Common use of Order and Acceptance Clause in Contracts

Order and Acceptance. (a) All orders for Product submitted by TIMM xxxll be initiated by written orders sent to MATRITECH and requesting a delivery date during the term of this Agreement. Any order initially placed orally or by e-mail must be confirmed in writing. (b) Within thirty (30) days of receipt of written notification by MATRITECH of FDA Clearance, TIMM xxxl issue an initial purchase order for no less than [XXX]* units (one half of which may be free samples) of the Product (the "Initial Order"). Subsequent Purchase orders will be no less than [XXX]* units. MATRITECH shall use its reasonable efforts to deliver Products in fulfillment of the Initial Order within ninety (90) days after receipt of the Initial Order. If MATRITECH does not fulfill the Initial Order within this 90-day period, it shall be deemed to be in default of a material obligation of this Agreement, and if such default is not cured within sixty (60) days thereafter, TIMM xxx terminate this Agreement upon written notice to MATRITECH in accordance with Section 8.2(a)(ii) hereof, whether or not TIMM xxx given notice of the default to MATRITECH. Upon such termination pursuant to this Section 4.4(b), MATRITECH shall (i) refund the [XXX]* in the marketing fees paid by TIMM xx MATRITECH upon FDA clearance pursuant to Section 3.1 hereof (but not the initial [XXX]* purchase price paid for the Shares) and (ii) terminate any stop transfer order with MATRITECH's transfer agent and remove any restrictive legends on the shares of Common Stock purchased by TIMM xxxsuant to Section 3.2, thereby permitting TIMM xx sell the Shares immediately subject to compliance with Rule 144. (c) To facilitate MATRITECH's production scheduling, TIMM xxxll submit subsequent purchase orders to MATRITECH at least ninety (90) days prior to the requested date of delivery. Except with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements set forth above, no order shall be binding upon MATRITECH until accepted by MATRITECH in writing, and MATRITECH shall have no liability to TIMM xxxh respect to purchase orders that are not accepted. MATRITECH reserves the right to allocate the supply of the Product pro rata, based approximately on the relative numbers of Product ordered, without incurring any liability to TIMM xxx commissions, damages or otherwise. MATRITECH shall notify TIMM xx the acceptance or rejection of an order and of the assigned delivery date for accepted orders within fifteen (15) days of receipt of an order from TIMM. Xx partial shipment of an order shall constitute the acceptance of the entire order, absent the written acceptance of such entire order. MATRITECH shall use its reasonable efforts to deliver the Product at the times specified either in its quotation or in its written acceptance of TIMM'x xxxers. Any delay of more than forty-five (45) days in shipment from MATRITECH's quoted delivery date with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements shall serve to reduce the Minimum Base Annual Purchase Quantity requirement by an amount equal to the amount of the delayed order for the period in which the order was placed.

Order and Acceptance. 4.1. AtriCure, Inc. Forecast. To facilitate Stellartech’s production scheduling, AtriCure, Inc. shall provide Stellartech with a quarterly rolling forecast of AtriCure, Inc’s. anticipated quarterly requirements of Products for the following twelve (a12) All orders month period commencing on the date of such forecast. This forecast shall be for Product submitted by TIMM xxxll be initiated by written orders sent to MATRITECH and requesting a delivery date during the term of this AgreementStellartech’s planning purposes only. Any order initially placed orally or by e-mail must be confirmed in writing. (b) Within thirty (30) days of receipt of written notification by MATRITECH of FDA ClearanceIt is understood that AtriCure, TIMM xxxl issue an initial purchase order for no less than [XXX]* units (one half of which may be free samples) of the Product (the "Initial Order"). Subsequent Purchase orders will be no less than [XXX]* units. MATRITECH Inc. shall use its reasonable efforts to deliver Products in fulfillment of the Initial Order within ninety (90) days after receipt of the Initial Order. If MATRITECH does not fulfill the Initial Order within this 90-day period, it shall be deemed to be in default of a material obligation of this Agreement, and if such default is not cured within sixty (60) days thereafter, TIMM xxx terminate this Agreement upon written notice to MATRITECH in accordance with Section 8.2(a)(ii) hereof, whether or not TIMM xxx given notice of the default to MATRITECH. Upon such termination pursuant to this Section 4.4(b), MATRITECH shall (i) refund the [XXX]* in the marketing fees paid by TIMM xx MATRITECH upon FDA clearance pursuant to Section 3.1 hereof (but not the initial [XXX]* purchase price paid for the Shares) and (ii) terminate any stop transfer order with MATRITECH's transfer agent and remove any restrictive legends on the shares of Common Stock purchased by TIMM xxxsuant to Section 3.2, thereby permitting TIMM xx sell the Shares immediately subject to compliance with Rule 144make each forecast as accurate as possible. (c) To facilitate MATRITECH's production scheduling4.2. Form of Purchase Orders. AtriCure, TIMM xxxll Inc. will submit subsequent written purchase orders for Products or spare parts to MATRITECH Stellartech with a lead time of at least ninety (90) days prior to the requested specified delivery date of delivery. Except with respect to Products or Parts ordered therein, and Stellartech shall use best efforts to deliver any such Products or Parts in accordance with the terms of the corresponding purchase order. All orders for Products and Parts submitted by AtriCure, Inc. to fulfill Stellartech during the Minimum Base Annual Purchase Quantity requirements set forth aboveterm hereof shall be subject to the terms and conditions of this Agreement, no except as otherwise agreed to in a writing signed by both parties. In the event of a conflict between the terms of any AtriCure, Inc. purchase order or Stellartech acknowledgment and the terms of this Agreement, the terms of this Agreement shall control. 4.3. Acceptance or Rejection of Orders By Stellartech. No purchase order placed by AtriCure, Inc. shall be binding upon MATRITECH Stellartech until accepted by MATRITECH Stellartech in writing, which may be by facsimile, and MATRITECH Stellartech shall have no liability to TIMM xxxh AtriCure, Inc. with respect to purchase orders orders, or portions thereof, that are not so accepted. MATRITECH reserves the right to allocate the supply of the Product pro rata, based approximately on the relative numbers of Product ordered, without incurring any liability to TIMM xxx commissions, damages or otherwise. MATRITECH Stellartech shall notify TIMM xx AtriCure, Inc. promptly of the acceptance or rejection by Stellartech of an order a AtriCure, Inc. purchase order, or portion thereof, and of the agreed assigned delivery date for accepted orders within orders. Stellartech shall be deemed to have accepted a AtriCure, Inc. purchase order, or any portion thereof, to which Stellartech has not objected to AtriCure, Inc. in writing: (i) no later than fifteen (15) business days after the date of receipt of an order from TIMM. Xx partial shipment of an order shall constitute the acceptance of the entire such AtriCure, Inc. purchase order, absent if sent first by AtriCure, Inc. by facsimile; or (ii) no later than twenty (20) business days after the written acceptance date of such entire AtriCure, Inc. purchase order. MATRITECH shall use its reasonable efforts to deliver the Product at the times specified either in its quotation , if such purchase order is first sent by AtriCure, Inc. by airmail or in its written acceptance of TIMM'x xxxers. Any delay of more than forty-five (45) days in shipment from MATRITECH's quoted delivery date with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements shall serve to reduce the Minimum Base Annual Purchase Quantity requirement by an amount equal to the amount of the delayed order for the period in which the order was placedcourier.

Order and Acceptance. (a) All orders for Product Products submitted by TIMM xxxll Customer shall be initiated by written purchase orders (including via facsimile or email attachment) sent to MATRITECH Altair and requesting shall request a delivery date during within one (1) year of receipt thereof (a “Customer Purchase Order”). Customer Purchase Orders shall be deemed to have been accepted by Altair only upon Altair having issued written confirmation of acceptance (an "Accepted Order"). Once accepted by Altair, the term Customer Purchase Order becomes firm and non-cancellable. Unless agreed otherwise in writing by the Parties, for purchase orders of a quantity of modules up to an annualized rate of 3,900 modules Altair requires an Accepted Order no later than six (6) months prior to the scheduled initial delivery of modules. For purchase orders of a quantity of modules greater than an annualized rate of 3,900 modules Altair requires an Accepted Order no later than nine (9) months prior to the scheduled initial delivery of modules. Altair shall notify Customer of the acceptance of a Customer Purchase Order within five (5) business days of its receipt of a Customer Purchase Order or such Customer Purchase Order shall be deemed null and void. Customer Purchase Orders shall be substantially in the form of the Attached Exhibit A. Altair agrees that from the date hereof and continuing for thirty six (36) months following the date hereof it shall accept a Customer Purchase Order except as a result of an Altair supply constraint (provided that Altair shall use its commercially reasonable considerations (including, but not limited to, amount of advance notice of a firm order provided and date actual order received) and efforts to fill such Customer Purchase Order and give Customer’s Purchase Order equal priority to any other then unaccepted Altair customer purchase order and any other purchase orders following the Customer Purchase Order within a period of sixty (60) days). In the event that Altair can not fully accept a Customer Purchase Order as a result of a supply constraint, Altair agrees to use its commercial best efforts to meet Customer’s immediate minimum requirement for Customer to meet its delivery obligations through a fair and equitable balancing of production capacity against each customer’s absolute minimum requirement in relation to all such then pending unaccepted purchase orders. This requirement to “balance” production capacity shall not be applicable to Customer’s Purchase Orders for warehoused inventory build-up. Additionally, Altair and Customer agree and acknowledge that (i) Customer’s Purchase Orders and other orders are meant for delivery over time and that the “fair and equitable allocation” may not easily be a precise measurement, and (ii) that supply constraint may be in components of the Product rather than production capacity, and therefore Altair and Customer mutually agree that any determination by Altair of such allocation based on the availability of production capacity or components made reasonably and in good faith shall satisfy this Agreementrequirement. Any order initially placed orally or Notwithstanding the foregoing, Altair shall have no obligation to accept Customer Purchase Orders under this Agreement if any of the following are true: (i) Customer then has outstanding unpaid invoices which are over due and payable, (ii) Customer has made late payments by e-mail must be confirmed in writing. (b) Within more than thirty (30) days past the applicable due date of receipt of written notification any two invoices (or any one invoice by MATRITECH of FDA Clearance, TIMM xxxl issue an initial purchase order for no less more than [XXX]* units (one half of which may be free samples) of the Product (the "Initial Order"). Subsequent Purchase orders will be no less than [XXX]* units. MATRITECH shall use its reasonable efforts to deliver Products in fulfillment of the Initial Order within ninety (90) days after receipt of the Initial Order. If MATRITECH does not fulfill the Initial Order within this 90-day period, it shall be deemed to be in default of a material obligation of this Agreement, and if such default is not cured within sixty (60) days thereafterpast the applicable due date) within a rolling six (6) month period, TIMM xxx (iii) Customer has refused to take receipt of prior conforming shipments, (iv) Customer is in material breach of any material provision of this Agreement, (v) there has been a timely prior notice of intent to terminate this Agreement upon written according to its terms, or (vi) there has been a timely prior notice to MATRITECH as a result of the matters identified in Section 2(i) below which shall be handled in accordance with Section 8.2(a)(ii) hereof2(i). During the Term of this Agreement, whether or not TIMM xxx given notice of the default to MATRITECH. Upon such termination pursuant to this Section 4.4(b), MATRITECH Customer shall (i) refund the [XXX]* in the marketing fees paid by TIMM xx MATRITECH upon FDA clearance pursuant to Section 3.1 hereof (but not the initial [XXX]* purchase price paid for the Shares) and (ii) terminate any stop transfer order with MATRITECH's transfer agent and remove any restrictive legends give Altair a monthly rolling forecast on the shares of Common Stock purchased by TIMM xxxsuant to Section 3.2, thereby permitting TIMM xx sell the Shares immediately subject to compliance with Rule 144. (c) To facilitate MATRITECH's production scheduling, TIMM xxxll submit subsequent purchase orders to MATRITECH at least ninety (90) days prior to the requested date of delivery. Except with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements set forth above, no order shall be binding upon MATRITECH until accepted by MATRITECH in writing, and MATRITECH shall have no liability to TIMM xxxh respect to purchase orders that are not accepted. MATRITECH reserves the right to allocate the supply of the Product pro rata, based approximately on the relative numbers of Product ordered, without incurring any liability to TIMM xxx commissions, damages or otherwise. MATRITECH shall notify TIMM xx the acceptance or rejection of an order and of the assigned delivery date for accepted orders within fifteen (15) days of receipt of an order from TIMM. Xx partial shipment of an order shall constitute the acceptance of the entire order, absent the written acceptance of such entire order. MATRITECH shall use its reasonable efforts to deliver the Product at the times specified either in its quotation or in its written acceptance of TIMM'x xxxers. Any delay of more than forty-five (45) days in shipment from MATRITECH's quoted delivery date with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements shall serve to reduce the Minimum Base Annual Purchase Quantity requirement by an amount equal to the amount of Product Customer intends to order over the delayed order for the period following twenty-four (24) months (“Rolling Forecast”). This forecast will be used to assist in which the order was placedAltair’s product manufacture scheduling and to help ensure timely delivery of product to Proterra in accordance with accepted Purchase Orders.

Order and Acceptance. (a) All orders for Product submitted by TIMM xxxll be initiated by written orders sent to MATRITECH and requesting a delivery date during 3.4.1 During the term of this Agreement, Distributor shall, through MPNT’s on-line ordering system, submit all Orders for the Products specifying a non-binding proposed delivery date (“Proposed Delivery Date”). Any Each Order shall be subject to written acceptance by MPNT, no Order shall be binding upon MPNT until and unless accepted by MPNT in writing. 3.4.2 In order initially placed orally to facilitate MPNT’s production scheduling, Distributor shall submit each Order to MPNT at least sixty (60) Business Days prior to the Proposed Delivery Date. 3.4.3 MPNT shall notify Distributor of the acceptance of an Order specifying the actual delivery date (“Actual Delivery Date”) within five (5) Business Days upon receipt of the Order (“Acceptance Notice”). Such Actual Delivery Date shall be binding upon the Parties, and MPNT shall deliver the Products as per the Actual Delivery Date, provided however, if the Actual Delivery Date is twenty-one (21) days late than the Proposed Delivery Date, Distributor may object to the change of delivery date and shall notify MPNT its objection (if any) to such changed date in writing within five (5) Business Days upon receipt of the Acceptance Notice. Under such circumstance, MPNT shall assume no obligation to either the Order or by e-mail must the Acceptance Notice unless an agreement regarding the Actual Delivery Date can be reached between MPNT and Distributor which shall be confirmed in writing. 3.4.4 MPNT will inform Distributor of such documents in written notice, including but not limited to packing list, shipping list and invoice. Distributor shall confirm the documents and provide forwarder ‘s information in two (b2) Within thirty (30) days of receipt of written notification by MATRITECH of FDA Clearance, TIMM xxxl issue an initial purchase order Business Days. MPNT shall not be liable for no less than [XXX]* units (one half of which may be free samples) of the Product (the "Initial Order"). Subsequent Purchase orders will be no less than [XXX]* units. MATRITECH shall use its reasonable efforts to deliver Products in fulfillment of the Initial Order within ninety (90) days after receipt of the Initial Order. If MATRITECH does not fulfill the Initial Order within this 90-day period, it shall be deemed to be in default of a material obligation of this Agreement, and if such default is not cured within sixty (60) days thereafter, TIMM xxx terminate this Agreement upon written notice to MATRITECH in accordance with Section 8.2(a)(ii) hereof, whether or not TIMM xxx given notice of the default to MATRITECH. Upon such termination pursuant to this Section 4.4(b), MATRITECH shall (i) refund the [XXX]* any delay in the marketing fees paid by TIMM xx MATRITECH upon FDA clearance pursuant to Section 3.1 hereof (but not the initial [XXX]* purchase price paid for the Shares) and (ii) terminate any stop transfer order with MATRITECH's transfer agent and remove any restrictive legends on the shares of Common Stock purchased by TIMM xxxsuant to Section 3.2, thereby permitting TIMM xx sell the Shares immediately subject to compliance with Rule 144. (c) To facilitate MATRITECH's production scheduling, TIMM xxxll submit subsequent purchase orders to MATRITECH at least ninety (90) days prior to the requested date of delivery. Except with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements set forth above, no order shall be binding upon MATRITECH until accepted by MATRITECH in writing, and MATRITECH shall have no liability to TIMM xxxh respect to purchase orders that are not accepted. MATRITECH reserves the right to allocate the supply of the Product pro rata, based approximately on the relative numbers of Product ordered, without incurring any liability to TIMM xxx commissions, damages or otherwise. MATRITECH shall notify TIMM xx the acceptance or rejection of an order and of the assigned delivery date for accepted orders within fifteen (15) days of receipt of an order from TIMM. Xx partial shipment of an order shall constitute Products due to Distributor’ failure to confirm the acceptance of the entire order, absent the written acceptance of such entire order. MATRITECH shall use its reasonable efforts to deliver the Product at the times specified either in its quotation documents or in its written acceptance of TIMM'x xxxers. Any delay of more than forty-five (45) days in shipment from MATRITECH's quoted delivery date with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements shall serve to reduce the Minimum Base Annual Purchase Quantity requirement by an amount equal to the amount of the delayed order for the period in which the order was placedprovide forwarder‘s information timely.