Common use of Shipping Clause in Contracts

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant in Taiwan. All Products delivered pursuant to the terms of this Agreement shall be packed pursuant to the packaging requirements set forth in the SOW, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of this Agreement. XPLORE will notify WISTRON of the Non-performance in writing.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant Unless otherwise expressly provided in Taiwan. All this Contract all Products delivered pursuant to the terms of this Agreement shall be shipped Ex Works (INCOTERMS 2000). With respect to Seller’s responsibilities to facilitate proper shipping and Product receipt (i) all Products will be packed pursuant and marked in accordance with Company’s directions; (ii) packing slips must accompany each shipment and identify the purchase order number and the purchase order line number to which the packaging requirements set forth in the SOWshipment relates, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order release number, the quantity part number and type part quantity, the shipment number and receiving plant; (iii) where multiple packages comprise a single shipment each package will be shown on packing slips, bills of product shippedlading, and invoices; (iv) Seller will mark the Products in accordance with the standards of the Uniform Commercial Code; and (v) Seller will issue to Company advance shipping notices as requested by Company. In addition to the generality of the foregoing, if this Contract expressly provides that Products are to be shipped CIP Company location (INCOTERMS 2000) or by some other shipping method for which Seller is responsible, then (i) Seller shall ship the Products in accordance with Company’s instructions; (ii) all drayage, demurrage, storage, insurance, packing and related charges will be paid by Seller unless otherwise provided in the Contract; (iii) Seller shall mark all shipments of Products in conformance with the requirements of the common carriers to be used by Seller; (iv) Seller shall secure the lowest transportation costs consistent with the shipping requirements of this Contract; and (v) Seller will be responsible for all extra charges incurred because of Seller’s failure to follow Company’s shipping instructions, including serial numbersthose related to delivery schedules, whether or not Seller’s liability for general damages is excused under other provisions of this Contract. Notwithstanding any other provision of this Contract, Seller will pay all express and other charges necessary to expedite delivery to enable Seller to meet the customer address and contact informationdelivery schedule or the requirements of the Firm Releases issued by Company, and shipment carrier with tracking numbersSeller will ship all late shipments by express or other priority methods of delivery at its expense. Upon delivery of Products to the carrierCompany, risk of loss with respect to the Products (all containers, packing and title to the Hardware included in such Products) crating material shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) become property of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of this Agreement. XPLORE will notify WISTRON of the Non-performance in writingCompany.

Shipping. All Seller agrees: (a) to deliver notice of shipment of the goods to Buyer by Advanced Shipping Notification (ASN) for Direct Material on the same day that the goods are shipped; (b) to properly xxxx, xxxx and ship goods in accordance with the requirements of Buyer, the involved carriers, and, if applicable, the country of destination; (c) to route shipments in accordance with Buyer's instructions; (d) to make no charge for handling, packaging, storage or transportation of goods, unless otherwise stated in the Contract; (e) to provide with each shipment packing slip Buyer's purchase order and/or release number and date of shipment marked thereon; (f) to properly mark each package with a label/tag according to Xxxxx's instructions; and (g) to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Buyer's instructions. Seller will include on bills of lading or other shipping receipts correct classification identification marks of the goods shipped in accordance with Xxxxx's instructions and the carrier's requirements. The marks on each package and identification of the goods on packing slips, bills of lading and invoices (when required) shall be sufficient to enable Buyer to easily identify the goods purchased. For direct material, regular shipping days shall be established by the Buyer and communicated to Seller. Seller shall comply with Xxxxx's supplements to AT-1724 (Shipping Parts Identification Label Standard) and to AT-1700 (Packaging, Identification and Global Supply Chain Requirements). Schedule or Purchase Prices Orders take returned material into consideration. Over-shipments may be returned at Seller's expense unless prior approval from Buyer is obtained. In the event scheduled shipments are FCA WISTRON’s manufacturing plant in Taiwan. All Products delivered not made as requested, premium transportation charges resulting from non-conformance to Buyer's shipping instructions is assumed by Seller pursuant to the terms of this Agreement Section 5 below. Seller must adhere to packaging specifications as stated on release/schedules. Seller shall be packed pursuant to the packaging requirements set forth not ship materials in the SOWcontainers previously used for chemicals, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLOREcleaners, or if no carrier other potentially hazardous materials. It is designated by XPLORE the responsibility of Seller to a carrier chosen by WISTRONrefer to Xxxxx's website (xxx.xxxxxxxxxxxxxxxxxxx.xxx, F.O.B., WISTRON’s manufacturing plantSuppliers>Purchasing Related Forms) for the latest Transportation Routing Instructions on Form AT-101106. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity Failure to comply with these Transportation Routing Instructions will result in debiting Seller for unauthorized transportation and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided administrative charges that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE Buyer may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of this Agreement. XPLORE will notify WISTRON of the Non-performance in writingincur.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant Except as otherwise indicated on the Order or in Taiwanthese terms and conditions, Incoterms 2010 DDP shall apply to the shipment and delivery of the Items. All Products Items will be packed for shipment in a manner sufficient to ensure that the Items are delivered pursuant to the terms of this Agreement in an undamaged condition. No additional charge shall be packed pursuant to made for packaging, marking or storage. Buyer shall only be responsible for shipping charges if indicated on the packaging requirements set forth Order. If Buyer is responsible for shipping charges, all Items must be shipped via ground/standard service unless otherwise approved in advance by Buyer’s purchasing department or stated in the SOW, marked for shipment Order. Seller shall not “declare value” when processing shipments or otherwise select shipping insurance to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid for by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON Buyer unless instructed to do so on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery dateOrder. In the event WISTRON fails Seller ships contrary to the foregoing, Seller is solely responsible for two consecutive calendar year quarters excess shipping and/or insurance charges. Seller shall deliver the Items in the quantities and on the date(s) specified in the Order, and shipment quantities shall not exceed the quantities indicated on the Order without prior written approval from Buyer’s purchasing department. The parties expressly agree that timely delivery of all Items in accordance with the Order is of the essence. In the event of default or failure by Seller to deliver by so timely deliver, in addition to its other available remedies, Buyer may procure the XPLORE specified Items from other sources and Seller shall be responsible for any cost incurred in excess of the amounts to be paid under the Order. Seller shall promptly notify Buyer of any delay or of any anticipated delay in delivery date at least ninety-five percent (95%) of Product orderedthe Items, and Buyer reserves the right, without liability or waiver of any other remedies available to Buyer, to either approve a new delivery schedule or to cancel the Order, in whole or in part. If Seller’s overall production of an Item is curtailed for any reason other than a Force Majeure Eventsuch that some, then in addition to all other rights and remedies that XPLORE may have at law or in equitybut not all, WISTRON shall (i) immediately allow XPLORE to audit WISTRONof Buyer’s order fulfillment process and discuss may be delivered in a timely manner, Seller will offer to timely deliver a portion of Buyer’s order equal to no less than the reasons highest percentage filled for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problemsother customer similarly situated, and (iii) at XPLORE’s requestBuyer may thereafter accept or reject such partial delivery without waiving any other remedies available to Buyer, use reasonable best efforts to facilitate communication between XPLORE under these terms and any WISTRON supplier(s) that is/are causing such failureconditions or otherwise. If Any provisions for delivery of Items by installments shall not be construed as making the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 obligations of this Agreement. XPLORE will notify WISTRON of the Non-performance in writingSeller severable.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant in Taiwan. All Products delivered pursuant to the terms of this Agreement shall be suitably packed pursuant to the packaging requirements set forth for shipment in the SOWAltair standard shipping cartons, marked for shipment at Customer's ship to an address designated by XPLOREas set forth on Customer Information Form in the applicable Purchase Order, and shall be routed in accordance with any attached routing instructions from Customer, and delivered to a Customer or its carrier designated agent Ex Works (Incoterms 2000) from Altair manufacturing plant or warehouse, at which time title to such Products and risk of loss shall pass to Customer. Altair shall use commercially reasonable efforts to have the Products available for shipment at the times specified either in Customer's Purchase Order or in its written acceptance of Customer's Purchase Orders, provided that in the event of conflict between any such dates, the date on Altair’s written acceptance shall control as to such conflict so long as such written acceptance has been accepted in writing by XPLORECustomer within ten (10) days following receipt of Altair’s written acceptance. If no such Customer acceptance in writing is received by Altair as described above, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order numbershall be deemed null and void. For the initial set of Purchase Orders for the Product sales identified in Exhibit A hereto a ten (10) business day grace period for late delivery shall be identified in each applicable Purchase Order. Partial shipments may be made upon written approval of Customer. No partial shipment of a Purchase Order shall constitute the acceptance of the entire Purchase Order, absent the quantity and type written acceptance of product shippedsuch Purchase Order. Unless otherwise instructed in writing by Customer, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to Altair shall select the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) . Customer shall pass to XPLORE. All pay all freight, insurance insurance, and other shipping expenses expenses, as well as the expense for any special packing as may have been requested by Customer in its written instructions to Altair. Customer shall return received shipping containers to Altair’s Anderson Indiana facility in as good condition as which they were received by Customer, less reasonable wear and tear, within twenty-one (21) calendar days of receipt in order for Altair to maintain Customer shipping schedules. All costs of returning the shipping crates to Altair shall be paid solely borne by XPLORECustomer. Items shipped after their scheduled Failure by Customer to timely return such shipping may delay subsequent deliveries from Altair at no liability to Altair. Customer agrees that no delivery pursuant to this Agreement shall be construed as a single lot contract under the Uniform Commercial Code. Remedies provided under a single lot contract shall not apply to any shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of made under this Agreement. XPLORE will notify WISTRON of the Non-performance in writing.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant in TaiwanNeither ISRI nor the Convention Center will accept advance shipments of freight. All Products delivered pursuant Exhibitor shall pay the cost of drayage for removal of such shipments from the Convention Center plus storage expenses until the Convention Center is ready to accept incoming shipments from the authorized drayage company, plus cost of xxxx- age to bring the shipment to the terms Exposition. ATTACHMENT B - EXHIBITOR SUBCONTRACTOR REQUIREMENTS As provided in Section 5 of this Agreement shall be packed pursuant attached Agreement, exhibitors utilizing independent service contractors must meet the following requirements: l The subcontractor must obtain all licenses, permits, or bonds required by Federal, state, county, and municipal governments prior to commencing work. ISRI reserves the packaging requirements right to request evidence of compliance; l The Exhibitor-appointed subcontractor must carry minimum insurance equal to that set forth in the SOW, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%section 2(f) of the Products so ordered Terms and Conditions. Proof of insurance coverage must be received by ISRI not later than February 1, 2018. A certificate of insurance as required in section 2(f) shall be provided by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product orderedcontractor and, for any reason other than a Force Majeure Event, then in addition to the additional insureds named in 2(f), shall also list ISRI’s official Exposition Service Contractor. The certificate(s) must bear the legend that "ISRI will receive 30 days' prior written notice of cancellation of, or any change to,this policy"; l Employees of the subcontractor must obtain and wear official ISRI badges while on the Exposition floor and agree to comply with all other rights security procedures; l The Exhibitor-appointed subcontractor must comply with all labor agreements and remedies practices of the Convention Center and the Exposition's Official Service Contractor and must not commit, or allow to be committed by persons in its employment, any acts that XPLORE may have at law could lead to work stoppages, strikes, or in equity, WISTRON shall (i) immediately allow XPLORE labor problems. l The Exhibitor-appointed subcontractor must fully comply with the rules and regula- tions of the Convention Center and be prepared to audit WISTRON’s order fulfillment process and discuss demonstrate such compliance to the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problemsConvention Center, and will be responsible for any noncompliance. ATTACHMENT C - EXHIBIT HALL OPERATING EQUIPMENT GUIDELINES (iiiRev. 2014-1) at XPLORE’s request, The following are guidelines for use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If in determining the aforementioned provisions do not remedy viability of operating equip- ment in the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of this Agreement. XPLORE will notify WISTRON of the Non-performance in writingexhibit hall.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant in Taiwan. All Products delivered pursuant to the terms of this Agreement shall be packed pursuant to the packaging requirements set forth in the SOW, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance Product materials and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days deliverables will be shipped by WISTRON on an expedited basis (primarily air freight) with at EntreMed's risk and cost. If EntreMed desires to ship the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) Product outside of the Products so ordered US for further processing, ". . ." TRAVEL: EntreMed will pay Chiron for travel at cost, authorized in advance by EntreMed. ADDITIONAL SERVICES: EntreMed will pay Chiron for any additional services provided by Chiron or its temporary employees at the XPLORE specified delivery daterate of ". . ." EntreMed will agree to such services in advance and in writing. In the event WISTRON fails for two consecutive calendar year quarters event, Chiron utilizes a 3rd party to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product orderedperform additional services, EntreMed will pay Chiron for any reason additional third party services at the ". . ." EntreMed will agree to such services in advance and in writing. ADDITIONAL PERMITTING FEES: No additional permitting fees are anticipated as a result of Chiron undertaking this work. If any permitting fees specific to the Product are required, such as a regulatory filing fee, EntreMed will reimburse Chiron at the ". . ." except to the extent that Chiron indicated to 66 87 [". . ." INDICATES MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] EntreMed in writing that it either possessed such permit or that such permit was not required. INCREMENTAL WASTE STREAM FEES: If the quantity of high BOD waste, generated at VMF is less than the amount generated by Chiron's other than a Force Majeure EventPichia process, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons Chiron will not charge EntreMed any incremental cost for disposal of such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failurewaste streams. If the aforementioned provisions do not remedy quantity of high BOD waste, generated at VMF is greater than the situationamount generated by Chiron's other Pichia process, XPLORE has EntreMed will pay Chiron ". . ." relative to Chiron's other Pichia process. ASSAY RESULTS USED FOR PAYMENT CRITERIA: Table 3 assay results marked "no" for payment criteria, are marked as such because these results are dependent upon EntreMed's process or cell line rather than Chiron's operation of the right to invoke the Non-performance provisions as stated in Section 12.4 of facility. For services provided under this Agreement. XPLORE , results of such assays will notify WISTRON of the Non-performance not be used for payment criteria unless otherwise mutually agreed to in writing.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant in Taiwan. All Products delivered pursuant to the terms of this Agreement shall be suitably packed pursuant to the packaging requirements set forth for shipment in the SOWAltair standard shipping cartons, marked for shipment at Customer's ship to an address designated by XPLOREas set forth on and attached hereto as Exhibit C (the "Customer Information Form") or to such other address as may be directed in any Purchase Order, and shall be routed in accordance with any attached routing instructions from Customer, and delivered to a Customer or its carrier designated agent Ex Works (Incoterms 2000) Altair manufacturing plant or warehouse, at which time title to such Products and risk of loss shall pass to Customer. Altair shall use commercially reasonable efforts to have the Products available for shipment at the times specified either in Customer's Purchase Order or in its written acceptance of Customer's Purchase Orders, provided that in the event of conflict between any such dates, the date on Altair’s written acceptance shall control as to such conflict so long as such written acceptance has been accepted in writing by XPLORECustomer within ten (10) days following receipt of Altair’s written acceptance. If no such Customer acceptance in writing is received by Altair as described above, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order numbershall be deemed null and void. For the initial set of Purchase Orders for the Product sales identified in Exhibit A hereto a ten (10) business day grace period for late delivery shall be identified in each applicable Purchase Order. Partial shipments may be made upon written approval of Customer. No partial shipment of a Purchase Order shall constitute the acceptance of the entire Purchase Order, absent the quantity and type written acceptance of product shippedsuch Purchase Order. Unless otherwise instructed in writing by Customer, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to Altair shall select the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) . Customer shall pass to XPLORE. All pay all freight, insurance insurance, and other shipping expenses expenses, as well as the expense for any special packing as may have been requested by Customer in its written instructions to Altair. Customer agrees that no delivery pursuant to this Agreement shall be paid by XPLOREconstrued as a single lot contract under the Uniform Commercial Code. Items shipped after their scheduled Remedies provided under a single lot contract shall not apply to any shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of made under this Agreement. XPLORE will notify WISTRON of the Non-performance in writing.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant Except as otherwise indicated on the Order or in Taiwanthese terms and conditions, Incoterms 2010 DDP shall apply to the shipment and delivery of the Items. All Products Items will be packed for shipment in a manner sufficient to ensure that the Items are delivered pursuant to the terms of this Agreement in an undamaged condition. No additional charge shall be packed pursuant to made for packaging, marking or storage. Buyer shall only be responsible for shipping charges if indicated on the packaging requirements set forth Order. If Buyer is responsible for shipping charges, all Items must be shipped via ground/standard service unless otherwise approved in advance by Buyer’s purchasing department or stated in the SOW, marked for shipment Order. Seller shall not “declare value” when processing shipments or otherwise select shipping insurance to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid for by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON Xxxxx unless instructed to do so on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery dateOrder. In the event WISTRON fails Seller ships contrary to the foregoing, Seller is solely responsible for two consecutive calendar year quarters excess shipping and/or insurance charges. Seller shall deliver the Items in the quantities and on the date(s) specified in the Order, and shipment quantities shall not exceed the quantities indicated on the Order without prior written approval from Buyer’s purchasing department. The parties expressly agree that timely delivery of all Items in accordance with the Order is of the essence. In the event of default or failure by Seller to deliver by so timely deliver, in addition to its other available remedies, Buyer may procure the XPLORE specified Items from other sources and Seller shall be responsible for any cost incurred in excess of the amounts to be paid under the Order. Seller shall promptly notify Buyer of any delay or of any anticipated delay in delivery date at least ninety-five percent (95%) of Product orderedthe Items, and Buyer reserves the right, without liability or waiver of any other remedies available to Buyer, to either approve a new delivery schedule or to cancel the Order, in whole or in part. If Seller’s overall production of an Item is curtailed for any reason other than a Force Majeure Eventsuch that some, then in addition to all other rights and remedies that XPLORE may have at law or in equitybut not all, WISTRON shall (i) immediately allow XPLORE to audit WISTRONof Xxxxx’s order fulfillment process and discuss may be delivered in a timely manner, Seller will offer to timely deliver a portion of Buyer’s order equal to no less than the reasons highest percentage filled for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problemsother customer similarly situated, and (iii) at XPLORE’s requestBuyer may thereafter accept or reject such partial delivery without waiving any other remedies available to Buyer, use reasonable best efforts to facilitate communication between XPLORE under these terms and any WISTRON supplier(s) that is/are causing such failureconditions or otherwise. If Any provisions for delivery of Items by installments shall not be construed as making the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 obligations of this Agreement. XPLORE will notify WISTRON of the Non-performance in writingSeller severable.

Shipping. All Purchase Prices Seller agrees: (a) to deliver notice of shipment of the goods to Buyer by Advanced Shipping Notification (ASN) for Direct Material on the same day that the goods are FCA WISTRON’s manufacturing plant shipped; (b) to properly xxxx, xxxx and ship goods in Taiwanaccordance with the requirements of Buyer, the involved carriers, and, if applicable, the country of destination; (c) to route shipments in accordance with Buyer's instructions; (d) to make no charge for handling, packaging, storage or transportation of goods, unless otherwise stated in the Contract; (e) to provide with each shipment packing slip Buyer's purchase order and/or release number and date of shipment marked thereon; (f) to properly mark each package with a label/tag according to Xxxxx's instructions; and (g) to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Buyer's instructions. All Products delivered pursuant to Seller will include on bills of lading or other shipping receipts correct classification identification marks of the terms goods shipped in accordance with Xxxxx's instructions and the carrier's requirements. The marks on each package and identification of this Agreement the goods on packing slips, bills of lading and invoices (when required) shall be packed pursuant sufficient to enable Buyer to easily identify the packaging requirements set forth in the SOWgoods purchased. For direct material, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other regular shipping expenses days shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered established by the XPLORE specified delivery dateBuyer and communicated to Seller. Seller shall comply with Xxxxx's supplements to AT-1724 (Shipping Parts Identification Label Standard) and to AT-1700 (Packaging, Identification and Global Supply Chain Requirements). Schedule or Purchase Orders take returned material into consideration. Over-shipments may be returned at Seller's expense unless prior approval from Buyer is obtained. In the event WISTRON fails for two consecutive calendar year quarters scheduled shipments are not made as requested, premium transportation charges resulting from non-conformance to deliver Buyer's shipping instructions is assumed by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition Seller. Seller must adhere to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions packaging specifications as stated on release/schedules. Seller shall not ship materials in Section 12.4 containers previously used for chemicals, cleaners, or other potentially hazardous materials. It is the responsibility of this AgreementSeller to refer to Xxxxx's website (xxx.xxxxxxxxxxxxxxxxxxx.xxx, Suppliers>Purchasing Related Forms) for the latest Transportation Routing Instructions on Form AT-101106. XPLORE Failure to comply with these Transportation Routing Instructions will notify WISTRON of the Non-performance result in writingdebiting Seller for unauthorized transportation and administrative charges that Buyer may incur.

Shipping. All Purchase Prices Buyer shall provide barges which are FCA WISTRON’s manufacturing plant suitable for loading and in Taiwanconformity with restrictions and limitations at Gramercy. All Products delivered pursuant Unless otherwise agreed by the parties in writing, and subject to the terms provision of this Agreement Section 2.3 hereof with respect to Expansion Tonnage, the deliveries of Alumina scheduled for each month shall be packed pursuant a fraction of the Annual Requirements for the Contract Year then in effect, equal to the packaging requirements set forth number of days in the SOWmonth divided by the total number of days in the Contract Year. For example, marked for shipment to an address designated by XPLORE, and delivered to if the Annual Requirements in a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number365-day year are [CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION], the quantity and type of product shippedAlumina scheduled to be delivered in a 31-day month would be approximately [CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION]. Exact quantities to be delivered each month shall be mutually agreed between the parties, including serial numbers, shall be based on the customer address and contact informationAnnual Requirements for the Contract Year then in effect, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLOREbased on the Buyer's intended barge schedule provided to Seller at least fifteen (15) days prior to commencement of each calendar quarter during the Contract Year then in effect. Items shipped after their scheduled shipment date plus 2 business days The parties will be shipped by WISTRON on an expedited basis (primarily air freight) cooperate in regard to scheduling deliveries hereunder in accordance with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7local customs and practices, WISTRON but in any event Buyer shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of this Agreement. XPLORE will notify WISTRON of the Non-performance unless otherwise agreed in writing, move its barges from the loading area as soon as reasonably possible following completion of loading. Barge loadings shall be on a Customary Quick Despatch basis.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant Each piece of Equipment shall be shipped to its final installation site determined in Taiwanthe system design document (DDP ANS III Building [H-1185 Budapest, Igló utca 33-35.] or DDP Debrecen International Airport [H-4030 Debrecen, Repülőtéri út 12.] Incoterms 2010) by Seller. All Products The Equipment shall be delivered pursuant to the terms installation sites just before installation, as storage facilities are not provided at the installation sites. The spare parts shall be delivered at the same time as other items of the Equipment. Customs clearance and/or release for free circulation of the Equipment shall be arranged by the Seller (if applicable). Furthermore the Seller shall be liable for and pay additional customs, fines, penalties or levies imposed against the Customer by the competent authorities in connection with the customs clearance and/or release for free circulation of the Equipment managed by the Seller. The Seller shall package the Equipment in a manner that prevents any and all damages and losses during transport. The packaging shall provide adequate protection against rough treatment, extreme temperature, and rainfall. The packages shall contain absorbent materials in order to prevent internal condensation. The packaging method shall ensure that any and all unauthorised openings of the packages are apparent. The contract number of this Agreement Contract shall be packed pursuant indicated on each package, and packing list of items shall be placed in each package. The delivery shall take place at a date agreed on with the Customer. The Seller is obliged to send the following information to the packaging requirements set forth in Customer’s contact person and to the SOWxxxxx@xxxxxxxxxxxxxx.xx e-mail address at least 5 (five) working days prior to delivery: Date of delivery: Relation of transport (the country from where the goods arrive to Hungary); Plate number of the truck; Plate number of the trailer; Total weight of goods; Total value of goods; Contract number (HC-201X-XXXX); Sender’s name; Sender’s VAT number; Sender’s address; Loading point; Unloading point; Customs tariff number (per item); Commercial name of goods; The particulars and contact details of the shipper and the loading personnel; Number of packages, marked for shipment to an address designated by XPLOREgross and net weight of each package, size of the packages, type and delivered to a carrier designated by XPLOREmaterial of the packaging. If, or if no carrier at the time of notification, any of the above data is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order numberunknown, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery missing data shall be sent to the carrier, risk of loss with respect Customer’s contact person and to the Products (and title to xxxxx@xxxxxxxxxxxxxx.xx e-mail address not later than the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with day before the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failureactual delivery. If the aforementioned provisions do not remedy Seller fails to send the situation, XPLORE has the right to invoke the Non-performance provisions as stated requested information specified in this Section 12.4 of this Agreement. XPLORE will notify WISTRON of the Non-performance Contract for any reason, any and all damages of the Customer and fines levied against the Customer arising from the late notification or the lack of notification shall be borne by the Seller. Any loss or damage arising from late notice or omission of notice shall be borne by Seller. The Contracting Parties expressly stipulate that all risks and expenses related to shipping (including in writingparticular but without limitation to temporary storage, loading, unloading, proper packaging, unpacking, etc.) shall be borne by Seller, and that the Fee includes all such risks and expenses.

Shipping. INSTRUCTIONS All Purchase Prices are FCA WISTRON’s manufacturing plant in Taiwanproduct must be shipped on standard 4-way, Grade A, 48" x 40" GMA hardwood, CHEP,IGPS or PECO shrink-wrapped pallets, with no product overhanging on any side of the pallet. All Products delivered pursuant to Also, the terms of this Agreement shall following must be packed pursuant to the packaging requirements set forth noted in the SOWbody of the bill of lading or freight receipt: "CARRIER: DO NOT CUT SHRINK-WRAP. DO NOT BREAK DOWN PALLET." In addition, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of all product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will must be shipped by WISTRON to Wakefern’s block & tier specifications. If your company does not have such specifications, it is your responsibility to obtain them from your Wakefern procurement contact person prior to shipment. NOTE: Any accessorial charges (e.g., detention, sort and segregate, storage, redelivery, labor) derived from vendors shipping unpalletized or incorrectly palletized freight will result in a chargeback to your company for full charges, plus administrative fees. When shipping more than one item on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall single pallet (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process each item must be sorted and discuss segregated by item on the reasons for such failure, pallet; and (ii) evaluate a packing sheet must appear on the pallet indicating the item descriptions and consider any recommendations proposed counts. Failure to adhere to this instruction when shipping multiple items on a single pallet may result in the product being refused by XPLORE Xxxxxxxx and/or a chargeback against your company for additional costs, lost sales and administrative fees. When shipping multiple Purchase Orders on a single day, each Purchase Order must be tendered to alleviate such problemsthe carrier on a separate bill of lading, and (iii) at XPLORE’s requestin a sorted and segregated manner. Two or more Purchase Orders cannot be mixed on one pallet and, use reasonable best efforts the product must be shipped in such a way that the Purchase Orders are clearly and individually identifiable. Failure to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right ship to invoke the Non-performance provisions as stated these specifications could result in Section 12.4 of this Agreement. XPLORE will notify WISTRON refusal of the Nonfreight by Xxxxxxxx and/or chargebacks to your company for additional costs, lost sales and administrative fees. Delivery appointments are required for all shipments. All Grocery Division delivery appointments are pre-arranged at time of product purchase. All General Merchandise deliveries must be pre- appointed by your company or the delivery carrier. Any delivery appointment or delivery appointment changes or confirmations must be made or confirmed by your company and/or the delivering carrier, as applicable, with the Scheduling Clerk at the locations listed below: CONSIGNEE ADDRESS TELEPHONE XXXXXX 000 Xxxx Xxxxxx, Elizabeth, NJ 00000 (000) 000-0000 00 Xxxxx Xxxx, Xxxxxx, XX 00000 (000) 000-0000 355 Davidson Mill Road, (000) 000-0000 South Brunswick, NJ 08831 0000 Xxxxxxxxxx Xxxx., Xxxxxxxxxxxxx, XX 00000 (908) 527-3369 Your company is responsible for the on- time delivery performance of any carrier it utilizes other than the carriers specified by Wakefern within or pursuant to these Instructions. Carrier failure in writing.this regard may result in chargebacks to your company for additional costs, lost sales, administrative fees and

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant in TaiwanNeither ISRI nor the Convention Center will accept advance shipments of freight. All Products delivered pursuant Exhibitor shall pay the cost of drayage for removal of such shipments from the Convention Center plus storage expenses until the Convention Center is ready to accept incoming shipments from the authorized drayage company, plus cost of xxxx- age to bring the shipment to the terms Exposition. ATTACHMENT B - EXHIBITOR SUBCONTRACTOR REQUIREMENTS As provided in Section 5 of this Agreement shall be packed pursuant attached Agreement, exhibitors utilizing independent service contractors must meet the following requirements: ⚫ The subcontractor must obtain all licenses, permits, or bonds required by Federal, state, county, and municipal governments prior to commencing work. ISRI reserves the packaging requirements right to request evidence of compliance; ⚫ The Exhibitor-appointed subcontractor must carry minimum insurance equal to that set forth in the SOW, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%section 2(f) of the Products so ordered Terms and Conditions. Proof of insurance coverage must be received by ISRI not later than February 1, 2018. A certificate of insurance as required in section 2(f) shall be provided by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product orderedcontractor and, for any reason other than a Force Majeure Event, then in addition to the additional insureds named in 2(f), shall also list ISRI’s official Exposition Service Contractor. The certificate(s) must bear the legend that "ISRI will receive 30 days' prior written notice of cancellation of, or any change to,this policy"; ⚫ Employees of the subcontractor must obtain and wear official ISRI badges while on the Exposition floor and agree to comply with all other rights security procedures; ⚫ The Exhibitor-appointed subcontractor must comply with all labor agreements and remedies practices of the Convention Center and the Exposition's Official Service Contractor and must not commit, or allow to be committed by persons in its employment, any acts that XPLORE may have at law could lead to work stoppages, strikes, or in equity, WISTRON shall (i) immediately allow XPLORE labor problems. ⚫ The Exhibitor-appointed subcontractor must fully comply with the rules and regula- tions of the Convention Center and be prepared to audit WISTRON’s order fulfillment process and discuss demonstrate such compliance to the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problemsConvention Center, and will be responsible for any noncompliance. ATTACHMENT C - EXHIBIT HALL OPERATING EQUIPMENT GUIDELINES (iiiRev. 2014-1) at XPLORE’s request, The following are guidelines for use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If in determining the aforementioned provisions do not remedy viability of operating equip- ment in the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of this Agreement. XPLORE will notify WISTRON of the Non-performance in writingexhibit hall.

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant The LNG Ship shall be provided by Buyer at its expense, for the transportation of each LNG Cargo. Seller shall, in Taiwanaccordance with Clause 8, make available, or cause to be made available, facilities for the loading of each LNG Cargo purchased hereunder in accordance with International Standards. All Products delivered pursuant Buyer shall, during the period of a Transaction, acting as a Reasonable and Prudent Operator and at no expense to Seller, cause the LNG Ship to be equipped, maintained and operated in good working order, such that Buyer is able to fulfil its obligations under the Transaction in accordance with the International Standards. Buyer warrants to the best of its knowledge and belief that throughout the period of the Transaction, the LNG Ship shall be in compliance with all applicable International Standards, and all applicable or required local laws of the countries in which such LNG Ship will call, including the Loading Port. The LNG Ship shall meet Seller’s vetting requirements and procedures (including its health, safety and environmental requirements). Buyer shall ensure that the LNG Ship is entered with a P&I Club with cover that includes one billion US Dollars (US$1,000,000,000) pollution cover. Prior to the execution of a Confirmation Notice and at the earliest convenient date, Buyer shall provide Seller with the specifications of each LNG Ship thereunder and Seller shall provide Buyer with the specifications of all relevant Seller’s Facilities, and any Terminal Rules and the Conditions of Use in respect of such Seller’s Facilities. Buyer shall use reasonable endeavours to verify as quickly as practicable (having regard to the Arrival Period in respect of each LNG Cargo) and in any event, not later than the date specified in the Confirmation Notice (if applicable), that all Conditions of Use meet the criteria specified in this Clause 7.3. Once any Conditions of Use have been expressly approved by Buyer, Seller shall ensure that the LNG Ship is not called upon to agree to any Conditions of Use other than the approved Conditions of Use. Execution of the Confirmation Notice shall be considered to constitute Buyer’s approval of all such Conditions of Use, provided that such Conditions of Use do not: (i) require any Person to act or fail to act in any manner which is prohibited or penalised under any applicable law; and (ii) impose liabilities on the LNG Ship and/or its owner which are not insured under the standard terms of P&I cover offered by P&I Clubs in the International Group of P&I Clubs. If any Conditions of Use do not satisfy any of the aforementioned conditions, the Parties shall meet and discuss in good faith what measures (if any) can be taken to allow Seller to sell and deliver any applicable LNG Cargo under the relevant Transaction, including consideration of whether Buyer could take physical delivery of such LNG Cargo at a delivery point other than the Delivery Point. Before the execution of a Confirmation Notice, both Seller and Buyer shall cooperate to ensure that each LNG Ship to be nominated in respect of an LNG Cargo thereunder is compatible in all respects with the applicable Loading Port and Seller’s Facilities at which such LNG Cargo will be loaded. Such cooperation shall, where required, include the usual ship/shore interface, timely exchange of documentation, data and information, timely resolution of items of incompatibility, both Parties acting as Reasonable and Prudent Operators, and a ship/shore compatibility meeting at the Loading Port (or Seller's nominated alternate venue) between appropriate representatives of Seller, the operator of Seller’s Facilities, Buyer and the LNG Ship owner/operator. Execution of the relevant Confirmation Notice shall constitute acknowledgement by Xxxxx and Seller that, as of the date of execution of such Confirmation Notice, the LNG Ship and the Seller’s Facilities specified in respect of each LNG Cargo thereunder are compatible with each other. Following the date of execution of a Confirmation Notice, neither Party shall (save where otherwise required to do so by applicable law) take any action that would render the LNG Ship and the Seller’s Facilities specified in respect of an LNG Cargo under the applicable Transaction incompatible with each other, and Buyer shall not permit or make any modification to the LNG Ship and Seller shall not permit or make any modification to Seller’s Facilities following such date, without the other Party’s consent (in each case, save where otherwise required to do so by applicable law). If: (i) a Party is required by applicable law to make any modification to an LNG Ship or to the Seller’s Facilities; and (ii) such modification results in the LNG Ship and the Seller’s Facilities specified in respect of an LNG Cargo being incompatible with each other, then the provisions of Clause 15 shall apply. Buyer acknowledges that at any xxxx Xxxxxx shall have the right to review its approval of the LNG Ship and/or, upon providing reasonable notice, to inspect such LNG Ship, in each case, to verify her compliance with the requirements under any applicable Transaction. If any such review or inspection demonstrates that the LNG Ship is not compliant with the requirements under any applicable Transaction, the Parties shall consult and co-operate with a view to agreeing upon a course of action which will permit such Transaction to be performed, subject always to Seller’s right to notify Buyer that the LNG Ship cannot be used until such time as it has been demonstrated to Seller’s reasonable satisfaction that such LNG Ship has been brought into compliance with all provisions of the applicable Transaction. Any LNG Ship inspections by Seller, or at Seller’s direction, under this Agreement Clause 7.5 shall be packed pursuant at Seller’s sole risk and expense. Any such inspection shall not relieve Buyer of any obligations it has to the packaging requirements set forth Seller under any Transaction. Buyer shall pay all Port Charges that are incurred in the SOWconnection with delivery of each LNG Cargo; provided, marked for shipment to an address designated by XPLOREhowever, and delivered to that such Port Charges are imposed on a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss non-discriminatory basis with respect to Seller’s other LNG buyers at the Products (and title to the Hardware included in such Products) shall pass to XPLORELoading Port. All freight, insurance and other shipping expenses shall be If any Port Charges are paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON Seller on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRONXxxxx’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7behalf, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON Xxxxx shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failurereimburse Seller accordingly. If the aforementioned provisions do LNG Ship requires assistance from, or the use in any manner of, any tugs, pilots, escort vessels or other support vessels or harbour services in connection with the safe berthing of such LNG Ship (“Marine Services”), such assistance or use shall be at the sole risk and expense of Buyer, unless agreed otherwise in the Confirmation Notice. Seller shall provide Buyer with all reasonable assistance in securing such Marine Services as Buyer or the LNG Ship may reasonably require, on terms that are comparable to those offered to Seller’s other LNG buyers at the Loading Port. However, if the assistance or use of such Marine Services would not remedy have been undertaken by Buyer under the situationnormal practices at the Loading Port, XPLORE has acting as a Reasonable and Prudent Operator, relating to an LNG vessel of approximately equal dimensions to the right LNG Ship as if such LNG vessel were loading a full cargo of LNG at such Loading Port, and: such assistance or use is requested by Seller, then any charges or expenses related to invoke such Marine Services shall be borne by Seller; or such assistance or use is requested by the Non-performance provisions as stated in Section 12.4 of this Agreementrelevant port authorities, then any charges or expenses related to such Marine Services shall be borne equally by Seller and Buyer. XPLORE will notify WISTRON Buyer shall ensure that the LNG Ship gives Seller the following notices mentioning its ETA at the PBS of the Non-performance applicable Loading Port: on departure from the port of origin (unless such departure occurs prior to the nomination of such LNG Ship in writing.respect of the applicable LNG Cargo);

Shipping. All Purchase Prices are FCA WISTRON’s manufacturing plant The LNG Ship shall be provided by Seller at its expense, for the transportation of each LNG Cargo. Buyer shall, in Taiwanaccordance with Clause 8, make available, or cause to be made available, facilities for the unloading of each LNG Cargo purchased hereunder in accordance with International Standards. All Products delivered pursuant Seller shall, during the period of a Transaction, acting as a Reasonable and Prudent Operator and at no expense to Buyer, cause the LNG Ship to be equipped, maintained and operated in good working order, such that Seller is able to fulfil its obligations under the Transaction in accordance with International Standards. Seller warrants to the best of its knowledge and belief that throughout the period of the Transaction, the LNG Ship shall be in compliance with all applicable International Standards, and all applicable or required local laws of the countries in which such LNG Ship will call, including the Discharge Port. The LNG Ship shall meet Buyer’s vetting requirements and procedures (including its health, safety and environmental requirements). Seller shall ensure that the LNG Ship is entered with a P&I Club with cover that includes one billion US Dollars (US$1,000,000,000) pollution cover. Prior to the execution of a Confirmation Notice and at the earliest convenient date, Seller shall provide Buyer with the specifications of each LNG Ship thereunder and Buyer shall provide Seller with the specifications of all relevant Buyer’s Receiving Facilities, and any Terminal Rules and the Conditions of Use in respect of such Buyer’s Receiving Facilities. Seller shall use reasonable endeavours to verify as quickly as practicable (having regard to the Arrival Period in respect of each LNG Cargo) and in any event, not later than the date specified in the Confirmation Notice (if applicable), that all Conditions of Use meet the criteria specified in this Clause 7.3. Once any Conditions of Use have been expressly approved by Seller, Buyer shall ensure that the LNG Ship is not called upon to agree to any Conditions of Use other than the approved Conditions of Use. Execution of the Confirmation Notice shall be considered to constitute Seller’s approval of all such Conditions of Use, provided that such Conditions of Use do not: (i) require any Person to act or fail to act in any manner which is prohibited or penalised under any applicable law; and (ii) impose liabilities on the LNG Ship and/or its owner which are not insured under the standard terms of P&I cover offered by P&I Clubs in the International Group of P&I Clubs. If any Conditions of Use do not satisfy any of the aforementioned conditions, the Parties shall meet and discuss in good faith what measures (if any) can be taken to allow Seller to sell and deliver any applicable LNG Cargo under the relevant Transaction, including consideration of whether Buyer could take physical delivery of such LNG Cargo at a delivery point other than the Delivery Point. Before the execution of a Confirmation Notice, both Seller and Buyer shall cooperate to ensure that each LNG Ship to be nominated in respect of an LNG Cargo thereunder is compatible in all respects with the applicable Discharge Port and Buyer’s Receiving Facilities at which such LNG Cargo will be delivered. Such cooperation shall, where required, include the usual ship/shore interface, timely exchange of documentation, data and information, timely resolution of items of incompatibility, both Parties acting as Reasonable and Prudent Operators, and a ship/shore compatibility meeting at the Discharge Port (or Buyer's nominated alternate venue) between appropriate representatives of Buyer, the operator of Buyer’s Receiving Facilities, Seller and the LNG Ship owner/operator. Execution of the relevant Confirmation Notice shall constitute acknowledgement by Xxxxx and Seller that, as of the date of execution of such Confirmation Notice, the LNG Ship and the Buyer’s Receiving Facilities specified in respect of each LNG Cargo thereunder are compatible with each other. Following the date of execution of a Confirmation Notice, neither Party shall (save where otherwise required to do so by applicable law) take any action that would render the LNG Ship and the Buyer’s Receiving Facilities specified in respect of an LNG Cargo under the applicable Transaction incompatible with each other, and Seller shall not permit or make any modification to the LNG Ship and Buyer shall not permit or make any modification to Buyer’s Receiving Facilities following such date, without the other Party’s consent (in each case, save where otherwise required to do so by applicable law). If: (i) a Party is required by applicable law to make any modification to an LNG Ship or to the Buyer’s Receiving Facilities; and (ii) such modification results in the LNG Ship and the Buyer’s Receiving Facilities specified in respect of an LNG Cargo being incompatible with each other, then the provisions of Clause 15 shall apply. Seller acknowledges that at any time Buyer shall have the right to review its approval of the LNG Ship and/or, upon providing reasonable notice, to inspect such LNG Ship, in each case, to verify her compliance with the requirements under any applicable Transaction. If any such review or inspection demonstrates that the LNG Ship is not compliant with the requirements under any applicable Transaction, the Parties shall consult and co-operate with a view to agreeing upon a course of action which will permit such Transaction to be performed, subject always to Buyer’s right to notify Seller that the LNG Ship cannot be used until such time as it has been demonstrated to Buyer’s reasonable satisfaction that such LNG Ship has been brought into compliance with all provisions of the applicable Transaction. Any LNG Ship inspections by Buyer, or at Buyer’s direction, under this Agreement Clause 7.5 shall be packed pursuant at Buyer’s sole risk and expense. Any such inspection shall not relieve Seller of any obligations it has to the packaging requirements set forth Buyer under any Transaction. Seller shall pay all Port Charges that are incurred in the SOWconnection with delivery of each LNG Cargo; provided, marked for shipment to an address designated by XPLOREhowever, and delivered to that such Port Charges are imposed on a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss non-discriminatory basis with respect to Buyer’s other LNG sellers at the Products (and title to the Hardware included in such Products) shall pass to XPLOREDischarge Port. All freight, insurance and other shipping expenses shall be If any Port Charges are paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON Xxxxx on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRONSeller’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7behalf, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON Seller shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failurereimburse Buyer accordingly. If the aforementioned provisions do LNG Ship requires assistance from, or the use in any manner of, any tugs, pilots, escort vessels or other support vessels or harbour services in connection with the safe berthing of such LNG Ship (“Marine Services”), such assistance or use shall be at the sole risk and expense of Seller, unless agreed otherwise in the Confirmation Notice. Buyer shall provide Seller with all reasonable assistance in securing such Marine Services as Seller or the LNG Ship may reasonably require, on terms that are comparable to those offered to Buyer’s other LNG sellers at the Discharge Port. However, if the assistance or use of such Marine Services would not remedy have been undertaken by Seller under the situationnormal practices at the Discharge Port, XPLORE has acting as a Reasonable and Prudent Operator, relating to an LNG vessel of approximately equal dimensions to the right LNG Ship as if such LNG vessel were unloading a full cargo of LNG at such Discharge Port, and: such assistance or use is requested by Buyer, then any charges or expenses related to invoke such Marine Services shall be borne by Buyer; or such assistance or use is requested by the Non-performance provisions as stated in Section 12.4 of this Agreementrelevant port authorities, then any charges or expenses related to such Marine Services shall be borne equally by Buyer and Seller. XPLORE will notify WISTRON Seller shall ensure that the LNG Ship gives Buyer the following notices mentioning its ETA at the PBS of the Non-performance applicable Discharge Port: on departure from the Loading Port (unless such departure occurs prior to the nomination of such LNG Ship in writing.respect of the applicable LNG Cargo);

Shipping. All Purchase Prices Buyer shall provide barges which are FCA WISTRON’s manufacturing plant suitable for loading and in Taiwanconformity with restrictions and limitations at Gramercy. All Products delivered pursuant Unless otherwise agreed by the parties in writing, and the deliveries of Alumina scheduled for each month shall be a fraction of the Annual Requirements for the Contract Year then in effect, equal to the terms number of this Agreement shall be packed pursuant to the packaging requirements set forth days in the SOWmonth divided by the total number of days in the Contract Year. For example, marked for shipment to an address designated by XPLORE, and delivered to if the Annual Requirements in a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number365-day year are [CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION], the quantity and type of product shippedAlumina scheduled to be delivered in a 31-day month would be approximately [CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION]. Exact quantities to be delivered each month shall be mutually agreed between the parties, including serial numbers, shall be based on the customer address and contact informationAnnual Requirements for the Contract Year then in effect, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLOREbased on the Buyer's intended barge schedule provided to Seller at least fifteen (15) days prior to commencement of each calendar quarter during the Contract Year then in effect. Items shipped after their scheduled shipment date plus 2 business days The parties will be shipped by WISTRON on an expedited basis (primarily air freight) cooperate in regard to scheduling deliveries hereunder in accordance with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7local customs and practices, WISTRON but in any event, Buyer shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery date. In the event WISTRON fails for two consecutive calendar year quarters to deliver by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 of this Agreement. XPLORE will notify WISTRON of the Non-performance unless otherwise agreed in writing, move its barges from the loading area as soon as reasonably possible following completion of loading. Barge loadings shall be on a Customary Quick Dispatch basis.

Shipping. All Purchase Prices Unless otherwise expressly provided, Seller will be obligated to make delivery FOB JSSI's premises as designated and to comply with JSSI's shipping and routings instructions Seller will indicate plainly the PO number and PO line number on all bills of lading, invoices, and freight bills. Each package or shipment must contain a memorandum showing Seller's name, contents of package, and PO number. When multiple containers are FCA WISTRONused, the packing list will show the items in each container. Multiple containers will be numbered consecutively, for example, 1 of 4, 2 of 4, etc. Partial shipments must be identified as such on shipping memoranda and invoices. When shipping, Seller will make no declaration of value to carrier except where shipment is subject to released value rating in accordance with applicable export requirements. If JSSI requires or requests Seller to apply JSSI specified bar codes or UID on the packing sheets and/or Goods containers, then Seller agrees the bar codes are for JSSI’s manufacturing plant use and Seller will obtain approval or license from the patent holder, if applicable. Seller agrees to indemnify and hold JSSI harmless from any damages, costs, attorney fees, etc., that arise out of any use by Seller of the JSSI specified bar codes other than as provided herein. If specifically authorized in Taiwanwriting by JSSI to ship items to a third party (Drop Shipment), a copy of all documentation for Drop Shipments must be forwarded to JSSI upon shipment of Goods to final destination. All Products delivered pursuant Shipment information will include weigh bill and tracking number. PARTS CERTIFICATION DOCUMENTS ARE REQUIRED WITH ALL SHIPMENTS. ACCEPTABLE DOCUMENTS INCLUDE FAA 8130-3, MANUFACTURER’S CERTIFICATE OF CONFORMANCE, EASA FORM ONE, AND FAA 145 SERVICEABLE TAGS. WARRANTY. If this PO is issued under an LTA, the warranty terms in such LTA will apply. Otherwise, seller warrants that the Goods will conform to specifications in this PO and be free from defects in design (except if design is provided by JSSI), materials, workmanship, defects in title and any claims of any third parties for the longer of (i) 30 months following JSSI’s receipt of the Goods, or (ii) Seller’s standard warranty for such Goods. JSSI may, at its option, either (i) return defective or nonconforming Goods for credit or refund (without Seller having any right to furnish conforming Goods), (ii) require payment of related labor and freight cost, (iii) require prompt replacement or correction of the defective or nonconforming Goods, or (iv) have the defective item(s) corrected or replaced at Seller's expense and deduct the cost thereof from any monies due Seller. Such Goods will be held for Seller's instructions and at its risk, or at JSSI's option, will be returned at Seller's risk. The return to Seller of any defective or nonconforming Goods and delivery to JSSI of any corrected or replaced Goods will be at Seller's expense. JSSI's packing sheet, which accompanies Goods returned, will indicate whether Goods are to be corrected, replaced or credited to JSSI. No Goods thus returned will be replaced or corrected by Seller without JSSI's written instructions. Goods that have been rejected or required to be corrected will not thereafter be tendered for acceptance unless the former rejection or correction requirement is disclosed in writing. The obligations of this Paragraph will survive the cancellation, termination, or completion of this PO. The terms of this Agreement shall be packed pursuant section are not intended to the packaging requirements set forth in the SOW, marked for shipment to an address designated by XPLORE, and delivered to a carrier designated by XPLORE, or if no carrier is designated by XPLORE to a carrier chosen by WISTRON, F.O.B., WISTRON’s manufacturing plant. XPLORE requires a shipment acknowledgment via FAX or Email attachment which contains the Purchase Order number, the quantity and type of product shipped, including serial numbers, the customer address and contact information, and shipment carrier with tracking numbers. Upon delivery to the carrier, risk of loss with respect to the Products (and title to the Hardware included in such Products) shall pass to XPLORE. All freight, insurance and other shipping expenses shall be paid by XPLORE. Items shipped after their scheduled shipment date plus 2 business days will be shipped by WISTRON on an expedited basis (primarily air freight) with the surcharge for such expedited delivery being at WISTRON’s sole expense. Provided that XPLORE places orders for Products for delivery within the applicable Lead Times as per Section 4.7, WISTRON shall, in the aggregate during each calendar quarter, deliver at least ninety-five percent (95%) of the Products so ordered by the XPLORE specified delivery datecontrol third party claims against JSSI. In the event WISTRON fails for two consecutive calendar year quarters of third party claims against JSSI relating to deliver Goods furnished pursuant to this PO, the obligations of Seller to JSSI are controlled by the XPLORE specified delivery date at least ninety-five percent (95%) of Product ordered, for any reason other than a Force Majeure Event, then in addition to all other rights and remedies that XPLORE may have at law or in equity, WISTRON shall (i) immediately allow XPLORE to audit WISTRON’s order fulfillment process and discuss the reasons for such failure, (ii) evaluate and consider any recommendations proposed by XPLORE to alleviate such problems, and (iii) at XPLORE’s request, use reasonable best efforts to facilitate communication between XPLORE and any WISTRON supplier(s) that is/are causing such failure. If the aforementioned provisions do not remedy the situation, XPLORE has the right to invoke the Non-performance provisions as stated in Section 12.4 INDEMNITY paragraph of this Agreement. XPLORE will notify WISTRON of the Non-performance in writingPO.