Common use of Forecast Clause in Contracts

Forecast. At the outset of this Agreement Appendix A (Products) will identify those Products that have supply limitations and may set monthly and/or yearly maximum quantities based upon such limitations and Purchaser’s historical share of such Products, which thereafter may be updated with reasonable notice to Purchaser. Purchaser will provide Supplier a non-binding Forecast each quarter for its forecasted needs for Product prepared on a thirty-six (36) month rolling basis. Where no Forecast for a Product exists, Supplier may accept and fill any Orders based on product availability, standard lead times (as set out in Parent’s systems or SpinCo’s systems, as applicable), and production schedules as of the time of Order. Any portion of a Forecast that is within one hundred and twenty (120) days will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate from the firm portion of a Forecast. Except as otherwise provided herein, a Forecast is not a contractual obligation of either Party. The Parties will meet four (4) times per year to review Product availability, inventory levels, raw material, and any non-working inventory and arrange for a financial settlement of incurred costs to the extent that Purchaser’s placed Orders did not adhere to the binding portion of a Forecast. If, twelve months prior to the anticipated expiration or termination of this Agreement, Purchaser has failed to obtain a Governmental Approval that is required with respect to a Regulated Product being supplied at that time under this Agreement despite having taken reasonable and timely steps to obtain such Governmental Approval, the portion of the most recent Forecast relating to such Regulated Products that is within twelve (12) months of such anticipated expiration or termination of this Agreement will be considered binding on both Parties and Orders will be placed accordingly unless the Parties mutually agree to deviate from the firm portion of a Forecast; provided, that, this sentence does not apply to PFAS Products, which are governed by Section 3.4(b). If the Parties identify potential supply limitations or other capacity constraints in connection with the Forecast or the mutually agreed purchase schedule, the Parties (coordinated via the SA Contacts) will discuss in good faith commercially reasonable alternatives to address such capacity constraints.

Forecast. At NCR will use commercially reasonable efforts to provide Supplier on monthly basis with an estimate of anticipated requirements for Supplier’s Hardware by providing a 9 to 12 month rolling forecast. Such forecasts (“Forecasts”) and any other estimates provided to Supplier by NCR are for planning purposes only and may not in any way be construed as an order or binding purchase commitment or representation of NCR. Supplier will use commercially reasonable efforts to plan and align resources required to meet the outset Forecast. Supplier will provide NCR with notice of this Agreement Appendix A inability to meet a Forecast in writing as soon as Supplier becomes aware of any such inability. On a monthly basis, NCR commits to purchase Excess Material from the Supplier, provided that NCR’s obligation to purchase Excess Material shall not exceed the amount of Excess Material needed to fulfill NCR’s Forecast also considering the applicable lead times for such Parts. NCR has the option to buy-back the Excess Material or pay inventory carrying cost (Productsat [*****]) will identify those Products for the next [*****] and NCR has to buy-back the material at the end of the that [*****] period. “Excess Material” means Parts that have supply limitations been in Supplier’s inventory for more than [*****] which were purchased or manufactured by the Supplier based on NCR’s Forecasts. 2.2 Ordering. NCR may place purchase orders for Products (“Order(s)”) with Supplier in accordance with lead time as set forth in Schedule B. NCR will have no obligation to purchase any Products hereunder until an Order for Products has been placed with Supplier. Supplier may reject any Order by delivering a rejection notice to NCR within five (5) business days after receipt of the Order. Otherwise, the Order will be deemed accepted by Supplier. Orders are deemed conforming (and may not be rejected by Supplier) if a) the delivery dates are based on agreed lead times, and b) the quantity is within the limits set monthly and/or yearly maximum forth in the Forecast or within the quantity flexibility limits described below, and c) Orders are based on the price agreed by the parties. Where the Order is for EOL (as defined in Section 2.6 below) Parts or consigned Parts, for which Parts are available to Supplier on commercially reasonable terms, Supplier will accept the Order and fulfill NCR’s Requirements in a timely fashion. 2.2.1 NCR will have quantity flexibility on delivery schedule within its Orders in the percentages set forth below. NCR may pull in or push out a shipment date for a part of an Order only within the limits set forth below. For NCR’s reschedule request outside the bands set below, the parties will agree any additional costs. For the avoidance of doubt this section 2.2.1 applies to Hardware which has continuous and ongoing demand under normal forecasting conditions. Days Before Shipment [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] NCR Confidential Supplier will use commercially reasonable efforts to accommodate upside and downside requests in excess of the percentages indicated above. Before charging a premium or other fee associated with a flexibility action outside of the parameters above, Supplier will notify NCR in writing, and NCR may accept the premium or fee or the excess Hardware will be subject to standard lead time. If downside quantity can’t be consumed, USI will report to NCR for NCR’s assistance. 2.2.2 Notwithstanding anything to the contrary in this Section 2, for any Part having an unusually long lead time, the parties may agree on quantities based upon such limitations that Supplier will stock and PurchaserNCR’s historical share of such Products, which thereafter liability for Parts required to fulfill NCR’s Orders. Such agreement may be updated with reasonable notice to Purchaser. Purchaser will provide Supplier a non-binding Forecast each quarter for its forecasted needs for Product prepared on a thirty-six (36) month rolling basis. Where no Forecast for a Product existsevidenced by emails, Supplier may accept and fill any Orders based on product availability, standard lead times (as set out in Parent’s systems or SpinCo’s systems, as applicable), and production schedules as of provided that the time of Order. Any portion of a Forecast that agreement by both parties is within one hundred and twenty (120) days will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate from the firm portion of a Forecast. Except as otherwise provided herein, a Forecast is not a contractual obligation of either Partyclear. The Parties will meet four (4) times per year to review Product availabilityinitial list of long lead time components, inventory levelsif any, raw material, and any non-working inventory and arrange for a financial settlement of incurred costs is attached on Schedule F. 2.2.3 Notwithstanding anything to the extent that Purchaser’s placed Orders did not adhere to the binding portion of a Forecast. If, twelve months prior to the anticipated expiration or termination of contrary in this Agreement, Purchaser has failed NCR will have no liability to obtain a Governmental Approval that is required with respect to a Regulated Product being supplied at that time under this Agreement despite having taken reasonable and timely steps to obtain such Governmental Approval, the portion of the most recent Forecast relating to such Regulated Supplier for (i) Products that is within twelve (12) months of such anticipated expiration or termination of this Agreement will be considered binding on both Parties and Orders will be placed accordingly unless the Parties mutually agree fail to deviate from the firm portion of a Forecast; provided, that, this sentence does not apply to PFAS Products, which are governed by Section 3.4(b). If the Parties identify potential supply limitations or other capacity constraints in connection comply with the Forecast warranties on delivery or the mutually agreed purchase schedule, the Parties (coordinated via the SA Contactsii) will discuss in good faith commercially reasonable alternatives to address such capacity constraints.Product that are reused or resold by Supplier. 2.3

Forecast. At Purchaser shall, no later than the outset third day of this Agreement Appendix A each month (Products) will identify those Products that have supply limitations in Foxconn’s time zone), monthly provide and may set monthly and/or yearly maximum quantities based upon such limitations and Purchaser’s historical share of such Products, which thereafter may be updated with reasonable notice to Purchaser. Purchaser will provide Supplier a non-binding Forecast each quarter for its forecasted needs for Product prepared on a thirty-update rolling six (366) month rolling basis. Where no Forecast for a Product exists, Supplier may accept and fill any Orders months forecasts to Foxconn based on product availabilityits anticipated monthly demands for Products (“Forecast”) and Foxconn shall be authorized to purchase the Components, standard considering (i) their respective lead times (“Component Lead Time”), and (ii) production lead time and logistics lead time of the Product. For greater clarity, Purchaser hereby agrees and authorizes that Foxconn may purchase Components in accordance with (i) the volume of Product as set out in Parentthe Forecast, and (ii) the minimum order quantity requirement of certain Components requested by the respective Component vendors (“Component’s systems or SpinCo’s systems, as applicableMOQ”), whichever is greater, provided that Foxconn shall provide Airspan with the list relating to such Component’s MOQ, Component’s lead times and production schedules as Component classification. Foxconn shall (i) provide Purchaser with a list of Components which are subject to Component’s MOQ requirements, and will update that list upon any changes in any Component’s MOQ requirements, and (ii) weekly provide and update the time quantity of Order. Any portion of a Forecast that is within one hundred Components purchased and twenty (120) days will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate ordered by Foxconn from the firm portion of a Forecast. Except as otherwise provided hereinrelated suppliers in accordance with this Section 6.1, a Forecast is not a contractual obligation of either Party. The Parties will meet four (4) times per year to review Product availabilitywhether the Components are received by Foxconn or not, inventory levels, raw material, and any non-working inventory and arrange for a financial settlement of incurred costs to the extent that Purchaser’s placed Orders did not adhere to the binding portion of a Forecast. If, twelve months prior to the anticipated expiration or termination of this Agreement, Purchaser has failed to obtain a Governmental Approval that is required with respect to a Regulated Product being supplied at that time under this Agreement despite having taken reasonable and timely steps to obtain such Governmental Approval, the portion of the most recent Forecast relating to such Regulated Products that is within Components’ lead times exceeds twelve (12) months weeks. Any Forecasts provided by Purchaser are for planning purposes only and do not constitute a commitment by Purchaser to purchase the quantities of such anticipated expiration or termination Product listed on a given Forecast, subject to Purchaser’s performance of its responsibility of E&O Inventory as set out in Section 7 of this Agreement will Agreement. In the event that Purchaser shall fail to provide a Forecast prior to an appropriate date considering the mutually scheduled mass production date as well as Component Lead Time, Purchaser shall provide to Foxconn an authorization letter (“Authorization”) for Foxconn to purchase the Components in accordance with the volume of Product or Components specified in said Authorization. For removal of doubts, Purchaser hereby acknowledges and agrees that said Authorization shall be considered binding on both Parties deemed as certain Forecast of Product and Orders will be placed accordingly unless the Parties mutually agree to deviate from the firm portion of a Forecast; provided, that, this sentence does not Section 7 hereof shall apply to PFAS Products, which are governed by Section 3.4(b)the Components purchased in accordance with such Authorization. If the Parties identify potential supply limitations or other capacity constraints in connection with the Forecast or the mutually agreed purchase schedule, the Parties (coordinated via the SA Contacts) will discuss in good faith commercially reasonable alternatives to address such capacity constraints.Foxconn PROPRIETARY & CONFIDENTIAL