Common use of Purchase of Equipment Clause in Contracts

Purchase of Equipment. Within [*] days after the occurrence of each Transfer Milestone, CT will purchase from SDAD the equipment and tooling used by SDAD in final assembly, calibration or testing of the transferred production ("[*] Equipment") on the following terms and in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. (B) The purchase price for the [*] Equipment will be equal to [*]; the purchase price will be payable on delivery but no later than [*] days after the applicable Transfer Milestone; provided, however, that any audit permitted hereunder with respect to the schedule of [*] Equipment and the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further production. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Purchase of Equipment. Within [*] days after Lessor is not obligated to purchase or lease a unit of Equipment unless before the occurrence Last Funding Date; (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule, Purchase Order Assignment in the form of each Transfer MilestoneAnnex A attached to the applicable Schedule and such other documents as Lessor may require; (ii) Lessee has irrevocably accepted the unit of Equipment for lease from Lessor by properly signing and delivering to Lessor a Certificate of Acceptance in the form of Annex B attached to the applicable Schedule; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment and (iv) there is no Default (Section 13). If Lessor has accepted a Purchase Order Assignment but the Lease does not commence, CT Lessor may reassign the Purchase Order and the Equipment to Lessee without recourse or warranty and Lessee will purchase reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 15). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from SDAD the equipment and tooling used by SDAD in final assembly, calibration or testing Supplier simultaneously with acceptance of the transferred production ("[*] Equipment") on Equipment for lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the following terms Equipment Price and Total Price to account for equipment change orders or returns, invoicing errors and similar matters, and agrees to any resulting adjustments in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. (B) The purchase price for the [*] Equipment will be equal to [*]; the purchase price will be payable on delivery but no later than [*] days after TRANSACTION TERMS stated in the applicable Transfer Milestone; providedSchedule. Lessor will send Lessee a written notice stating the final Equipment Price, howeverTotal Price and TRANSACTION TERMS, that any audit permitted hereunder with respect to the schedule of [*] Equipment and the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included different from those stated in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further productionSchedule. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Purchase of Equipment. Within [*] days after the occurrence Leasehold Improvements and Net Working Capital at End of each Transfer MilestoneTerm. Upon expiration or termination of this Lease, CT will purchase from SDAD the except a termination pursuant to Section 2.2 or Section 2.3(b) hereof, Lessors may purchase: (i) all equipment owned by Lessee and tooling used by SDAD Lessee in final assembly, calibration or testing the operation of the transferred production Premises which has been purchased within the last three years prior to the date of such expiration or termination and; ("[*] Equipment"ii) any and all leasehold improvements completed and/or installed by Lessee on or in the following terms and in accordance with Premises within the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. (B) The purchase price for last three years prior to the [*] Equipment will be equal to [*]; date of the purchase price will be payable on delivery but no later than [*] days after the applicable Transfer Milestoneexpiration or termination; provided, however, Lessors shall not have the right to purchase such equipment without also purchasing such leasehold improvements and vice versa. If Lessors and Lessee do not reach agreement regarding Lessors' purchase of such equipment and leasehold improvements, Lessee may remove them from the Premises, providing only that any audit permitted hereunder with respect in so removing them Lessee causes only so much damage to the schedule Premises as is reasonable. Lessee shall be under no obligation to repair any such reasonable damage. Upon expiration or earlier termination of [*] Equipment this Lease, Lessors, at their option, may purchase (i) all of the personal property owned by Lessee and used exclusively in the operations of the Premises and (ii) the Net Working Capital (defined as Patient Accounts Receivable (net of allowances), Other Receivables, Inventories and Other Current Assets less Accounts Payable and Accrued Expenses and Other) of Lessee relating to the operation of the Premises as of the last day of the Term or Extended Term, as the case may be, corresponding to the "Net Working Capital" items purchased by Lessee from Lessors pursuant to the provisions set forth in the Asset Purchase Agreement. The purchase price paid by Lessors for such personal property, equipment and leasehold improvements shall be the then net book value of same must be conducted within such [*] day period. (C) In case equipment, personal property and leasehold improvements at the date of existing warranty rights vis a vis the original manufacturer expiration or earlier termination of [*] Equipmentthis Lease, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect based on Lessee's books and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however records which shall be responsible that CT gets clear title to such equipment without existence kept in accordance with generally accepted accounting principles consistently applied, except for the inclusion of any third party rights except as applicable to any third-party software licensesfootnotes and normal year end adjustments. In any case Lessee shall transfer and convey the same by xxxx of such transfer sale, free of all liens and Lessors shall pay the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used purchase price in cash in return for further production. (D) Delivery will be FOB (UCC) the location delivery of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipmentsale. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Purchase of Equipment. Within [*] days (a) Lessor is not obligated to purchase or lease Equipment, including the Software, unless before the Expiration Date on a Schedule: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule and such other documents as Lessor may require; (ii) Lessor has confirmed to its satisfaction, either in writing or pursuant to a telephone audit, that the Equipment and any Software have been delivered and irrevocably accepted by Lessee; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). If Lessor has accepted assignment of or issued any purchase order, agreement or ancillary documents (the “Purchase Agreement”) for Equipment and/or Software but the Lease does not commence, Lessor may reassign all rights under the Purchase Agreement to Lessee without recourse or warranty and Lessee will reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 17). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Lease, Lessee irrevocably authorizes Lessor to adjust the Equipment Total Cost to account for change orders or returns, invoicing errors and similar matters, any adjustments required by commencement of any Lease after the occurrence of each Transfer MilestoneExpiration Date or to make any Leases coterminous and agrees to any resulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Total Cost and TRANSACTION TERMS, CT will purchase if different from SDAD those stated in the equipment and tooling used by SDAD in final assembly, calibration or testing of the transferred production ("[*] Equipment") on the following terms and in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENTapplicable Schedule. (Bb) Lessee assigns to Lessor and Lessor accepts assignment of all rights in any Purchase Agreement described in a Schedule and which has been previously approved by Lessor. The purchase price for rights assigned include: (i) the [*] Equipment will right to be equal the purchaser and owner of the Equipment, and (ii) the right to [*]; take any action with respect to and to enforce the purchase price will be payable on delivery but no later than [*] days after the applicable Transfer Milestone; provided, however, that any audit permitted hereunder Purchase Agreement and all warranty or other claims with respect to the schedule of [*] Equipment Equipment. Lessee represents that: (1) the Purchase Agreement is enforceable by Lessor, is in effect, and has not been terminated, changed, or broken by Lessee or Supplier, (2) no other person or entity has the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis right to purchase the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights (3) Lessor is not required to CT enforce payment of money due to Lessee under the Purchase Agreement, (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect and transferable4) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To Lessor is not taking over Lessee’s obligations under the extent such material Purchase Agreement (except the obligation to pay for the Equipment once it is proprietary to SDAD, it will be included in accepted by Lessee under the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further production. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for sameLease), and will deliver Lessee remains liable to the xxxx of sale Supplier thereunder and (5) Lessee retains the right and obligation to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), reject any piece of the [*] Equipment at [*], non-conforming goods. Lessee also agrees that if CT stops using the equipment for regular production activity a Default is declared or if CT intends Lessee fails to transfer equipment to a third party (whether by sale accept the Equipment or lease or otherwise) Software for any reason other than Lessor automatically withdraws its acceptance of this assignment, and Lessee will remain liable to continue production Supplier to honor the purchaser’s obligations under the Purchase Agreement. If Lessor has issued its own purchase order to the Supplier named in any Schedule, it is at the express request and direction of CT volume requirementsLessee, who has received a copy of or approved such purchase order. Before transferring the equipment to Lessee acknowledges that it may have rights under such purchase order, and that it may contact Supplier for a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt description of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at rights or any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDwarranties.

Purchase of Equipment. Within [*] days after Lessor is not obligated to purchase or lease a unit of Equipment unless before the occurrence Last Funding Date: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule, Purchase Order Assignment in the form of each Transfer MilestoneAnnex A attached to the applicable Schedule and such other documents as Lessor may require; (ii) Lessee has irrevocably accepted the unit of Equipment for lease from Lessor by properly signing and delivering to Lessor a Certificate of Acceptance in the form of Annex B attached to the applicable Schedule; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment, CT and (iv) there is no Default (Section 13). If Lessor has accepted a Purchase Order Assignment but the Lease does not commence, Lessor may reassign the Purchase Order and the Equipment to Lessee without recourse or warranty and Lessee will purchase reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 15). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from SDAD the equipment and tooling used by SDAD in final assembly, calibration or testing Supplier simultaneously with acceptance of the transferred production ("[*] Equipment") on Equipment for lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the following terms Equipment Price and Total Price to account for equipment change orders or returns, invoicing errors and similar matters, and agrees to any resulting adjustments in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. (B) The purchase price for the [*] Equipment will be equal to [*]; the purchase price will be payable on delivery but no later than [*] days after TRANSACTION TERMS stated in the applicable Transfer Milestone; providedSchedule. Lessor will send Lessee a written notice stating the final Equipment Price, howeverTotal Price and TRANSACTION TERMS, that any audit permitted hereunder with respect to the schedule of [*] Equipment and the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included different from those stated in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further productionSchedule. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Purchase of Equipment. Within [*] days after (a) Notwithstanding clauses (b) and (c) below, if this Agreement is terminated for any reason during the occurrence first thirty (30) months of each Transfer Milestonethe Term, CT will purchase regardless of the reason for such termination, Coors shall assume from SDAD EDS, and EDS shall assign to Coors, the equipment lease entered into between EDS and tooling used by SDAD in final assemblyits third party equipment lessor on or about the Commencement Date pursuant to which EDS leases the Transferred Equipment from such lessor, calibration or testing provided that such equipment lease requires the lessee to make equal month payments throughout the 30-month term thereof and is otherwise on commercially standard terms. Coors shall continue to pay to EDS the Monthly Current Asset Payment until the earlier of the transferred production ("[*] Equipment") on expiration of such equipment lease or the following terms date such assignment is consummated, and in accordance with thereafter Coors shall perform the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENTobligations of the lessee under such equipment lease. (Bb) The Upon expiration of the Term or upon termination of this Agreement by Coors pursuant to Section 17.2 (Termination for Convenience): (i) Coors shall purchase price from EDS, and EDS shall sell to Coors, all Equipment owned by EDS and used by EDS exclusively to provide the Services (excluding any Equipment used to support EDS Personnel); and (ii) Coors shall assume from EDS, and EDS shall assign to Coors, any equipment lease entered into by EDS exclusively to provide equipment to Coors in connection with the Services, provided that such equipment lease requires the lessee to make equal monthly payments throughout the term thereof and is otherwise on commercially standard terms. (c) Upon termination of the Term pursuant to Section 17.1 (Termination for Cause) Section 17.3 (Termination Upon Change in Control) Section 17.4 (Termination for Insolvency) and Section 17.5 (Termination Upon Force Majeure Event): (i) Coors shall have the option, but not the obligation, to purchase (and EDS shall, at Coors' option, sell to Coors) any or all Equipment owned by EDS and used by EDS primarily to provide the Services; and (ii) Coors shall have the option, but not the obligation, to assume from EDS (and EDS shall, at Coors' option, assign to Coors), any EDS equipment lease entered into by EDS primarily for the [*] Equipment will be equal to [*]; purpose of providing the purchase price will be payable on delivery but no later than [*] days after the applicable Transfer MilestoneServices; provided, however, that any audit permitted hereunder with respect to the schedule of [*] Equipment and the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further production. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days order to exercise the option options described in clauses (i) and (ii) above, Coors must notify EDS of which assets it intends to purchase as set forth in this Sectionand/or lease within thirty (30) days after Coors' delivery to EDS of Coors' notice of termination. If SDAD does not exercise its option under this Section by the end of such [***] day period, then CT may, at any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.]

Purchase of Equipment. Within [*] days after Under Option A, if Lessee is not then in default under the occurrence of each Transfer MilestoneLease, CT will Lessee may purchase from SDAD the equipment and tooling used by SDAD in final assembly, calibration or testing Equipment only upon expiration of the transferred production ("[*] Equipment") on Lease. Upon request by Lessee, at least five months prior to Lease expiration, Lessor shall notify Lessee, at least four months prior to expiration, of the following terms and in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. (B) purchase price. The purchase price for shall be objectively determined by Lessor by using the [*] projected fair market sales value of the Equipment will as of such expiration date, plus the total of (a) any recapture of investment tax credit and (b) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be equal given not later than three months prior to [*]; Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price will shall be payable an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on delivery but no later than [*] days after or before the date of purchase, pay to Lessor the purchase price, any applicable Transfer Milestone; providedtaxes, howeverall Rent due through the day preceding the date of purchase, that any audit permitted hereunder with respect to the schedule of [*] Equipment other amounts due, and the net book value prepayment of same must be conducted within such [*] day period. Financing (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDParagraph 35). rights are in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further production. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CTLessor shall, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece date of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at any time during the following [*] monthspurchase, transfer to Lessee by xxxx of sale, without recourse or warranty of any kind, express or implied, all of Lessor's right, title and interest in and to such equipment to a third party. If CT does not transfer the equipment within such [*] month time periodEquipment on an "As Is, then SDAD's option rights under this Section will be reinstated Where Is" basis except that Lessor shall warrant title free and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDclear of all encumbrances.

Purchase of Equipment. Within [*] days after Lessor is not obligated to purchase or lease a unit of Equipment unless before the occurrence Last Funding Date: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule, Purchase Order Assignment in the form of each Transfer MilestoneAnnex A attached to the applicable Schedule and such other documents as Lessor may require; (ii) Lessee has irrevocably accepted the unit of Equipment for lease from Lessor by properly signing and delivering to Lessor a Lease Commencement Certificate in the form of Annex B attached to the applicable Schedule; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). If Lessor has accepted a Purchase Order Assignment but the Lease does not commence, CT Lessor may reassign the Purchase Order and the Equipment to Lessee without recourse or warranty and Lessee will purchase reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 15). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from SDAD the equipment and tooling used by SDAD in final assembly, calibration or testing Supplier simultaneously with acceptance of the transferred production Equipment for lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the Equipment Price and Total Price by no more than fifteen percent ("[*] Equipment"15%) on to account for equipment change orders or returns, invoicing errors and similar matters, and agrees to any resulting adjustments in the following terms and TRANSACTION TERMS stated in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. (B) The purchase price for the [*] Equipment will be equal to [*]; the purchase price will be payable on delivery but no later than [*] days after the applicable Transfer Milestone; providedSchedule. Lessor will send Lessee a written notice stating the final Equipment Price, howeverTotal Price and TRANSACTION TERMS, that any audit permitted hereunder with respect to the schedule of [*] Equipment and the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included different from those stated in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further productionSchedule. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Purchase of Equipment. Within [*] days after Lessor is not obligated to purchase or lease a unit of Equipment unless before the occurrence Last Funding Date: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule, Purchase Order Assignment in the form of each Transfer MilestoneAnnex A attached to the applicable Schedule and such other documents as Lessor may require; (ii) Lessee has irrevocably accepted the unit of Equipment for lease from Lessor by properly signing and delivering to Lessor a Certificate of Acceptance in the form of Annex B attached to the applicable Schedule; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). If Lessor has accepted a Purchase Order Assignment but the Lease does not commence, CT Lessor may reassign the Purchase Order and the Equipment to Lessee without recourse or warranty and Lessee will purchase reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 15). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from SDAD the equipment and tooling used by SDAD in final assembly, calibration or testing Supplier simultaneously with acceptance of the transferred production ("[*] Equipment") on Equipment for lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the following terms Equipment Price and Total Price to account for equipment change orders or returns, invoicing errors and similar matters, and agrees to any resulting adjustments in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. (B) The purchase price for the [*] Equipment will be equal to [*]; the purchase price will be payable on delivery but no later than [*] days after TRANSACTION TERMS stated in the applicable Transfer Milestone; providedSchedule. Lessor will send Lessee a written notice stating the final Equipment Price, howeverTotal Price and TRANSACTION TERMS, that any audit permitted hereunder with respect to the schedule of [*] Equipment and the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included different from those stated in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further productionSchedule. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Purchase of Equipment. Within [*] days (a) Lessor is not obligated to purchase or lease Equipment, including the Software, unless before the Expiration Date on a Schedule: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule and such other documents as Lessor may require: (ii) Lessor has confirmed to its satisfaction, either in writing or pursuant to a telephone audit, that the Equipment and any Software have been delivered and irrevocably accepted by Lessee; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Lease, Lessee irrevocably authorizes Lessor to adjust the Equipment Total Cost by no more than fifteen percent (15%) to account for change orders or returns, invoicing errors and similar matters, any adjustments required by commencement of any Lease after the occurrence of each Transfer Milestoneapplicable Expiration Date or to make any Leases continuous and agrees to any resulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Total Cost and TRANSACTION TERMS, CT will purchase if different from SDAD those stated in the equipment and tooling used by SDAD in final assembly, calibration or testing of the transferred production ("[*] Equipment") on the following terms and in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), [*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENTapplicable Schedule. (Bb) The If Lessor has issued any purchase price order, agreement or ancillary documents (the "Purchase Agreement") for Equipment and/or Software but the [*] Lease does not commence, Lessor may assign all rights under the Purchase Agreement to Lessee without recourse or warranty and Lessee will reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 17). Lessee agrees that if a Default is declared or if Lessee fails to accept the Equipment or Software for any reason, Lessee will be equal remain liable to [*]; Supplier to honor the purchase price will be payable on delivery but no later than [*] days after purchaser's obligations under the applicable Transfer Milestone; provided, however, that Purchase Agreement. If Lessor has issued any audit permitted hereunder with respect Purchase Agreement to the schedule of [*] Equipment and the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are Supplier named in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDADSchedule, it will be included in is at the SDAD Proprietary Know-How licensed to CT express request and direction of Lessee. Lessee acknowledges that it may have rights under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be responsible such Purchase Agreement, and that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case it may contact Supplier for a description of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further productionrights or any warranties. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such notice, SDAD will have [*] days to exercise the option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of such [*] day period, then CT may, at any time during the following [*] months, transfer such equipment to a third party. If CT does not transfer the equipment within such [*] month time period, then SDAD's option rights under this Section will be reinstated and CT must again notify SDAD in accordance with this Section prior to transferring the equipment. CT will also notify SDAD within [*] days after CT stops using the equipment for regular production, and SDAD may at any time thereafter exercise the option to purchase as set forth in this Section. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.