be the Exclusive Distributor of SmartGate Products pursuant to subparagraph 02.1(ii) for retrofit sales for a period of one year from the full execution of this Agreement, provided Rytec meets the following criteria: (i) within six months of the date of this Agreement, Rytec demonstrates a pre-production prototype for retrofit on at least one door ("Model") manufactured by at least two of Rytec's largest competitors; and (ii) at tradeshows determined by Rytec and at the National Manufacturing Week show in March 2003 ("NMW") Rytec will show and demonstrate its retrofit capabilities and will be prepared to take orders for the product; and (iii) Rytec shall have developed for distribution at or following the NMW sales literature, product video, installation video, and installation instructions for retrofit products. Within sixty (60) days following the NMW Rytec shall advise SmartGate as to whether or not it desires to be the Exclusive Distributor during the last four years of the term of thus Agreement. If said notice is in the affirmative, Rytec and SmartGate shall then have the next two-month period to conduct due diligence and market analysis based upon results of the industry's response at NMW and to negotiate the terms of an extension of the Exclusive Distributor arrangement for the last four years of the term of this Agreement. Factors in such negotiations will include, but not be limited to: minimum sales quantities; pricing; warranty and territory. In the event Rytec's response is in the negative or if Rytec and SmartGate cannot reach mutual agreement on the Exclusive Distributor extension, then, in such event, this Agreement shall remain in effect and binding: provided however, Rytec's right to purchase and distribute SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii) shall become non-exclusive and SmartGate shall be entitled to sell its Products to others, including distributors and end-users within the Territory for retrofit purposes on installed high speed industrial doors. In such event, Rytec shall continue to be the Exclusive Manufacturer of SmartGate Products for new manufactured high speed industrial doors pursuant to subsection 02.1(i).