Common use of Purchase Orders Clause in Contracts

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor (i) in the case of formal written Purchase Orders, when placed in the mail or electronically transmitted prior to the termination of the contract period, Contract and addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationNotification or (ii) in the case of electronic Purchase Orders or Purchasing Card purchases, when electronically transmitted to the Contractor prior to the termination of the Contract. All Purchase Orders issued pursuant to Contracts a Contract let by the Commissioner must bear be identified with the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any shall be deemed to incorporate the terms and conditions set forth in this Contract by reference. Any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an The Purchase Order shall indicate the address for delivery of the Product. Authorized User add written terms shall confirm pricing, supported hardware platforms and conditions model availability with Contractor prior to placement of orders. Contractor’s order form shall, at a minimum, contain the Purchase Order that conflict with the terms NYS Product reference number, license type, price, and conditions of the Contractmust separately itemize quantities for software, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms documentation, and conditions in good faith with the Authorized User, or fulfill the Purchase Orderservices. Notwithstanding the above, the Authorized User The State reserves the right to dispute require any discrepancies arising other information from the presentation of additional terms and conditions with Contractor which the ContractorState deems necessary in order to verify any Purchase Order placed under the Contract. If, with respect to an Agency Specific Contract agency specific contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation canceling of such requirement by the OGS Commissioner with with, at the OGS Commissioner’s discretion, a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts a Contract let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized 2.1 These Terms and Conditions apply to each Purchase Order. Any additional or different terms proposed by Customer (including any general terms and condition of purchase by Customer) that the Customer seeks to impose or incorporate are expressly rejected, regardless of whether the Customer refers to those terms in a request for a quotation, other communication addressed to Seller or otherwise, and shall not be binding upon Seller unless expressly accepted in writing by Seller’s authorized representative with specific reference to this clause. 2.2 Customer may submit Purchase Orders for Products and Services to the Commissioner, no Product is Seller. Each Purchase Order shall be deemed to be delivered a separate offer by Customer to purchase Products or furnished Services on the terms of this Agreement, which Seller shall be entitled to accept or reject at its discretion – also if a quotation from Seller is followed by Contractor until transmittal of an official a Purchase Order from Customer. A Purchase Order shall only be agreed, and an Agreement shall only be formed, upon the Authorized Useroccurrence of the earlier of (a) Seller confirming a Purchase Order issued by the Customer in writing, or (b) Seller starting the execution of such Purchase Order. Unless terminated or cancelled pursuant Without prejudice to the authority vested in foregoing, the Commissioner, Seller may require the Customer to order a minimum quantity or order value of Products per Purchase Order. 2.3 Purchase Orders shall may not be effective and binding upon the Contractor when placed in the mail amended, cancelled or electronically transmitted rescheduled without Seller’s prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationwritten consent. All Purchase Orders issued pursuant to Contracts let by must be given in writing and must identify the Commissioner must bear the appropriate Contract number andProducts and Services, if necessaryunit quantities, required State approvals. As deemed necessarypart numbers, the Authorized User may confirm pricing applicable prices and other Product information with the Contractor prior to placement requested delivery dates of the Purchase OrderProducts or Services being purchased. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor Seller may designate certain Products and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentServices as non-cancelable and non- returnable (“NCNR”) at its discretion, and the Contract terms sale of such Products shall be resolved in favor of the terms most favorable subject to the Authorized User. Should an Authorized User add written any special terms and conditions contained in Seller’s confirmation to the a Purchase Order that conflict with the or an NCNR letter (as applicable), which shall prevail and supersede any inconsistent terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written contained herein or elsewhere. Unless Customer promptly rejects any such special terms and conditions conditions, these shall be deemed accepted. Pre-Fabricated Products are non-cancelable and non-returnable in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceevent.

Purchase Orders. Unless 2.1. Deliveries of the Goods are only to be made upon the Supplier’s receipt of a valid purchase order of the Buyer. Purchase orders of the Buyer are only binding if they are placed by the Buyer in writing or electronically or if they have been confirmed by the Buyer in writing or electronically after the purchase order has been placed orally or by telephone, quoting the purchase order number. The same written confirmation requirements apply to oral ancillary arrangements or subsequent changes of the purchase order. Acceptance of the purchase order by the Supplier has to be made on the form provided for this purpose on the purchase order, unless otherwise authorized agreed upon in writing by the CommissionerParties. 2.2. The Buyer is entitled to cancel any purchase order free of charge unless and until the Supplier provides written acceptance of such purchase order. 2.3. The correct and relevant purchase order number for the Buyer must be stated in all Supplier correspondence, no Product is invoices and shipping documents. 2.4. After the Supplier’s acceptance of this Agreement, the Supplier shall accommodate and accept all reasonable changes to the purchase order requested by the Buyer in writing. Any claim for an increase in price or for an extension of the delivery date of the Goods caused by any such Buyer- requested change shall be delivered or furnished made by Contractor until transmittal of an official Purchase Order the Supplier within 10 days from the Authorized UserSupplier’s receipt of information necessary to make such change. Unless terminated No increase in price or cancelled pursuant extension of delivery date of the Goods shall be binding unless agreed to in writing by the Parties. 2.5. The Supplier is not entitled to subcontract its performance of this Agreement, including the delivery or production of the Goods as a whole or in significant part without the prior written approval of the Buyer. 2.6. The Supplier represents and warrants that both the delivery of spare and replacement parts for the Goods can be supplied to the authority vested in Buyer for 15 years from the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination original delivery of the contract period, addressed Goods on reasonable terms. If the Supplier intends to cease the Contractor at the address for receipt manufacture or delivery of orders set forth in the Contract spare or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement replacement parts after expiry of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the fixed period above, the Authorized User reserves Supplier is obliged to inform the right Buyer of this immediately in writing, giving the Buyer the opportunity to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, place a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricefinal order.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is A Purchase Order shall be deemed to be delivered received on the Business Day on which it is placed provided that the Order is placed in “proper form” (as defined in the Prospectus) prior to Order Cut-Off Time on such date, and cash in the appropriate amount is deposited with the Fund’s custodian by 1:00 p.m. Eastern Time or furnished such other time as designated by Contractor until transmittal of an official such custodian on settlement date. If the Order is not placed in proper form by Order Cut-Off Time or federal funds in the appropriate amount are not received by 1:00 p.m. Eastern Time on settlement date, then the Order may be deemed to be rejected and the Participant shall be liable to the Fund for losses, if any, resulting therefrom. If the Participant has submitted a Purchase Order from in proper form but is unable to deliver all or part of the Authorized User. Unless terminated Deposit Securities at or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination time specified by the Fund or its custodian, an additional amount of cash shall be required to be deposited with the Fund, pending delivery of the contract periodmissing Deposit Securities, addressed to the Contractor extent necessary to maintain an amount of cash on deposit with the Fund at least equal to 105% of the address for receipt daily marked to market value of orders set forth in the Contract or in missing Deposit Securities (the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let “Additional Cash Deposit”), which percentage may be changed by the Commissioner Fund from time to time. The Additional Cash Deposit, which shall be in addition to the delivery of the available Deposit Securities and Cash Component by the Participant, must bear be delivered no later than the appropriate Contract number anddate and time specified by the Fund or its custodian, if necessary, required State approvalsand shall be held by such custodian and marked-to-market daily. As deemed necessaryThe Fund may use the Additional Cash Deposit to purchase the missing Deposit Securities at any time without prior notice to the Participant. In the event that the Additional Cash Deposit is not paid, the Authorized User Fund may confirm pricing use the cash on deposit to purchase the missing Deposit Securities. The Participant will be liable to the Fund for any and other Product information all expenses and costs incurred by such Fund in connection with the Contractor prior to placement any such purchases, including fees of the Purchase Order. The State reserves Transfer Agent or custodian in respect of the right to require any other information from delivery, maintenance and redelivery of the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentAdditional Cash Deposit, and the Contract terms Participant shall be resolved in favor liable to the Fund for any shortfall between the cost to the Fund of purchasing any missing Deposit Securities and the value of the terms most favorable Additional Cash Deposit including, without limitation, liability for related brokerage, borrowings and other charges. These costs will be deemed to include the Authorized User. Should an Authorized User add written terms and conditions to amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not was deemed received by the Contractor within two weeks after Distributor, plus the issuance of a Contract Award Notification, it is the responsibility brokerage and related transaction costs associated with such purchases. The Fund will return any unused portion of the Contractor Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Fund’s custodian or purchased by the Fund and deposited into the Fund. The Fund shall charge, and the Participant agrees to request in writing that pay to the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of timeFund, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, applicable transaction fee and any additional fees prescribed in the discretion Prospectus. The delivery of Creation Units of the OGS Commissioner and without cost to Fund so created will occur no later than the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricesettlement date.

Purchase Orders. Unless otherwise authorized (a) Only Eligible Participants may submit Purchase Orders and acquire Trust Certificates from the Trust, in writing each case in accordance with this Agreement. Eligible Participants wishing to acquire Trust Certificates must place an order (a “Purchase Order”) with the Trust Administrator (or its appointed delegee, including the Trust Services Provider) which specifies the form of Trust Certificate pursuant to such Purchase Order. Purchase Orders received by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted Trust Administrator on a Business Day prior to the termination of Order Cutoff Time will have that Business Day as the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationOrder Date. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks Trust Administrator on a Business Day on or after the issuance of Order Cutoff Time, or on a Contract Award Notificationday that is not a Business Day, it is will not be accepted unless the responsibility of the Contractor to request in writing Trust Administrator informs such Eligible Participant that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Trust Administrator will process such Purchase Order is not received within a reasonable period of time, on the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in next Business Day at the discretion of the OGS Commissioner Trust Administrator. As consideration for the Trust Units to be acquired pursuant to a Purchase Order, an Eligible Participant must Deliver the Underlying Share Amount corresponding to such Purchase Order. Only whole numbers of Underlying Shares, with a minimum Purchase Order of at least the Minimum Amount, will be accepted. The Trust Administrator and without cost the Trust shall have no liability for any loss of Underlying Shares occurring prior to the State, result in Delivery of Underlying Shares to the cancellation of such requirement Custodian by the OGS Commissioner Eligible Participant (and for the avoidance of doubt, shall have no liability for any loss of Underlying Shares while held by the Custodian, except to the extent of gross negligence or willful misconduct by the Trust Administrator, in each case as finally adjudicated by a court of competent jurisdiction). (b) All Underlying Shares Delivered to the Trust as part of a Purchase Order and any other Trust Property shall be owned by the Trust and held for the Trust by the Custodian. (c) After the initial deposit of Underlying Shares, Deliveries of Trust Certificates will take place in compliance with a corresponding reduction in the Contract quantity provisions of this Agreement, as supplemented by any procedures attached to the Custody Agreement and pricethe applicable Depositor Agreement, to the extent those procedures are consistent with this Agreement.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor‘s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to, and including the Expiration Date of this Contract, are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. c. The University and the Contractor to request in writing that the appropriate Authorized User forward specifically agree as follows: (1) Upon receipt of a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order that is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. (2) The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. (3) Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. Unless otherwise authorized In connection with the Original PUMA Agreement Date and thereafter not later than ten (10) Business Days prior the first date of each Calendar Quarter, Seller will provide to Buyer a tranche notice substantially in the form hereto attached as Exhibit G (each, a “Tranche Notice”), which shall contain the aggregate System Capacity of the Facilities which are to be installed in connection with the applicable PPAs set forth in Annex D hereof that Seller expects will be included in a Tranche and that Seller reasonably expects will satisfy the applicable Deposit Milestones in such Calendar Quarter. So long as no Seller Default has occurred and is continuing hereunder, Buyer will, within five (5) Business Days of such notice, submit to Seller a Purchase Order for such Facilities. So long as no Buyer Default has occurred and is continuing hereunder, Seller shall promptly accept each such Purchase Order by countersigning and returning it to Buyer; provided that the failure of Seller to countersign or return to Buyer a Purchase Order shall not invalidate such Purchase Order and Seller shall be obligated to deliver the Bloom Systems comprising such Facility under such Purchase Order as contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Parties acknowledge and agree that, unless mutually agreed in writing by the CommissionerParties, in no Product is event shall the aggregate Purchase Price (inclusive of any Purchase Price Adder(s)) for the Portfolio exceed the Maximum Aggregate Portfolio Purchase Price. Accordingly, in furtherance and not in limitation of the foregoing, Seller shall not issue a Tranche Notice for, and Buyer shall have no obligation to be delivered or furnished by Contractor until transmittal of an official issue a Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement otherwise pay any portion of the Purchase Order. The State reserves the right to require Price in connection with, any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specifiedFacility or Facilities which, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor upon Commencement of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, Operations with respect to an Agency Specific Contract let such Facility or Facilities, would result (or be reasonably likely to result) in the aggregate Purchase Price (inclusive of any Purchase Price Adder(s)) for the Portfolio exceeding the Maximum Aggregate Portfolio Purchase Price, unless mutually agreed in writing by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceParties.

Purchase Orders. Unless otherwise authorized This Agreement applies to all Purchase Orders that ETON, and/or any of its current or future Affiliates, may place with LM for the purchase of Product. The terms and conditions of this Agreement including those presented in all exhibits attached hereto shall apply to any Purchase Order, regardless whether this Agreement or its terms and conditions are expressly referenced in such Purchase Order. Any term or condition set forth in (i) any Purchase Order; or (ii) any acknowledgment or sale document from LM that is inconsistent or not provided in this Agreement shall not be applicable to any orders for the Product placed by ETON during the Term, unless expressly agreed to by the Parties in writing. LM shall be deemed to have accepted a Purchase Order for which LM does not notify ETON in writing by within seven (7) business days after its receipt, provided that LM may only reject such Purchase Order to the Commissioner, no extent it is inconsistent with the terms of this Agreement. LM shall be deemed to have accepted all Purchase Orders that are consistent with this Agreement. Product is to will be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders timeframe set forth in the Contract or applicable Purchase Order; provided, however, that: (a) if no timeframe is specified in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts Product will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to delivered ninety (90) days after the Purchase Order that conflict with date and (b) unless otherwise agreed by the terms and conditions of the ContractParties, the Contractor has the option of rejecting any delivery date specified in a Purchase Order will not be earlier than ninety (90) days after the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricedate.

Purchase Orders. Unless otherwise authorized From time to time, Amarin shall deliver to Chemport one (1) or more purchase orders (“Purchase Orders”) for the aggregate API volumes in writing by each binding portion of a [***] Forecast. Each Purchase Order shall specify the Commissionervolumes of API ordered, no Product is to the Shipment Date and the destination for delivery of the API. The Purchase Orders may be delivered electronically or furnished by Contractor until transmittal of an official Purchase Order from other means to such location as Chemport shall designate. Chemport shall deliver such API to Amarin’s carrier on the Authorized User. Unless terminated or cancelled pursuant to Shipment Date specified by Amarin; provided, however, that the authority vested in Shipment Date is no less than [***] after the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination date of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement submission of the Purchase Order. The State reserves In the right event that Chemport shall not be able to require any other information from deliver API to Amarin’s carrier by the Contractor which the State deems necessary Shipment Date specified in order a Purchase Order, Chemport shall notify Amarin promptly in writing upon discovery of its inability to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly comply with the Contractor and terms of this Section 2.5; provided, however, that such notification shall not relieve Chemport of any discrepancy between the terms stated liability for failure to deliver API to Amarin’s carrier on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable such Shipment Date. If Chemport fails to the Authorized User. Should an Authorized User add written terms and conditions to meet the Purchase Order or any portion thereof on or before the applicable Shipment Date, in addition to other remedies that conflict with may be available to Amarin under the terms Legal Requirements, Amarin may purchase the shortage of such API from Third Parties and conditions Chemport shall pay to Amarin the difference in price of such API purchased from a Third Party (a “Secondary Supplier”) and the API Price for the API shortage; provided, however, that in no event shall such payment exceed an amount equal to the volume of shortage times [***] of the Contractthen applicable API Price that Chemport is charging to Amarin for API. If Amarin fails to order API in the amount specified in the binding portion of the [***] Forecast, in addition to other remedies that may be available to Chemport under the Contractor has Legal Requirements, Amarin shall pay to Chemport [***] of the option then current API Price that Chemport is charging to Amarin for API for the volume of rejecting API under the Purchase Order within five business days binding portion of its receipt but shall first attempt the [***] Forecast less the actual amount ordered by Amarin. If Amarin fails to negotiate purchase the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the relevant minimum yearly purchase requirement as set forth above, in addition to other remedies that may be available to Chemport under the Authorized User reserves the right Legal Requirements, Amarin shall pay to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility Chemport [***] of the Contractor then current API Price that Chemport is charging to request in writing that Amarin for API for the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, relevant minimum yearly purchase requirement as set forth above less the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, actual amount purchased by Amarin in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricerelevant year.

Purchase Orders. Unless otherwise authorized (a) The Contract itself is not an authorization for the Contractor to begin Performance in any way. The Contractor may begin Performance only after it has received a duly issued Purchase Order against the Contract for Performance. (b) Contract and Purchase Order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices and on all correspondence. (c) All Purchase Orders pursuant to this Contract must be in writing by and, at a minimum, shall include: (1) The services or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the CommissionerPurchasing Entity representative; (5) The price per hour or other pricing elements consistent with this Contract and the contractor’s proposal; (6) A ceiling amount of the order for services being ordered; and (7) The Contract identifier. (d) All communications concerning administration of Purchase Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, no Product is or to such other individual identified in writing in the Purchase Order. (e) Purchase Orders must be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled placed pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted this Contract prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the this Contract. Unless otherwise specifiedFinancial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentbudgeted, and otherwise made available. (f) Notwithstanding the Contract terms expiration or termination of this Contract, Contractor shall be resolved Perform in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of any Purchase Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Purchase Orders placed after the expiration or termination of this Contract, or otherwise inconsistent with its terms. Purchase Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Contract may not be placed after the expiration or termination of this Contract, notwithstanding the term of any such indefinite delivery order agreement. (g) A Contractor has the option of rejecting the making delivery without a duly issued Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith accordance with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with this section does so at the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price’s own risk.

Purchase Orders. Unless otherwise authorized (a) From and after the date hereof, Deliveries of Shares will take place only in writing integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement. (b) Authorized Participants wishing to acquire one or more Baskets must place an order (a "Purchase Order") with the Administrative Trustee (or its appointed delegee, including the Processing Agent) on any Business Day. Purchase Orders received by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted Administrative Trustee on a Business Day prior to the termination Order Cutoff Time will have that Business Day as the Order Date. Purchase Orders received by the Administrative Trustee on a Business Day on or after the Order Cutoff Time, or on a day that is not a Business Day, will have the next Business Day as the Order Date. As consideration for each Basket to be acquired pursuant to a Purchase Order, a Depositor must Deliver the Basket Amount (determined as described in Section 2.5(c) below) announced by the Trust on the Order Date (determined as described above) of such corresponding Purchase Order. (c) The Administrative Trustee shall determine the Basket Amount for each Business Day. The Basket Amount shall be an amount of Index Futures and Collateral Assets with a value equal to the Net Asset Value per Basket. The Sponsor intends to publish, or may designate other persons to publish, for each Business Day, the Basket Amount. (d) In limited circumstances and subject to the approval of the contract periodAdministrative Trustee, addressed Baskets may be created for cash equal to (i) the Contractor at Net Asset Value Per Basket as announced by the address for receipt of orders set forth Trust (x) on the date the related Purchase Order was received, in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement case of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not for cash received by 10:00 a.m. (New York City time) on any Business Day, or (y) on the Contractor within two weeks after following Business Day, in the issuance case of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not for cash received within a reasonable period of after 10:00 a.m. (New York City time) on any Business Day, plus (ii) the Contractor shall promptly notify transaction costs incurred by the Trust in writing establishing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in corresponding Index Future positions and acquiring the discretion of the OGS Commissioner related Collateral Assets. (e) All Index Futures and without cost Collateral Assets Delivered to the State, result in the cancellation Trust as part of such requirement a Purchase Order and any other Trust Property shall be owned by the OGS Commissioner with a corresponding reduction Trust and held for the Trust by the Administrative Trustee at such place and in such manner as the Contract quantity and priceAdministrative Trustee shall determine.

Purchase Orders. Unless otherwise authorized in writing Commonwealth agencies may issue purchase orders against the Contract. These orders constitute the Contractor‘s authority to make delivery. All purchase orders received by the Commissioner, no Product is Contractor up to and including the expiration date of the Contract are acceptable and must be delivered or furnished by Contractor until transmittal of an official Purchase Order from performed in accordance with the Authorized UserContract. Unless terminated or cancelled pursuant Contractors are not permitted to the authority vested accept purchase orders which require performance extended beyond those performance time periods specified in the Commissioner, Purchase Orders shall be effective and binding upon Contract but in no event longer than ninety (90) days after the Contractor when placed in the mail or electronically transmitted prior to the termination expiration date of the contract Contract period, addressed . Each purchase order will be deemed to incorporate the Contractor at the address for receipt of orders terms and conditions set forth in the Contract or in the Contract Award NotificationContract. All Purchase Orders issued pursuant to Contracts let orders will not include an "ink" signature by the Commissioner must bear Commonwealth. The electronically-printed name of the appropriate Contract number andpurchaser represents the signature of that individual who has the authority, if necessaryon behalf of the Commonwealth, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with to authorize the Contractor prior to placement proceed. Purchase orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed transmission by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to Receipt of the electronic or facsimile transmission of the purchase order shall constitute receipt of an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not order. Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. The Commonwealth and the Contractor specifically agree as follows: a. No handwritten signature shall be required in order for the purchase order to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period be legally enforceable. b. Upon receipt of timean order, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any order which is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the Commonwealth agency, unless and until the Commonwealth agency transmitting the order has properly received an acknowledgement. c. The parties agree that no writing shall be required in order to make the order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine purchase order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine purchase order or acknowledgement issued electronically, if introduced as evidence on paper in OGSany judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Failure Neither party shall contest the admissibility of copies of genuine purchase orders or acknowledgements under either the business records exception to timely notify the hearsay rule or the best evidence rule on the basis that the order or acknowledgement were not in writing or signed by the parties. A purchase order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such officer maydocuments. d. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary. Purchase orders under three thousand dollars ($3,000) in total amount may also be made in person or by telephone using a Commonwealth Procurement VISA Card. When an order is placed by telephone, in the discretion Commonwealth agency shall provide the agency name, employee name, credit card number, and expiration date of the OGS Commissioner and without cost card. Contractors agree to accept payment through the State, result in use of the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceCommonwealth Procurement VISA card.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All A ll Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor‘s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. c. The University and the Contractor to request in writing that the appropriate Authorized User forward specifically agree as follows: (1) Upon receipt of a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order that is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. (2) The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed genuine for all purposes if it is transmitted to the location designated for such documents. (3) Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. Unless otherwise authorized Sub-Distributor shall order the Products in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of this Agreement. Each order for the Contract, purchase of the Contractor has the option of rejecting the Products (a “Purchase Order”) must be submitted to Distributor by Sub-Distributor by email or Distributor’s electronic data interchange (EDI) system. Each Purchase Order within five business days shall specify (i) the quantity of its the Products being ordered, (ii) the applicable Wholesale Minimum Price (as defined below) for the Products ordered, (iii) the price to be paid by Sub-Distributor to Distributor for the Products ordered, (iv) payment terms granted by Distributor, and (v) the requested receipt but shall first attempt date and delivery instructions for the applicable Products ordered. Receipt dates must be during the term of this Agreement, except Sub-Distributor may request, subject to negotiate the additional written terms Distributor’s acceptance in Distributor’s sole and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissionerabsolute discretion, a Purchase Order is not received by the Contractor within two weeks with a requested receipt date after the issuance expiration or termination of this Agreement, in which case, if accepted by Distributor, the terms and conditions of this Agreement shall apply to such purchase, but under no circumstances should such purchase be deemed to be or construed as being a Contract Award Notification, it is renewal or extension of this Agreement or the responsibility exclusivity rights granted to Sub-Distributor herein. The Parties agree that to the extent that any of the Contractor to request in writing that terms and conditions of this Agreement conflict or are inconsistent with the appropriate Authorized User forward a Purchase Order. If, thereafter, a terms or conditions of any Purchase Order is not received within a reasonable period of timesubmitted by Sub-Distributor, the Contractor terms and conditions of this Agreement shall promptly notify in writing prevail and control to the appropriate purchasing officer in OGS. Failure to timely notify extent of any such officer mayconflict or inconsistency, unless the Purchase Order containing such conflicting or inconsistent terms and conditions is countersigned by Distributor, in which case the discretion of the OGS Commissioner terms and without cost conditions set forth in such Purchase Order shall prevail and control to the State, result in the cancellation extent of any such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceconflict or inconsistentcy.

Purchase Orders. Unless otherwise authorized (a) After the initial deposit of ether, Deliveries of Shares will take place only in writing integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by the Commissionerany procedures attached to an applicable Authorized Participant Agreement, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in extent those procedures are consistent with this Agreement. (b) Authorized Participants wishing to acquire one or more Baskets must place an order (a "Purchase Order") with the CommissionerAdministrative Trustee (or its appointed delegee, Purchase Orders shall be effective and binding upon including the Contractor when placed in the mail or electronically transmitted Processing Agent) prior to the termination of Order Cutoff Time on any Business Day. Purchase Orders received by the contract period, addressed Administrative Trustee prior to the Contractor at Order Cutoff Time with respect to a Business Day will have that Business Day as the address for receipt of orders set forth in the Contract or in the Contract Award NotificationOrder Date. All Purchase Orders issued pursuant to Contracts let received by the Commissioner must bear Administrative Trustee on or after the appropriate Contract number andOrder Cutoff Time on a Business Day, if necessaryor on a day that is not a Business Day, required State approvalswill not be accepted. As deemed necessaryFor cash Purchase Orders, the Authorized User may confirm pricing and other Product information with Participant must submit the Contractor prior Purchase Order by the Cash Order Cutoff Time. For in-kind Purchase Orders, the Authorized Participant must submit the Purchase Order by the In-Kind Order Cutoff Time. As consideration for each Basket to placement be acquired pursuant to a Purchase Order, a Depositor must Deliver the Basket Ether Amount (determined as described in Section 2.6(c) below) announced by the Trust on the Order Date (determined as described above) of the such corresponding Purchase Order. The State reserves Sponsor, the right Administrative Trustee and the Trust shall have no liability for any loss of ether occurring prior to require the Delivery of ether to the Ether Custodian or Prime Execution Agent, as applicable, by the Authorized Participant or Authorized Participant Client (and for the avoidance of doubt, shall have no liability for any loss of ether while held by the Ether Custodian or Prime Execution Agent absent gross negligence or bad faith by the Sponsor and the Administrative Trustee). (c) The Administrative Trustee shall determine the Basket Amount and the Basket Ether Amount for each Business Day. The Basket Amount shall be an amount of cash with a value equal to the Net Asset Value per Basket. The Basket Ether Amount shall be an amount of ether with a value equal to the Net Asset Value per Basket. The Sponsor intends to publish, or may designate other Persons to publish, for each Business Day, the Basket Amount and the Basket Ether Amount. (d) If the Trust receives money (other than Creation Cash) or any property other than money and ether, the Administrative Trustee shall, as soon as commercially feasible, (i) sell and/or distribute all the property (other than money) received or otherwise dispose of the property (other than money) in a manner that it determines is commercially reasonable, (ii) if the Trust will not distribute all of the money (other than Creation Cash) received (including all money received from the sale of other property), determine the amount of such money that will be promptly used by the Trust to pay the Sponsor's Fee and/or expenses and liabilities not assumed by the Sponsor, and (iii) distribute any money (other than Creation Cash) that will not be promptly used as described in the preceding prong (ii). If the Trust does not sell or distribute the money (other than Creation Cash) or other property in accordance with requirements of this Section, no deposit of money or ether will be accepted until after the Trust has sold or distributed such money or other property (and/or determined that any money that will not be distributed will be promptly used by the Trust to pay the Sponsor's Fee and/or expenses and liabilities not assumed by the Sponsor). (e) All ether and/or cash Delivered to the Trust as part of a Purchase Order and any other information from Trust Property shall be owned by the Contractor Trust and held for the Trust by the Custodians, other than that which is maintained in the State deems necessary Trading Account with the Prime Execution Agent in order accordance with the Prime Execution Agent Agreement. (f) The Administrative Trustee may, in its sole discretion, permit or require the substitution of an amount of cash to complete be added to the Cash Component to replace all ether that the Authorized Participant or its Authorized Participant Client would otherwise have had to Deliver in connection with a Purchase Order. The Administrative Trustee may suspend the ability of the Authorized Participant to engage in cash-in-lieu transactions with respect to the Trust at any time, without prior notice. The Authorized Participant shall be responsible for any and all expenses and costs incurred by the Trust, including all Cash Amounts, in connection with any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceParticipant Agreement.

Purchase Orders. Unless otherwise authorized in writing by Contractor shall only accept purchase orders that: (a) contain the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders mandatory language set forth in Section 2.7.1; (b) specify the quantity of Goods ordered; (c) specify a delivery schedule, if any; (d) specify delivery location; (e) specify invoicing address; and (f) specify Authorized Purchaser’s authorized representative, (g) specify Purchase Order number. Contractor shall only accept Purchase Orders that do not vary, amend, modify, or add Contract or provisions other than changes to the Authorized Purchaser’s authorized representative, identification of Goods and order quantities, optional Services, equipment and accessories offered under the terms of the Price Agreement, delivery schedules in accordance with the terms of the Price Agreement, delivery destination and invoicing address. Each such Purchase Order Contractor accepts shall create a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. 2.7.1 MANDATORY PURCHASE ORDER LANGUAGE: THIS PURCHASE IS SUBMITTED PURSUANT TO STATE OF OREGON PRICE AGREEMENT # YYY-YYYY-YY. THE PRICE AGREEMENT INCLUDING CONTRACT TERMS AND CONDITIONS AND SPECIAL CONTRACT TERMS AND CONDITIONS (T's & C's) CONTAINED IN THE PRICE AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE AND SHALL APPLY TO THIS PURCHASE AND SHALL TAKE PRECEDENCE OVER ALL OTHER CONFLICTING T's AND C's, EXPRESS OR IMPLIED. 2.7.1.1 Notwithstanding any other provision of this Price Agreement, in the Contract Award Notification. All Purchase Orders issued pursuant event that an Authorized Purchaser uses a credit card to Contracts let by the Commissioner must bear the appropriate Contract number andpay for an order, if necessary, required State approvals. As deemed necessary, the an Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchaser generated Purchase Order placed under is not a necessary document to the transaction. In lieu of a Purchase Order document, a Contractor order acknowledgement document will become a part of the Contract. Unless otherwise specifiedHowever, all Purchase Orders against Centralized Contracts in no event will be placed by Authorized Users directly with an order acknowledgement, web order page or other Contractor generated document used to acknowledge the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation such modify or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written provide additional terms and conditions to of this Contract. Such order acknowledgement document shall be for the sole purpose of acknowledging the order and payment and are not part of this Price Agreement or any resulting Contract. 2.7.1.2 In the event a court of competent jurisdiction determines that a Purchase Order that conflict with constitutes an offer rather than an acceptance, then acceptance by Contractor shall be limited to the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions Contract as set forth in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricethis Price Agreement.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor‘s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to, and including the Expiration Date of this Contract, are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. c. The University and the Contractor to request in writing that the appropriate Authorized User forward specifically agree as follows: i. Upon receipt of a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order that is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. ii. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. iii. Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. Unless otherwise authorized (a) On the Effective Date, Customer shall place a Purchase Order for Products in writing by the CommissionerPurchased Inventory, which Customer shall acquire at no cost. For clarity, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchased Inventory included in such initial Purchase Order from shall be counted against any Monthly Period Product Quantity Minimum, Monthly Period Product Quantity Cap or Yearly Period Product Quantity Cap required hereunder, and the Authorized User. Unless terminated or cancelled pursuant Purchased Inventory shall not be subject to the authority vested in Minimum Lot Size or considered part of any Rolling Forecast. (b) Not less than thirty (30) days prior to the Commissionerfirst day of each Month, Customer shall submit a Conforming Purchase Order for the quantity of Products set forth for the first Month of the then-current Binding Commitment. All Conforming Purchase Orders shall be effective become binding on Supplier and binding upon Customer when received by Supplier, subject to Section 2.2. (c) Customer may, from time to time, in Customer’s discretion, place a Purchase Order for Products that is not a Conforming Purchase Order (a “Non-Conforming Purchase Order”). To the Contractor extent the quantity of a Product set forth for any Month on a Non-Conforming Purchase Order (when placed in combined with the mail or electronically transmitted prior to the termination quantity of the contract period, addressed to the Contractor at the address for receipt of orders such Product set forth in the Contract or in the Contract Award Notification. All Conforming Purchase Orders issued Order for such Month submitted pursuant to Contracts let by Section 4.2(b)) exceeds the Commissioner must bear Binding Commitment in such month or the appropriate Contract number and, if necessary, required State approvals. As deemed necessaryMonthly Period Product Quantity Cap for such Product, the Authorized User may confirm pricing Parties will work together in good faith to attempt to meet Customer’s demand, subject to capacity limitations, the availability of Raw Materials and other the availability and capacity of Supplier’s third party service providers; provided that Supplier shall have no obligation to meet such additional demand or otherwise supply Product information with the Contractor prior pursuant to placement of the any Non-Conforming Purchase Order. The State reserves Notwithstanding anything provided herein to the right to require any other information from contrary, the Contractor which Parties acknowledge that in the State deems necessary in order to complete any event that BD, as Customer hereunder, places a Conforming Purchase Order placed to SpinCo, as Supplier hereunder, that SpinCo cannot satisfy solely based on BD’s inability or limitations to supply Raw Material under any Ancillary Agreement (taking into consideration, among other things, SpinCo’s ability to procure the Contract. Unless otherwise specifiedsubstantial equivalent of such Raw Materials from third parties), all then SpinCo, as Supplier hereunder, shall not be in breach of this Agreement solely because of SpinCo’s inability to fulfil such Conforming Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with Order, and only for the Contractor and duration of BD’s inability or limitations to supply Raw Material under any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentAncillary Agreement, and the Contract terms Parties shall be resolved work in favor of the terms most favorable good faith to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the resolve such issues. (d) The terms and conditions of the Contract, the Contractor has the option of rejecting the each Purchase Order (including any Conforming Purchase Order and Non-Conforming Purchase Order) shall be consistent with this Agreement and the Statement of Work, and to the extent any Purchase Order, invoice, acknowledgment or other form used by Supplier or Customer contains any provisions that are in addition to or contrary to the provisions of this Agreement or the Statement of Work, such additional or contrary provision shall have no force or effect and the terms of this Agreement or the Statement of Work, as applicable, shall govern (unless otherwise agreed to by the Parties in writing). (e) Any portion of or all of a Purchase Order (including any Conforming Purchase Order and Non-Conforming Purchase Order) that is not submitted in accordance with this Agreement shall be deemed rejected by Supplier unless accepted by Supplier by written notice provided by Supplier to Customer within five business fifteen (15) days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the by Supplier of such Purchase Order. Notwithstanding the aboveFor clarity, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, rejected Purchase Order shall not constitute a Purchase Order is not received by in satisfaction of Customer’s obligation to purchase the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceMonthly Period Product Quantity Minimum.

Purchase Orders. Unless otherwise authorized in writing by (a) The Supplier will provide the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders Deliverables as further set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement a Statement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specifiedWork, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions set forth in this Agreement including without limitation, in accordance with the Service Requirements; any applicable implementation plan (as may be agreed in writing by the Parties in a Statement of Work); any applicable Purchase Order, and each Statement of Work agreed upon by the Parties. The Supplier shall make reasonable efforts to acknowledge receipt of Purchase Order issued by TELUS within three (3) Business Day after its receipt of such Purchase Order by the Supplier and engage with TELUS, promptly thereafter, in order to confirm acceptance of the ContractPurchase Order, or otherwise identify any further information required by Supplier in order to confirm acceptance of same. (b) Unless otherwise specified in a Service Schedule, for each new Customer, TELUS and Supplier shall agree on a new Statement of Work. Except as contemplated below, further ordering of Deliverables for the said new Customer may be implemented through the use of mutually agreed to Purchase Orders. After such delivery, either Party may identify the need for customization or integration in order to meet any special requirements for such Customer, including as may be required to facilitate processes or interactions/workflows specific to such Customer. Where customization or integration is required, Supplier and TELUS shall jointly promptly prepare a draft Statement of Work specifying in reasonable detail: (i) all required changes to the Deliverables that are outside of its then current functionality, including the exact change specifications; (ii) all applicable timelines for completion and launch of the Deliverables (including any impact on any other Work Product, Services or work to be provided or performed under this Agreement); (iii) all fees and costs payable; a planning budget for the planning and implementation of the work; and (iv) all additional requirements of, and work required by, the Contractor has Supplier. in each case, in order for the option Supplier to fulfil such special requirements for the Customer. Each such Statement of rejecting Work and changes thereto shall require sign-off from TELUS and the Purchase Order within five business days Supplier before any development work begins. (c) The Supplier will advise TELUS of its receipt but shall first attempt progress on a consistent periodic basis, in the form, manner and frequency set out in a Statement of Work or as otherwise specified by TELUS and agreed to negotiate by Supplier. TELUS will be entitled to conduct testing of all Deliverables against the additional written applicable Acceptance Criteria as contemplated in a Statement of Work. (d) Unless as otherwise set out in a Statement of Work, any forecasts provided to the Supplier by TELUS with respect to quantities, required launch dates, or otherwise, in connection with the Deliverables are non-binding estimates and are for general information purposes only and the Supplier will not assert any claim against TELUS or its Representatives in connection with such forecasts, including any claim for loss of revenue resulting from a deviation of such forecasts. (e) Any standard terms and conditions pre-printed on or referenced in good faith with any Supplier form of quote, purchase order (including TELUS Purchase Orders) or change order will be superseded and replaced by the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricethis Agreement.

Purchase Orders. Unless otherwise authorized 3.1 Subject to the terms and conditions in writing this Agreement, the Parties shall agree on and sign separate Purchase Orders which constitute a binding commitment for the Customer to purchase Products and for REC to deliver such Products. 3.2 The Parties explicitly agree that the terms and conditions of this Agreement shall govern all Purchase Orders and will prevail over any additional or different terms and conditions of any kind contained in any standard business forms used by the CommissionerCustomer. Any such additional or different terms and conditions provided by Customer shall not apply, no Product is even if REC fails to be delivered expressly reject such terms and conditions or furnished by Contractor until transmittal of an official if REC confirms such terms and conditions without objection. 3.3 Purchase Order from may be cancelled by Customer within ninety (90) days following REC’s receipt of Customer’s Deposit specified in Section 2.3, or November 15, 2014, whichever is earlier (“Cancel Period End”), without penalty, provided that REC shall be entitled to retain the Authorized User. Unless terminated or cancelled pursuant to Deposit and Incremental Deposit for its own benefit upon cancellation of the authority vested Purchase Order as set out in the Commissionerfollowing sentence. If Customer cancels Purchase Order prior to October 16, Purchase Orders 2014, REC shall be effective and binding entitled to retain the Deposit of 7.5% for its own benefit upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement cancellation of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any If Customer cancels Purchase Order placed under after October 15, 2014 and prior to the Contract. Unless otherwise specifiedCancel Period End, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms REC shall be resolved in favor entitled to retain the total Deposit and Incremental Deposit of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions 10% for its own benefit upon cancellation of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding After the aboveCancel Period End, if the Authorized User reserves Customer cancels the right Purchase Order: (a) REC shall be entitled to dispute any discrepancies arising from retain the presentation Deposit and Incremental Deposit for its own benefit upon cancellation of additional terms and conditions with the Contractor. IfPurchase Order; (b) Where the cancellation occurs within three (3) months prior to the scheduled delivery dates of the Products, with respect Customer shall pay to an Agency Specific Contract let by REC for the OGS Commissioner, a full Product Price of the Products of which the Purchase Order is not received by the Contractor cancelled, within two weeks after the issuance of a Contract Award Notification, it is the responsibility fourteen (14) days of the Contractor cancellation; and (c) Where the cancellation occurs earlier than three (3) months prior to request the schedule delivery dates of the Products, Customer shall use its reasonable efforts to sell the Products allocated for the Customer under this Agreement to third parties based on the prevailing market prices (“Third-Party Sale Price”). (i) Customer shall pay to REC a cancellation charge of five per-cent (5%) of the Product Price plus the difference in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Product Price and the Third-Party Sale Price (if such Product Price exceeds the Third-Party Sale Price) of the Products for which the Purchase Order is not received within cancelled; or (ii) Where the sale of the Products to the third parties occur after four (4) weeks of the cancellation, Customer shall pay to REC a reasonable period cancellation charge of time, ten per-cent (10%) of the Contractor shall promptly notify in writing Product Price plus the appropriate purchasing officer in OGS. Failure to timely notify such officer may, difference in the discretion Product Price and the Third-Party Sale Price (if such Product Price exceeds the Third-Party Sale Price) of the OGS Commissioner Products for which the Purchase Order is cancelled, Provided that the sum as determined in Section 3.3(a) and without cost either Section 3.3(c)(i) or Section 3.3(c)(ii) shall not exceed 30% of the Product Price of the Products for which the Purchase Order is cancelled. 3.4 The Parties agree and declare that the compensation to REC as set out in Section 3.3 represents a genuine pre-estimate of the State, result loss caused to REC in the event of cancellation of such requirement Purchase Orders by Customer. The compensation shall be payable by Customer to REC, within fourteen (14) days of the date of invoice by REC. 3.5 Upon any cancellation as described in Section 3.3, REC shall request a refund for the full amount of the cost/fee of the supply bond(s) as outlined in Section 2.4 from the surety or bonding broker engaged by REC. Amounts shall be reimbursed to Customer commensurate with any and all reimbursements issued to REC by the OGS Commissioner with a corresponding reduction surety or bonding broker. REC shall not be obligated to pursue legal action against its surety or bonding broker in the Contract quantity and pricecase it refuses to refund all costs/fees.

Purchase Orders. Unless otherwise authorized Imperva will order Integrated Products hereunder by submitting purchase orders to Seller (“Purchase Orders”). Seller shall accept and acknowledge in writing all Purchase Orders submitted by Imperva that are in accordance with this Agreement and shall provide the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal confirmed date of an official arrival (“Confirmed Date of Arrival”) at the Fulfillment Center which shall not exceed the number of days set forth below. Seller will only reject a Purchase Order if such order does not comply with the terms or this Agreement. If Seller does not provide Imperva with valid written notice of rejection within five (5) business days from the Authorized User. Unless terminated or cancelled pursuant Imperva’s submission of a Purchase Order to the authority vested in the CommissionerSeller, such Purchase Orders Order shall be effective automatically accepted. Seller will ensure that all Integrated Products ordered under a Purchase Order are manufactured by ▇▇▇▇▇▇▇ and binding upon the Contractor when placed in the mail or electronically transmitted prior shipped to the termination a Fulfillment Center and ready for release as set forth below within [***] days from receipt of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationapplicable Purchase Order. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms this Agreement shall be resolved in favor of the terms most favorable subject only to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions hereof. Any other Seller terms and conditions shall not apply to this Agreement or the Purchase Orders. Imperva shall have the right to cancel any Purchase Order if it provides notice of the Contract, the Contractor has the option of rejecting cancellation to Seller not later than ten (10) days after the Purchase Order submission date. Imperva shall issue a Release (as set forth in Section 8.4) for each Integrated Product within five business days six (6) months from such products arrival at the Fulfillment Center. In case that Imperva has not issued a Release within six (6) months from the arrival of its receipt but an Integrated Product (that had been ordered by Imperva under this Agreement) at the Fulfillment Center, Seller shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves have the right to dispute any discrepancies arising ship such Integrated Product to a “Default Imperva Warehouse” (set forth in Exhibit A) and invoice Imperva, provided that all shipments from the presentation of additional terms Fulfillment Center had been shipped on first in first out (“FIFO”) basis and conditions with the ContractorIntegrated Products meet all the specifications and quality requirements. If, with respect to an Agency Specific Contract let Integrated Products that have been ordered by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, Imperva under this Agreement and held in the discretion of the OGS Commissioner Fulfillment Center (or at Imperva’s Logistics Partners) for more than one hundred and without cost to the State, result five (105) days will carry price markup as set forth in the cancellation following table: Number of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.days 0 to 105 106-120 121-150 151-180 % markup [***] [***] [***] [***]

Purchase Orders. Unless Seller’s authorization to perform work under this Agreement will be given by NSA in the form of a Purchase Order executed by an officer of NSA or their written designee (“Purchase Order”). NSA will not pay Seller for Products or charges for Products unless the Products are produced, and the charges were incurred, to fill an authorized Purchase Order previously submitted to Seller by NSA, except as provided in Section 17. The Purchase Orders shall set forth a quantity of Products which NSA requires from Seller and the delivery requirements. The Purchase Order is the authorization by NSA to order materials, allocate labor or equipment, or enter into any other commitments for the assembly of the Products. NSA shall issue Purchase Orders for delivery of Products at NSA’s discretion. Upon receipt of a Purchase Order, Seller shall send NSA within 48 hours written confirmation of such receipt and shall confirm the delivery date for such Products. Except as provided in ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ shall not be responsible for work performed, material purchased or other commitments or expenses incurred by Seller other than as stated in the Purchase Order provided by NSA unless otherwise authorized agreed to in writing by both Parties. Seller will ship Product on the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders date set forth in each Purchase Order provided that: (i) such date cannot be less than the Contract or number of days agreed upon in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let subsequent written memorandums signed by the Commissioner must bear the appropriate Contract number andParties and expressly referring to this Agreement; and (ii) NSA may, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of shipment, request that Seller delay the Purchase Ordershipment date subject to the Parties’ agreement to the payment by NSA for any additional storage charges. The State reserves the right Parties agree to require any other information from the Contractor which the State deems necessary in set minimum order to complete any Purchase Order placed under the Contract. Unless otherwise specified, sizes for all Purchase Orders against Centralized Contracts will under this Agreement in subsequent written memorandums signed by the Parties and expressly referring to this Agreement. NSA shall provide Seller monthly during the term of this Agreement with a good faith rolling forecast of its Product needs for the following twelve (12) month period. Except as provided in Section 17, such forecasts provided by NSA shall be placed by Authorized Users directly only for Seller’s production planning and capacity planning purposes and negotiations with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentmaterials vendors, and the Contract terms shall be resolved not constitute Purchase Orders by NSA and shall in favor of the terms most favorable no way obligate NSA to the Authorized User. Should an Authorized User add written terms and conditions to the issue Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceOrders based thereon.

Purchase Orders. Unless otherwise authorized in writing Commonwealth agencies may issue Purchase Orders against the Agreement. These orders constitute the UNIVERSITY's authority to make delivery. All Purchase Orders received by the Commissioner, no Product is UNIVERSITY up to and including the expiration date of the Agreement are acceptable and must be delivered or furnished by Contractor until transmittal of an official performed in accordance with the Contract. Any Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted issued prior to the termination expiration of the contract periodAgreement shall continue in full force and effect until the end date of that Purchase Order, addressed including any extension thereof. Each Purchase Order will be deemed to incorporate the Contractor at the address for receipt of orders terms and conditions set forth in the Contract or in the Contract Award NotificationAgreement. All Purchase Orders issued pursuant to Contracts let may be electronically signed by the Commissioner must bear Agency. The electronically printed name of the appropriate Contract number andpurchaser represents the signature of that individual who has the authority, if necessaryon behalf of the Commonwealth, required State approvalsto authorize the UNIVERSITY to proceed. As deemed necessaryPurchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of Purchase Order may be accomplished through various methods including, but not limited to, XML, electronic mail, or through the Authorized User may confirm pricing and other Product information with Commonwealth's portal. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contractor prior to placement transmission by the UNIVERSITY. Receipt of the electronic or facsimile transmission of the Purchase OrderOrder shall constitute receipt of an order. Orders received by the UNIVERSITY after 4:00 p.m. will be considered received the following business day. The State reserves Commonwealth and the right UNIVERSITY specifically agree as follows: 1. No handwritten signature by the Commonwealth shall be required in order for the Agreement or Purchase Order to require any other information from the Contractor which the State deems necessary be legally enforceable; 2. The parties agree that no writing shall be required in order to complete make the order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order placed or acknowledgement issued electronically under the Contractprovisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Unless otherwise specifiedAny genuine Purchase Order or acknowledgement issued electronically, all if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of genuine Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with or acknowledgements under either the Contractor and any discrepancy between business records exception to the terms stated hearsay rule or the best evidence rule on the vendor’s basis that the order form, confirmation or acknowledgment, and acknowledgement were not in writing or signed by the Contract terms parties. A purchase order or acknowledgment shall be resolved in favor of the terms most favorable deemed to be genuine for all purposes if it is transmitted to the Authorized Userlocation designated for such documents; and 3. Should an Authorized User add written terms and conditions Each party will immediately take steps to the Purchase Order verify any document that conflict with the terms and conditions appears to be obviously garbled in transmission or improperly formatted to include re-transmission of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Orderany such document if necessary. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after The process described above for the issuance of a Contract Award Notification, it is the responsibility of the Contractor purchase orders also shall apply to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceany modifications made thereto.

Purchase Orders. Unless otherwise authorized in writing Commonwealth agencies may issue purchase orders against the Contract. These orders constitute the Contractor‘s authority to make delivery. All purchase orders received by the Commissioner, no Product is Contractor up to and including the expiration date of the Contract are acceptable and must be delivered or furnished by Contractor until transmittal of an official Purchase Order from performed in accordance with the Authorized UserContract. Unless terminated or cancelled pursuant Contractors are not permitted to the authority vested accept purchase orders which require performance extended beyond those performance time periods specified in the Commissioner, Purchase Orders shall be effective and binding upon Contract but in no event longer than ninety (90) days after the Contractor when placed in the mail or electronically transmitted prior to the termination expiration date of the contract Contract period, addressed . Each purchase order will be deemed to incorporate the Contractor at the address for receipt of orders terms and conditions set forth in the Contract or in the Contract Award NotificationContract. All Purchase Orders issued pursuant to Contracts let will not include an "ink" signature by the Commissioner must bear Commonwealth. The electronically-printed name of the appropriate Contract number andpurchaser represents the signature of that individual who has the authority, if necessaryon behalf of the Commonwealth, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with to authorize the Contractor prior to placement proceed. Purchase orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed transmission by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to Receipt of the electronic or facsimile transmission of the purchase order shall constitute receipt of an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not order. Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. The Commonwealth and the Contractor specifically agree as follows: a. No handwritten signature shall be required in order for the purchase order to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period be legally enforceable. b. Upon receipt of timean order, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any order which is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the Commonwealth agency, unless and until the Commonwealth agency transmitting the order has properly received an acknowledgement. c. The parties agree that no writing shall be required in order to make the order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine contract purchase order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine purchase order or acknowledgement issued electronically, if introduced as evidence on paper in OGSany judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Failure Neither party shall contest the admissibility of copies of genuine purchase orders or acknowledgements under either the business records exception to timely notify the hearsay rule or the best evidence rule on the basis that the order or acknowledgement were not in writing or signed by the parties. A purchase order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such officer maydocuments. d. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary. Purchase orders under three thousand dollars ($3,000) in total amount may also be made in person or by telephone using a Commonwealth Procurement VISA Card. When an order is placed by telephone, in the discretion Commonwealth agency shall provide the agency name, employee name, credit card number, and expiration date of the OGS Commissioner and without cost card. Contractors agree to accept payment through the State, result in use of the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceCommonwealth Procurement VISA card.

Purchase Orders. Unless otherwise authorized in writing by During the CommissionerTerm of this Agreement, no Product is to be delivered or furnished by Contractor until transmittal Purchaser may issue Purchase Orders containing instructions for performance under this Agreement, specifying the Specification number (i.e., change number) and quantities (and type, if applicable) of an official the Products desired. Supplier shall notify Purchaser promptly if the Specification number (change number) on the Purchase Order from does not match the Authorized UserSpecification number (change number) of the Product that Supplier has agreed to produce. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Such Purchase Orders shall be effective constitute the only authorization for Supplier to provide Products to Purchaser, and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let Purchaser shall accept only that performance that has been pre-authorized as evidenced by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the a Purchase Order. The State reserves the right Supplier shall confirm its receipt and acceptance of each Purchase Order. Supplier shall not be entitled to require any other information from the Contractor reject an order which the State deems necessary complies as a Purchase Order under this Agreement. For clarification, nothing in order this Agreement requires Purchaser to complete submit any Purchase Order placed under Orders or obligates Purchaser to purchase any quantity of Products other than as reflected in those portions of the ContractRolling Monthly Forecasts which are binding. Unless otherwise specifiedPurchaser may make changes to the identity of Products, all quantities, and/or delivery dates or delivery locations specified in issued Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with without penalty, additional cost, or the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor consent of the terms most favorable to Supplier, provided that such changes are made outside of the Authorized UserFirm Lead-Time (as established in Section 3.4) and are otherwise in compliance with this Agreement. Should an Authorized User add written terms and conditions to Supplier shall reference the Purchase Order number on all packing slips (and/or bills of lading) and invoices (including commercial invoices) for Product(s) delivered hereunder. Any term or condition of any Purchase Order, packing slip, ▇▇▇▇ of lading, or invoice that conflict with is different from or contrary to the terms and conditions of the Contract, the Contractor has the option this Agreement shall be void and of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms no force and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceeffect.

Purchase Orders. Unless otherwise authorized (a) Creative shall submit purchase orders to CSW on Creative s standard form, substantially in writing the form attached in EXHIBIT B (a "CREATIVE PURCHASE ORDER"). Each such Creative Purchase Order shall include, at a minimum: (i) description of CSW Multimedia Products, as designated by Creative; (ii) applicable price, as mutually agreed to by the Commissionerparties prior to submission of such purchase order; (iii) mutually agreed upon delivery schedule; (iv) ship to location, no Product is to which shall be delivered or furnished by Contractor until transmittal one of an official the Creative Facilities. To the extent that any provision of the form of Creative Purchase Order from is inconsistent with the Authorized Userexclusivity provisions of Section 2.1 above, the provisions of this Agreement shall control. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Forecasts for Creative Purchase Orders shall be effective and binding upon submitted to CSW six months in advance of intended delivery for planning purposes. To the Contractor when placed extent that the terms of the Creative Purchase Order are in conflict or are inconsistent with the mail terms of this Agreement or electronically transmitted are otherwise inapplicable, the terms of this Agreement shall govern. (b) No later than ninety (90) days prior to an intended delivery date (a "DELIVERY DATE"), Creative shall issue a Creative Purchase Order to CSW with respect to the termination CSW Multimedia Products to be purchased on such Delivery Date; PROVIDED, HOWEVER, that during the period beginning 90 days prior to any given Delivery Date and ending 60 days prior to such Delivery Date, Creative may, at its option, (i) reschedule delivery of all or any portion of the contract periodCSW Multimedia Products under the Creative Purchase Order, addressed (ii) increase or decrease the amount of CSW Multimedia Products under the Creative Purchase Order, or (iii) cancel the Creative Purchase Order. In the event that Creative decreases or cancels a Creative Purchase Order pursuant to subdivision (ii) or (iii) above, CSW shall use its best efforts to cancel all materials and commitments to manufacture the Contractor at CSW Multimedia Products under such Creative Purchase Order, and Creative shall bear the address cost of any applicable cancellation fees required to be paid in connection therewith. After the date 60 days prior to its Delivery Date, no Creative Purchase Order may be canceled or otherwise changed without the prior written consent of CSW; PROVIDED, HOWEVER, that such Creative Purchase Order shall be eligible for receipt of orders any applicable price protection or price reduction in accordance with Section 4.2 below. (c) The amounts payable by Creative to CSW under such Creative Purchase Orders shall be fully credited against the * blanket Creative Purchase Order set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement Section 6.1 of the Purchase OrderAgreement (the "BLANKET PURCHASE ORDER"). Such Blanket Purchase Order shall be cancelable immediately by Creative (and the * pre-paid amount under the Blanket Purchase Order shall be promptly refunded by CSW) in the event that CSW fails to materially perform any of its obligations, including without limitation its representations and warranties, under this Agreement. The State reserves * under such Purchase Agreement shall be applied against Creative Purchase Orders submitted by Creative in the right first * following the date that Creative owes payment pursuant to require any other information from the Contractor which the State deems necessary in order to complete any Creative Purchase Order placed under for CSW Multimedia Products hereunder. Up to * of such * shall be * delivered in the Contract. Unless otherwise specifiedfirst quarter after such first shipment, all with any unused creditable amount from such first quarter fully creditable against the Creative Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, delivered in the discretion second quarter. In the event that Creative does not receive credit for the full * during such * period, then CSW shall fully credit, on a dollar-for-dollar basis, future Creative Purchase Orders until Creative has received credit of the OGS Commissioner and without cost to the State, result in the cancellation of * for such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price* prepayment.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor’s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance following business day. c. Upon receipt of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. d. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. (a) After the initial deposit of bitcoin, Deliveries of Shares will take place only in integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement. Unless otherwise authorized and until the Exchange receives the necessary regulatory approvals to permit the Trust to create and redeem Shares in-kind, all Purchase Orders will take place in writing exchange for cash. (b) Authorized Participants wishing to acquire one or more Baskets must place an order (a "Purchase Order") with the Administrative Trustee (or its appointed delegee, including the Processing Agent) on any Business Day. Purchase Orders received by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted Administrative Trustee on a Business Day prior to the termination of Order Cutoff Time will have that Business Day as the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationOrder Date. All Purchase Orders issued pursuant to Contracts let received by the Commissioner must bear Administrative Trustee on a Business Day on or after the appropriate Contract number andOrder Cutoff Time, if necessaryor on a day that is not a Business Day, required State approvalswill not be accepted. As deemed necessaryFor cash Purchase Orders, the Authorized User Participant may confirm pricing and other Product information with be required to submit the Contractor Purchase Order by an early order cutoff (the "Purchase Early Cutoff Time"), which may be as early as 6:00 p.m. (Eastern Time) on the Business Day prior to placement the trade date. As consideration for each Basket to be acquired pursuant to a Purchase Order, a Depositor must Deliver the Basket Bitcoin Amount (determined as described in Section 2.6(c) below) announced by the Trust on the Order Date (determined as described above) of the such corresponding Purchase Order. The State reserves Sponsor, the right Administrative Trustee and the Trust shall have no liability for any loss of bitcoin occurring prior to require the Delivery of bitcoin to the Bitcoin Custodian or Prime Execution Agent, as applicable, by the Authorized Participant (and for the avoidance of doubt, shall have no liability for any loss of bitcoin while held by the Bitcoin Custodian or Prime Execution Agent absent gross negligence or bad faith by the Sponsor and the Administrative Trustee). (c) The Administrative Trustee shall determine the Basket Amount and the Basket Bitcoin Amount for each Business Day. The Basket Amount shall be an amount of cash with a value equal to the Net Asset Value per Basket. The Basket Bitcoin Amount shall be an amount of bitcoin with a value equal to the Net Asset Value per Basket. The Sponsor intends to publish, or may designate other Persons to publish, for each Business Day, the Basket Amount and the Basket Bitcoin Amount. (d) If the Trust receives money (other than Creation Cash) or any property other than money and bitcoin, the Administrative Trustee shall, as soon as commercially feasible, (i) sell and/or distribute all the property (other than money) received or otherwise dispose of the property (other than money) in a manner that it determines is commercially reasonable, (ii) if the Trust will not distribute all of the money (other than Creation Cash) received (including all money received from the sale of other property), determine the amount of such money that will be promptly used by the Trust to pay the Sponsor's Fee and/or expenses and liabilities not assumed by the Sponsor, and (iii) distribute any money (other than Creation Cash) that will not be promptly used as described in the preceding prong (ii). If the Trust does not sell or distribute the money (other than Creation Cash) or other property in accordance with requirements of this Section, no deposit of money or bitcoin will be accepted until after the Trust has sold or distributed such money or other property (and/or determined that any money that will not be distributed will be promptly used by the Trust to pay the Sponsor's Fee and/or expenses and liabilities not assumed by the Sponsor). (e) All bitcoin and/or cash Delivered to the Trust as part of a Purchase Order and any other information from Trust Property shall be owned by the Contractor Trust and held for the Trust by the Custodians, other than that which is maintained in the State deems necessary Trading Account with the Prime Execution Agent through Custodians in order accordance with the Custodian Agreements. (f) The Administrative Trustee may, in its sole discretion, permit or require the substitution of an amount of cash to complete be added to the Cash Component to replace all bitcoin that the Authorized Participant Client or its agent would otherwise have had to Deliver in connection with a Purchase Order. The administrative Trustee may suspend the ability of the Authorized Participant to engage in cash-in-lieu transactions with respect to the Trust at any time, without prior notice. The Authorized Participant shall be responsible for any and all expenses and costs incurred by the Trust, including all Cash Amounts, in connection with any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceParticipant Agreement.

Purchase Orders. Unless otherwise authorized in writing by 9.1 Each of RESELLER's orders is subject to NECCSD's acceptance or rejection at the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested NECCSD address indicated in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior Reseller Resource Guide. In addition to the termination any specific rights of the contract period, addressed to the Contractor at the address for receipt of orders rejection set forth in this Agreement, NECCSD shall have the Contract right, for any reason whatsoever, to reject any order, in whole or in the Contract Award Notification. All Purchase Orders issued part. 9.2 To receive PRODUCTS, RESELLER must deliver to NECCSD pursuant to Contracts let by Section 9.1 and the Commissioner Reseller Ordering instructions in the Reseller Resource Guide a hard copy purchase order or follow the procedure set forth in Section 9.2.2. 9.2.1 All RESELLER purchase orders must bear reference the appropriate Contract number and, if necessary, required State approvalsassigned RESELLER Agreement Number. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State NECCSD reserves the right to require reject any other information from order which is not NECCSD credit-approved or does not conform with the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contractprovisions of this Agreement. Unless otherwise specified, all Purchase Orders against Centralized Contracts All orders accepted for delivery will be placed governed exclusively by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contractthis Agreement. Unless NECCSD expressly agrees in writing, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the no additional written or different terms and conditions in good faith with appearing on the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional face different terms and conditions with appearing on the Contractor. If, with respect to an Agency Specific Contract let face or reverse side of any order issued by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor RESELLER shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation become part of such requirement order. Acknowledgment of RESELLER purchase order by NECCSD shall not constitute acceptance of any additional or different terms and conditions. 9.2.2 In the OGS Commissioner with event that RESELLER elects the following procedure, then in lieu of submitting a corresponding reduction hard copy purchase order, RESELLER may order PRODUCTS by submitting a purchase order via facsimile machine or such other electronic means acceptable to NECCSD. By executing this Agreement, RESELLER authorizes NECCSD to accept orders communicated to NECCSD by facsimile machine, electronic data interchange or such other electronic means acceptable to NECCSD. All such orders as described above shall be binding upon RESELLER and are subject to acceptance by NECCSD. 9.2.3 The authorization to accept orders as described in the Contract quantity and priceSection 9.2.2 shall remain in effect until NECCSD receives written notification by certified mail terminating said procedure. Unless NECCSD agrees otherwise in writing, no termination of this procedure shall affect or cancel any order which has been accepted or shipped by NECCSD.

Purchase Orders. Unless otherwise authorized A. Subcontractor will not commence any Subcontract Work without a formally issued Purchase Order. Doing so is against Honeywell policy and will result in writing by delay or non-payment of invoices and could subject the CommissionerParties' respective employees to potential health, no Product is to be delivered or furnished by Contractor until transmittal safety and financial risks. Any performance of an official the Subcontract Work occurring before receiving a valid Purchase Order from the Authorized UserHoneywell is undertaken at Subcontractor's risk and may result in non-payment of invoices. Unless terminated or cancelled pursuant to the authority vested Repetitive violations may result in the CommissionerSubcontractor's immediate removal from Honeywell's approved subcontract/materials lists. B. Purchase Orders, Purchase Order changes, and Purchase Order related information will be transmitted via Honeywell's Electronic Data Interface (EDI). Subcontractor will acknowledge Purchase Orders shall be effective and binding upon the Contractor when placed in the mail Purchase Order changes via EDI with confirmation of Honeywell’s Purchase Order date or electronically transmitted prior to the termination Subcontractor’s commitment date (as applicable) within 5 business days following issuance of the contract periodPurchase Orders or Purchase Order changes. Failure to confirm a Purchase Order commitment date may result in damage to Honeywell which Honeywell reserves the right to recover from Subcontractor. Purchase Orders and Purchase Order changes are deemed accepted by Subcontractor upon any of the following acts: (a) Subcontractor's commencement of performance of the Subcontract Work, addressed to (b) Subcontractor's informing Honeywell in any manner of Subcontractor's commencement of performance of the Contractor at Subcontract Work, (c) the address for receipt date of orders Subcontractor’s acknowledgement in EDI; or (b) 5 business days after issuance of the Purchase Order or Purchase Order change, whichever is earliest. Deemed acceptance carries the same obligation of delivery as any other form of acceptance. C. The terms and conditions of this Subcontract govern the Subcontract Work associated with each Purchase Order, and take precedence over and supersede any and all other referenced or previously executed terms and conditions in accordance with the order of precedence set forth in the Contract or in the Contract Award Notificationherein. All Purchase Orders issued pursuant Honeywell will endeavor to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of reference this Subcontractor on the Purchase Order. The State reserves However, even if not referenced on the right Purchase Order, Honeywell and Subcontractor agree to require any other information from be bound to the Contractor which the State deems necessary terms of this Subcontract as though this Subcontract is set forth in order its entirety on each Purchase Order. Subcontractor agrees to complete any Purchase Order placed under the Contract. Unless otherwise specified, accept all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly for the Subcontract Work issued during the Subcontract Term in accordance with the Contractor and terms contained in the Subcontract, including pricing, even if the delivery dates for the Subcontract Work falls outside the Subcontract Term. D. Honeywell rejects any discrepancy between the terms stated on the vendor’s order form, confirmation additional or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written inconsistent terms and conditions offered by Subcontractor at any time. Any reference to the Purchase Order that conflict with the terms and conditions of the ContractSubcontractor’s quotation, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized Userbid, or fulfill the Purchase Order. Notwithstanding the aboveproposal does not imply acceptance of any term, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. Ifcondition, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request or instruction contained in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricedocument.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official (a) Each Purchase Order from shall set forth the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination Alcatel part number of the contract period, addressed to ordered Product (including the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number andrevision designation, if necessary, required State approvals. As deemed necessaryapplicable), the Authorized User may confirm pricing and other Product information with ordered quantity, the Contractor prior to placement price in effect on the date of the Purchase Order. The State reserves , the right to require any other information from delivery date and destination, the Contractor which method of shipment, the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor name of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to carrier, the Purchase Order number. (b) Supplier shall acknowledge in writing receipt of Purchase Orders (PO) within twenty-four (24) hours of delivery to Supplier and shall accept or reject each Purchase Order within forty eight (48) hours of delivery of the Purchase Order to Supplier. If Supplier accepts the Purchase Order, it will deliver to Alcatel an Order Acknowledgment. Supplier shall act in good faith to meet Alcatel PO delivery dates. If Supplier rejects the Purchase Order because it determines that conflict it is unable to comply with the terms ordered quantity or delivery date set forth in any Purchase Order, then Alcatel and conditions Supplier shall negotiate in good faith with respect thereto. If Supplier does not acknowledge receipt of the ContractPO within twenty-four (24) hours, the Contractor PO will be deemed not delivered. If Supplier has the option confirmed receipt of rejecting PO within twenty-four (24) hours of delivery to Supplier and Supplier does not accept or reject the Purchase Order within five business days forty eight (48) hours from delivery, the Purchase Order is deemed accepted and acknowledged by Supplier. If Alcatel and Supplier subsequently agree with respect to the ordered quantity and delivery date applicable to the Purchase Order, then (i) Alcatel shall modify the Purchase Order accordingly and deliver it to Supplier, and (ii) Supplier shall accept the Purchase Order by the delivery to Alcatel of its receipt but an Order Acknowledgment. Neither Alcatel nor Supplier shall first attempt have any rights or obligations with respect to negotiate any Purchase Order unless and until Supplier has accepted the additional written terms and conditions Purchase Order. (c) Where Alcatel has accepted a customer order containing liquidated damages, Alcatel shall notify Supplier in good faith writing of this fact concurrently with the Authorized Userdelivery of a Purchase Order. Where Alcatel has notified Supplier in writing of Alcatel’s acceptance of an order containing liquidated damages, Supplier shall provide a written notice separate from the Purchase Order Acknowledgement within forty eight (48) hours, notifying Alcatel of Suppliers acceptance or fulfill rejection of the order. An order is not consider accepted by Supplier unless Supplier provides, (i) Purchase Order Acknowledgement, and (ii) Supplier’s separate written acceptance of the liquidated damages associated with a specific Purchase Order. Notwithstanding the above, If Supplier has not accepted or rejected the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions liquidated damages associated with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a specific Purchase Order is not received by the Contractor within two weeks after the issuance forty eight (48) hours of a Contract Award Notification, it is the responsibility receipt of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a the Purchase Order is and liquidated damages associated with it are not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement accepted by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceSupplier.

Purchase Orders. Unless otherwise authorized (a) After the Initial Delivery, subsequent issuances and Deliveries of Shares will take place only in writing integral numbers of Baskets and in compliance with the provisions of this Trust Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Trust Agreement. (b) Authorized Participants wishing to acquire one or more Baskets must place an order with the Processing Agent (a “Purchase Order”) on an Eligible Business Day. Purchase Orders received by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted Processing Agent prior to the termination Order Cutoff Time on an Eligible Business Day will have that Eligible Business Day as the Order Date. Purchase Orders received by the Processing Agent on or after the Order Cutoff Time on an Eligible Business Day, on a Business Day other than an Eligible Business Day, or on a day other than a Business Day, will be considered received at the opening of business on the contract periodnext Eligible Business Day and will have as their Order Date the date of such next Eligible Business Day. As consideration for each Basket to be acquired pursuant to a Purchase Order, addressed a Depositor must pay to the Contractor Trust the Basket Amount announced by the Trust on the first Business Day immediately following the Order Date of such Purchase Order. (c) The Trustee shall determine the Basket Amount for each Business Day. After the Initial Delivery, the Basket Amount shall be an amount of cash equal to the product of (i) the Net Asset Value per Share on the date on which the determination is being made and (ii) 100,000 Shares (or such other number of Shares as at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. time shall constitute a Basket). (d) All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable cash delivered to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions Trust as part of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received and any other Trust Property shall be owned by the Contractor within two weeks after Trust and held for the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement Trust by the OGS Commissioner with a corresponding reduction Trustee at such place and in such manner as the Contract quantity and priceTrustee shall determine.

Purchase Orders. (a) After the initial deposit of ether, Deliveries of Shares will take place only in integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement. Unless otherwise authorized and until the Exchange receives the necessary regulatory approvals to permit the Trust to create and redeem Shares in-kind, all Purchase Orders will take place in writing exchange for cash. (b) Authorized Participants wishing to acquire one or more Baskets must place an order (a "Purchase Order") with the Administrative Trustee (or its appointed delegee, including the Processing Agent) on any Business Day. Purchase Orders received by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted Administrative Trustee on a Business Day prior to the termination of Order Cutoff Time will have that Business Day as the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationOrder Date. All Purchase Orders issued pursuant to Contracts let received by the Commissioner must bear Administrative Trustee on a Business Day on or after the appropriate Contract number andOrder Cutoff Time, if necessaryor on a day that is not a Business Day, required State approvalswill not be accepted. As deemed necessaryFor cash Purchase Orders, the Authorized User Participant may confirm pricing and other Product information with be required to submit the Contractor Purchase Order by an early order cutoff (the "Purchase Early Cutoff Time"), which may be as early as 6:00 p.m. (Eastern Time) on the Business Day prior to placement the trade date. As consideration for each Basket to be acquired pursuant to a Purchase Order, a Depositor must Deliver the Basket Ether Amount (determined as described in Section 2.6(c) below) announced by the Trust on the Order Date (determined as described above) of the such corresponding Purchase Order. The State reserves Sponsor, the right Administrative Trustee and the Trust shall have no liability for any loss of ether occurring prior to require the Delivery of ether to the Ether Custodian or Prime Execution Agent, as applicable, by the Authorized Participant (and for the avoidance of doubt, shall have no liability for any loss of ether while held by the Ether Custodian or Prime Execution Agent absent gross negligence or bad faith by the Sponsor and the Administrative Trustee). (c) The Administrative Trustee shall determine the Basket Amount and the Basket Ether Amount for each Business Day. The Basket Amount shall be an amount of cash with a value equal to the Net Asset Value per Basket. The Basket Ether Amount shall be an amount of ether with a value equal to the Net Asset Value per Basket. The Sponsor intends to publish, or may designate other Persons to publish, for each Business Day, the Basket Amount and the Basket Ether Amount. (d) If the Trust receives money (other than Creation Cash) or any property other than money and ether, the Administrative Trustee shall, as soon as commercially feasible, (i) sell and/or distribute all the property (other than money) received or otherwise dispose of the property (other than money) in a manner that it determines is commercially reasonable, (ii) if the Trust will not distribute all of the money (other than Creation Cash) received (including all money received from the sale of other property), determine the amount of such money that will be promptly used by the Trust to pay the Sponsor's Fee and/or expenses and liabilities not assumed by the Sponsor, and (iii) distribute any money (other than Creation Cash) that will not be promptly used as described in the preceding prong (ii). If the Trust does not sell or distribute the money (other than Creation Cash) or other property in accordance with requirements of this Section, no deposit of money or ether will be accepted until after the Trust has sold or distributed such money or other property (and/or determined that any money that will not be distributed will be promptly used by the Trust to pay the Sponsor's Fee and/or expenses and liabilities not assumed by the Sponsor). (e) All ether and/or cash Delivered to the Trust as part of a Purchase Order and any other information from Trust Property shall be owned by the Contractor Trust and held for the Trust by the Custodians, other than that which is maintained in the State deems necessary Trading Account with the Prime Execution Agent through Custodians in order accordance with the Custodian Agreements. (f) The Administrative Trustee may, in its sole discretion, permit or require the substitution of an amount of cash to complete be added to the Cash Component to replace all ether that the Authorized Participant Client or its agent would otherwise have had to Deliver in connection with a Purchase Order. The administrative Trustee may suspend the ability of the Authorized Participant to engage in cash-in-lieu transactions with respect to the Trust at any time, without prior notice. The Authorized Participant shall be responsible for any and all expenses and costs incurred by the Trust, including all Cash Amounts, in connection with any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceParticipant Agreement.

Purchase Orders. Unless otherwise authorized in writing by (a) After the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal initial Delivery of an official Purchase Order from the Authorized User. Unless terminated or cancelled Shares pursuant to the authority vested Distribution Agreement and the redemption of the Sponsor’s initial interest pursuant to Section 2.13, issuances and Deliveries of Shares will take place only in integral numbers of Baskets and in compliance with the Commissionerprovisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement. (b) Authorized Participants wishing to acquire one or more Baskets must place an order (a “Purchase Order”) with the Trustee (or its appointed delegee, including the Processing Agent) on any Business Day. Purchase Orders shall be effective and binding upon received by the Contractor when placed in the mail or electronically transmitted Trustee on a Business Day prior to the termination Order Cutoff Time will have that Business Day as the Order Date. Purchase Orders received by the Trustee on a Business Day on or after the Order Cutoff Time, or on a day that is not a Business Day, will have the next Business Day as the Order Date. As consideration for each Basket to be acquired pursuant to a Purchase Order, a Depositor must Deliver the Basket Amount (determined as described in Section 2.5(c) below) announced by the Trust on the Order Date (determined as described above) of such corresponding Purchase Order. (c) The Trustee shall determine the Basket Amount for each Business Day. After the initial Delivery of Shares pursuant to the Distribution Agreement, the Basket Amount shall be an amount of Index Futures and Collateral Assets with a value equal to the Net Asset Value per Basket. The Sponsor intends to publish, or may designate other persons to publish, for each Business Day, the Basket Amount. (d) In limited circumstances and subject to the approval of the contract periodTrustee, addressed Baskets may be created for cash equal to (i) the Contractor at Net Asset Value Per Basket as announced by the address for receipt of orders set forth Trust (x) on the date the related Purchase Order was received, in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement case of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not for cash received by 10:00 a.m. (New York City time) on any Business Day, or (y) on the Contractor within two weeks after following Business Day, in the issuance case of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not for cash received within a reasonable period of after 10:00 a.m. (New York City time) on any Business Day, plus (ii) the Contractor shall promptly notify transaction costs incurred by the Trust in writing establishing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in corresponding Index Future positions and acquiring the discretion of the OGS Commissioner related Collateral Assets. (e) All Index Futures and without cost Collateral Assets Delivered to the State, result in the cancellation Trust as part of such requirement a Purchase Order and any other Trust Property shall be owned by the OGS Commissioner with a corresponding reduction Trust and held for the Trust by the Trustee at such place and in such manner as the Contract quantity and priceTrustee shall determine.

Purchase Orders. Unless otherwise authorized (a) During a quarter, Buyer will submit firm Purchase Orders to purchase Products and Seller will deliver Products in writing by the Commissioner, no Product is accordance with such Purchase Orders (b) Products to be delivered or furnished by Contractor until transmittal of an official procured hereunder, as well as the Delivery Date, shall be listed in a Purchase Order from the Authorized User. Unless terminated or cancelled issued by Buyer pursuant to the authority vested in the Commissionerthis Agreement. Each Purchase Order shall specifically reference this Agreement, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination time is of the contract period, addressed to the Contractor at the address for receipt of orders set forth essence in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information connection with the Contractor prior to placement performance of the each Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed issued by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms Buyer to Seller for Products shall be resolved governed in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with all respects by the terms and conditions of the Contract, the Contractor has the option this Agreement. A form of rejecting the Purchase Order within five business days is attached hereto as Exhibit 6. Buyer and Seller agree that, except for non-conflicting administrative terms as provided below, any additional or preprinted terms or conditions on a Purchase Order shall be null, void and of its receipt but no effect. Each Purchase Order shall first attempt specify, in addition to negotiate the additional written terms other appropriate information as may be mutually agreed upon: i. name and conditions in good faith with the Authorized Useraddress of Buyer, or fulfill Buyer Affiliate; ii. Buyer Purchase Order number and Purchase Order date of issuance; iii. name and address of Seller, or as appropriate, Seller Affiliate, which shall be an Affiliate set forth in the Purchase OrderExhibit 1, that will be providing Product being ordered; iv. Notwithstanding the aboveincorporation within, the Authorized User reserves the right by reference, to dispute any discrepancies arising from the presentation this Agreement; v. types and quantities of additional terms Product to be furnished by Seller as set forth in Exhibit 2 or as provided in a Quotation; vi. applicable prices, charges, and conditions with the Contractor. If, fees with respect to an Agency Specific Contract let by such Product as set forth in Exhibit 2 or as provided in a Quotation; vii. location or facility to which Product is to be delivered; viii. Delivery Date of Product; ix. billing address of the OGS Commissioner, a Purchase Order is not received by Party responsible for the Contractor within two weeks after the issuance of a Contract Award Notification, payment whether it is the responsibility Buyer, or Buyer Affiliate to which Buyer intends to resell the Product, if any, other information required under this Agreement to be included in a Purchase Order; x. proper authorization of Buyer or Buyer's Agent. (c) Seller is obligated to accept all Purchase Orders issued by Purchaser under this Agreement except those Purchase Orders which are missing the Contractor material terms required by this Article to request be contained in writing that the appropriate Authorized User forward a Purchase Order. IfA Purchase Order submitted pursuant to the terms and conditions of this Agreement, thereafterand which Seller has accepted, shall constitute an Agreement between Buyer and the Seller. Any Purchase Order for which Seller gives timely notice of non-acceptance if non-acceptance is permitted under this section shall be deemed void. The Product quantities listed on any Purchase Order which conforms to the terms and conditions of this Agreement, which are consistent with Forecasts including any permitted variance to such Forecasts and which are not accepted by Seller shall be deducted from the Initial Purchase Commitments. (d) Buyer may at any time request additions, alterations, deductions, or deviations to a Purchase Order is subject to the condition that such changes and any adjustments resulting from such changes, including but not received within limited to schedules and prices, shall be mutually agreed upon, and if so agreed, subsequently detailed in a reasonable period written revision to the applicable Purchase Order ("Change Order") signed by a designated Buyer representative and Seller representative. Change Orders which are processed outside of time, the Contractor shall promptly notify Seller's customary processing cycle or which require additional work by Seller to comply with such changes may be subject to a change fee provided Seller has given Buyer a written quote for such change fee and Buyer and Seller have mutually agreed to such change fee in writing the appropriate purchasing officer in OGS. Failure prior to timely notify such officer may, in the discretion or concurrent with execution of the OGS Commissioner and without cost Change Order. If Buyer fails to accept the Statechange fee, result in Seller has no obligation to accept or comply with the cancellation of Change Order. (e) Purchase Orders may be issued either electronically, such requirement as through electronic data interchange, or via traditional manual methods, as mutually agreed to by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceParties.

Purchase Orders. Unless otherwise authorized (a) From and after the date hereof, Deliveries of Shares will take place only in writing integral numbers of Creation Units and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement. (b) Authorized Participants wishing to acquire one or more Creation Units must place an order (a “Purchase Order”) with the Transfer Agent on any Business Day. Purchase Orders received by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted Transfer Agent on a Business Day prior to the termination Order Cut-Off Time will have that Business Day as the Order Date. Purchase Orders received by the Transfer Agent on a Business Day on or after the Order Cut-Off Time, or on a day that is not a Business Day, will not be accepted and should be resubmitted on the next following Business Day. As consideration for each Creation Unit to be acquired pursuant to a Purchase Order, an Authorized Participant must Deliver the Basket Gold Amount (determined as described in Section 2.5(c) below) announced by the Trust on the Order Date (determined as described above) of such corresponding Purchase Order. (c) The Administrator shall determine the contract periodBasket Gold Amount for each Business Day. The Basket Gold Amount shall be an amount of unallocated gold equal to (i) the Net Asset Value Per Basket as announced by the Trust (x) on the date the related Purchase Order was received, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement case of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by Order Cut-Off Time on any Business Day, or (y) on the Contractor within two weeks after following Business Day, in the issuance case of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period after the Order Cut-Off Time on any Business Day, plus (ii) the applicable transaction fee specified in the Offering Documents and any additional amounts necessary to reimburse the Trust and the Sponsor and its designee(s) for any and all expenses and costs incurred in connection with such Purchase Order or Redemption Order, including the applicable fees and expenses specified in Section 2.6 and Section 2.8 hereof for Purchase Orders or Redemption Orders, respectively (the “Transaction Fee”). The Transaction Fee may be increased by the Transfer Agent with the prior written consent of timethe Sponsor, and will be effective two (2) Business Days following the filing of an amendment or supplement to the Offering Documents or as otherwise specified therein. The Sponsor intends to publish, or may designate other persons to publish, for each Business Day, the Contractor shall promptly notify in writing Net Asset Value Per Share. The Basket Gold Amount so determined for a particular Business Day is communicated to all Authorized Participants who made Purchase Orders on such Business Day, and made available on the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in Sponsor’s website for the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceTrust.

Purchase Orders. Unless otherwise authorized (a) Only Eligible Participants may submit Purchase Orders and acquire Trust Certificates from the Trust, in writing each case in accordance with this Agreement. Eligible Participants wishing to acquire Trust Certificates must place an order (a “Purchase Order”) with the Trust Administrator (or its appointed delegee, including the Trust Services Provider) which specifies the form of Trust Certificate pursuant to such Purchase Order. Purchase Orders received by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted Trust Administrator on a Business Day prior to the termination of Order Cutoff Time will have that Business Day as the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationOrder Date. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks Trust Administrator on a Business Day on or after the issuance of Order Cutoff Time, or on a Contract Award Notificationday that is not a Business Day, it is will not be accepted unless the responsibility of the Contractor to request in writing Trust Administrator informs such Eligible Participant that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Trust Administrator will process such Purchase Order is not received within a reasonable period of time, on the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in next Business Day at the discretion of the OGS Commissioner Trust Administrator. As consideration for the Trust Units to be acquired pursuant to a Purchase Order, an Eligible Participant must Deliver the Underlying Share Amount corresponding to such Purchase Order. Only whole numbers of Underlying Shares, with a minimum Purchase Order of at least fifty (50) Underlying Shares, will be accepted. The Trust Administrator and without cost the Trust shall have no liability for any loss of Underlying Shares occurring prior to the State, result in Delivery of Underlying Shares to the cancellation of such requirement Custodian by the OGS Commissioner Eligible Participant (and for the avoidance of doubt, shall have no liability for any loss of Underlying Shares while held by the Custodian, except to the extent of gross negligence or willful misconduct by the Trust Administrator, in each case as finally adjudicated by a court of competent jurisdiction). (b) All Underlying Shares Delivered to the Trust as part of a Purchase Order and any other Trust Property shall be owned by the Trust and held for the Trust by the Custodian. (c) After the initial deposit of Underlying Shares, Deliveries of Trust Certificates will take place in compliance with a corresponding reduction in the Contract quantity provisions of this Agreement, as supplemented by any procedures attached to the Custody Agreement and pricethe applicable Depositor Agreement, to the extent those procedures are consistent with this Agreement.

Purchase Orders. Unless otherwise authorized in writing by the Commissionera. This Contract has been established based on RFP # DOC528712455 for a Parking Management Solution and contains established prices, no Product is to be delivered but does not provide a guarantee of work being awarded under this Contract. A State System University or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Public Agency may issue Purchase Orders shall be effective and binding upon against this contract when it seeks to have the Contractor when placed in provide the mail or electronically transmitted prior Services under this Contract. These orders constitute the Contractor’s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. This Contract does not constitute a commitment to purchase the Services by the State System or any Public Agency. Any purchases made under this Contract shall be made directly be a State System University or Public Agency. The Contract shall make available, at a minimum, the Services as described in greater detail herein pursuant to the terms and conditions set forth in this Contract. c. Purchase Orders may be issued electronically through the State System’s procurement platform, Ariba SourcePoint, or through a Public Agency. Receipt of the Contract, the Contractor has the option electronic transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance following business day. d. Upon receipt of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the State System University, unless and until the State System University transmitting the Purchase Order has properly received an acknowledgement. e. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal Concurrent with its delivery of an official Purchase Order from the Authorized User. Unless terminated or cancelled each forecast pursuant to Section 5.1, Acorda shall issue a written purchase order (“Purchase Order”) for Manufacturer to manufacture and deliver the authority vested in the Commissionervolume of Supplied Product, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract periodif any, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement [*****] of the Purchase Order. The State reserves forecast that has not already been the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor subject of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. IfPurchase Orders submitted to Manufacturer shall specify Acorda’s purchase order number, thereafterthe volume of Supplied Product, applicable delivery dates (which shall be no earlier than [*****] following the date on which the Purchase Order is submitted), and any other elements necessary to ensure the timely Manufacture and shipment of the ordered Supplied Product. Purchase Orders may be entered into under this Agreement by Acorda or, with the consent of Acorda, any of its Affiliates, licensees, or collaboration partners. The entity that executes a Purchase Order is not received within with Manufacturer shall be considered “Acorda” for all purposes of the Purchase Order and this Agreement and the Purchase Order shall be considered a two party agreement between Manufacturer and such entity. For clarity, Purchase Orders for Supplied Product executed by an Affiliate, licensee, or collaboration partner of Acorda shall contribute to Minimum Commitments, if any, and pricing tiers, if any, set forth under this Agreement. Acorda shall remain liable to Manufacturer for the Purchase Orders placed by such entity as if such entity were Acorda. Promptly following receipt of a Purchase Order, Manufacturer shall issue a written acknowledgement (each, an “Acknowledgement”) that it accepts or rejects such Purchase Order. Manufacturer shall accept any Purchase Order up and until the Capacity Reservation for the applicable Year has been exhausted (including accepting the Purchase Order partially). Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Purchase Order or propose to Acorda a reasonable period of timealternative delivery date, the Contractor which shall promptly notify apply if Acorda consents to such alternative delivery date, not to be unreasonably withheld. Manufacturer will use commercially reasonable efforts to accept any Purchase Order in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion excess of the OGS Commissioner and without cost to Firm Commitment or the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceCapacity Reservation.

Purchase Orders. Unless otherwise authorized (a) The Contract itself is not an authorization for the Contractor to ship Goods or begin Performance in any way. The Contractor may begin Performance only after it has received a duly issued Purchase Order against the Contract for Performance. (b) Contract and Purchase Order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices and on all correspondence. (c) All Purchase Orders pursuant to this Contract must be in writing by and, at a minimum, shall include: (1) The services or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the CommissionerPurchasing Entity representative; (5) The price per hour or other pricing elements consistent with this Contract and the contractor’s proposal; (6) A ceiling amount of the order for services being ordered; and (7) The Contract identifier. (d) All communications concerning administration of Purchase Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, no Product is or to such other individual identified in writing in the Purchase Order. (e) Purchase Orders must be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled placed pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted this Contract prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then- current termination date of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the this Contract. Unless otherwise specifiedFinancial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentbudgeted, and otherwise made available. (f) Notwithstanding the Contract terms expiration or termination of this Contract, Contractor shall be resolved Perform in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of any Purchase Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Purchase Orders placed after the expiration or termination of this Contract, or otherwise inconsistent with its terms. Purchase Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Contract may not be placed after the expiration or termination of this Contract, notwithstanding the term of any such indefinite delivery order agreement. (g) A Contractor has the option of rejecting the making delivery without a duly issued Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith accordance with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with this section does so at the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price’s own risk.

Purchase Orders. Unless 10.1 Distributor will submit purchase orders on separate Purchase Order forms. Each Purchase Order shall specify the quantity, items and the requested delivery dates. Purchase Orders may include end-user information and additional terms relating to the purchase, shipment and other conditions if previously agreed upon between Distributor and the Company. 10.2 The Company shall acknowledge Purchase Orders within one (1) week after receipt by issuing Purchase Order confirmation. Purchase Orders so confirmed shall be binding on Distributor and the Company and may be canceled by Distributor if the Company defaults in its execution thereof. 10.3 The Company shall, subject to the provisions of this Agreement, unless otherwise authorized agreed in writing, sell and ship to Distributor any of Products in Exhibit A for which orders have been accepted by the Company. 10.4 Orders may be issued by the Distributor using the Distributor's standard purchase order form, which may be acknowledged by the Company, using the Company's standard sales order acknowledgment form. However, it is understood and agreed that such forms of Purchase Orders and sales order acknowledgments are used solely for the convenience of the parties in setting the quantity of Products to be purchased under the terms of this Agreement and the delivery schedule thereof. Any provision, term or condition of such purchase orders or sales order acknowledgments which is inconsistent with or different from any provision, term or condition contained herein, including all Exhibits hereof, shall be of no legal effect whatsoever and shall not be binding upon the parties hereto, unless such provision, term or condition is specifically accepted or approved in writing by the Commissioner, no Product is to be delivered parties hereto. 10.5 In the event of a conflict or furnished by Contractor until transmittal of an official Purchase Order from inconsistency between these terms and conditions and the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective terms and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders conditions set forth in the Contract Company's General Terms and Conditions, then such conflict or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms inconsistency shall be resolved in favor of the terms most favorable by giving preference to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions set forth herein. 10.6 No provision of this Agreement shall be interpreted as obligating the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt Company to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Orderaccept any order received from Distributor. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer The Company may, in its sole discretion, accept or reject any order. No order shall be binding upon the discretion Company unless and until accepted by the Company in writing. 10.7 The Distributor shall have no authority to accept orders on behalf of the OGS Commissioner and without cost Company or to commit the StateCompany to any undertaking including, result in but not limited to, the cancellation sale or delivery of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceany Product.

Purchase Orders. Unless otherwise authorized 9.1 Each purchase order issued in connection with this Agreement, together with any Scope of Work attached to the purchase order or agreed to in connection therewith, sets out the specific terms for the provision of Material and Services (each a “Purchase Order”). Each Purchase Order constitutes a separate contract. The provisions of this Agreement apply to, and will be incorporated into, each Purchase Order. If the Parties intend a Purchase Order to change or override the provisions of this Agreement, the Purchase Order must clearly indicate the Parties’ intention to establish a different priority, including a clear acknowledgement specifically referring to the provisions of this Agreement that are changed or overridden. 9.2 Supplier agrees to contract directly with an Owner Affiliate by entering into with such Owner Affiliate a Purchase Order that incorporates the provisions of this Agreement. In such case: (a) the rights and obligations of “Owner” in this Agreement will apply to the applicable Owner Affiliate together with any necessary conforming changes; (b) Owner Affiliate will be solely responsible for its obligations under such Purchase Order, and neither Owner nor any other Owner Affiliate will have any liability in connection with such Purchase Order; and (c) the provision and supply of the Material and Services under the Purchase Order executed with the Owner Affiliate will be for the benefit and use of Owner and other Owner Affiliates. 9.3 To the extent a Purchase Order relates to the provision of Material, such Purchase Order shall identify the Material by part number, quantities, delivery schedule, Price of each unit, and destination, and any other relevant matter which is necessary for the individual transaction to be adequately described. Any Purchase Order issued by Owner or an Owner Affiliate to Supplier shall be deemed issued under this Agreement whether or not this Agreement is referenced by the Purchase Order. 9.4 The Parties acknowledge and agree that any Services or Material contemplated by a Purchase Order shall be identified in a scope of work agreed to in writing by the Commissioner, no Product is Parties (a “Scope of Work”). A Scope of Work shall be deemed to be delivered or furnished by Contractor until transmittal form part of an official such Purchase Order from for the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders purposes of this Agreement and shall be effective and binding upon the Contractor when placed (i) attached as Exhibit “B” to this Agreement, or (ii) attached to or issued in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions relation to the Purchase Order that conflict with in the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized Userform attached as Exhibit “B”, or fulfill (iii) described in Exhibit “B” to this Agreement and in the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor (i) in the case of formal written Purchase Orders, when placed in the mail or electronically transmitted prior to the termination of the contract periodContract, and addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationNotification or (ii) in the case of electronic Purchase Orders or Purchasing Card purchases, when electronically transmitted to the Contractor prior to the termination of the Contract. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear be identified with the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by Under the CommissionerContract, no Product is to be delivered or furnished by Contractor until transmittal of an official Eligible Users may place orders using a Purchase Order from the Authorized Useror using a Purchasing Card, per Section 5.13. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information Eligible Users shall be in accordance with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, Section 7.1 Price Sheet & Ordering Instructions and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms Prices, Discounts, requirements, specifications, terms, and conditions of the Contract. The Contractor and the Eligible User agree to the following: • Under the Contract, Eligible Users may only place and Contractors shall only accept Purchase Orders for Manufacturer / Brand Name the Contractor has is awarded. • For each Manufacturer / Brand Name and contractual service ordered, Eligible Users are responsible for notating the option of rejecting following information on and with the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions based on their negotiations with the Contractor: o Eligible User’s issuing contact person and contact information; o Contractor Information from the Ordering Instructions; o State Term Contract Number and Name; o Manufacturer / Brand Name: Commodity Codes, Line Number, and description, and negotiated Equipment Net Price; ▪ Note: Specify any special needs or instructions (e.g., other associated equipment). Ifo Attachments & Accessories (if applicable, with respect to an Agency Specific individually listed): Attachments & Accessories code and description, and negotiated Attachments & Accessories Net Price; ▪ Note: Specify any special needs or instructions (e.g., other associated equipment). o Parts (if applicable, individually listed): Part code and description, and negotiated Part Net Price; o Any Eligible User special instructions, requirements, terms, and conditions; o Total State Term Contract let by negotiated Price (sum of the OGS Commissionerapplicable negotiated Equipment Net Price(s); Attachments & Accessories Net Price(s); Parts Net Price(s). • Contractor shall honor all Purchase Orders received during the Contract Period of Agreement (Section 5.2) for Manufacturer / Brand Name the Contractor is currently awarded (Section 7.1, a Price Sheet & Ordering Instructions). • Contractor, from receipt of the Purchase Order until delivery is not received by made to the Contractor within two weeks after the issuance of a Contract Award Notificationordering Eligible User, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGSEligible User of any potential delivery delays. Failure to timely notify such officer mayThis Section 5.12, in the discretion Purchase Orders, does not modify or replace Section 4.2, Purchase Orders, of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized UserUser requiring the Product. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract for receipt of orders, or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioneragency specific contract, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation canceling of such requirement by the OGS Commissioner with with, at the Commissioner’s discretion, a corresponding reduction in the Contract contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing (a) The Owner may deliver Purchase Orders to the Vendor at any time and from time to time during the Contract Term for Products, Services, Software or other items of Work to be provided by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized UserVendor. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Such Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior sent to the termination Vendor either by certified mail, electronic transmission or another mutually acceptable manner to the address specified in Exhibit L of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award NotificationContract. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with governed by the terms and conditions of the Contract, unless otherwise agreed by the Contractor has parties in writing. Each Purchase Order shall specify, in reasonable detail, the option Products, Services, Software or other items of rejecting Work to be performed by the Vendor. [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Every Purchase Order tendered to Vendor by Owner must be accompanied by full payment of the prices, fees and charges for the Products, Services, Software or Work referenced in such Purchase Order, including all such charges and fees as transportation charges, taxes, duties and travel and living expenses, etc. Owner may request Vendor to quote such prices, fees and charges in advance of Owner's submission of the Purchase Order, however, tender of such a quote by Vendor shall not constitute the advance acceptance of the Purchase Order within five business days by Vendor. If the price of any of the ordered Products, Services, Software or Work or other charges or fees (such as transportation charges or travel and living expenses, etc.) cannot be determined at the time that Owner submits its receipt but Purchase Order to Vendor, or at such time that Vendor accepts such Purchase Order as provided in Section 3.3(a) below, Vendor shall first attempt to negotiate the additional written terms and conditions invoice Owner for such items in good faith accordance with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation provisions of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility Section 5.3 of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.

Purchase Orders. Unless 3.1 Purchase Order(s) shall be submitted in writing or electronically to the Zebra legal entity notified by Zebra and shall specify, at a minimum: the SDD part number (SKU) quantity, requested calendar start date, shipping and billing locations, and Distributor’s or Reseller’s (as applicable) sales or other tax identification number. Purchase Order(s) must also contain Distributor’s and/or Reseller’s (as applicable) name and address, the name and address of the End User, and the location where Services are to be performed. At Zebra’s sole and absolute discretion, Purchase Orders received without this information may be returned for completion. 3.2 Any electronically submitted Purchase Order or other request for Services submitted to Zebra shall be binding on Distributor or Reseller if it shows that it originated at Distributor’s or Reseller’s ( as applicable) business facility or by any of their respective employees or other authorized agents. Zebra shall acknowledge receipt of the Purchase Order and advise of ▇▇▇▇▇’s projected schedule including the Services start date. Such projected schedule and start date shall be conclusively deemed accepted by Customer unless notified to Zebra otherwise authorized in writing by the Commissionerearlier of (i) five (5) days after the date of ▇▇▇▇▇’s acknowledgment of receipt the Purchase Order, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from (ii) the Authorized UserEffective Date. Unless terminated Notwithstanding express designations as “proprietary” or cancelled pursuant to the authority vested in the Commissioner“confidential”, Purchase Orders or any other related documentation and the information contained therein shall not constitute Confidential Information or Proprietary rights of Customer. 3.3 No Purchase Order shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the on Zebra unless Zebra expressly accepts such Purchase Order. The State ▇▇▇▇▇ reserves the right to require any other information from the Contractor which the State deems necessary in order refuse to complete accept any Purchase Order placed under the Contract. Unless otherwise specifiedOrders for any reason, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor even if a previous quotation has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricebeen made.

Purchase Orders. Unless otherwise authorized Prior to or on the [CONFIDENTIAL TREATMENT REQUESTED], CLIENT shall submit Purchase Orders to BAXTER covering CLIENT's purchases of Kit Components and Kits pursuant to this Agreement. CLIENT shall not, without the written consent of BAXTER, designate (a) a Delivery Date in writing by a Purchase Order for Kits earlier than [CONFIDENTIAL TREATMENT REQUESTED] from the Commissionerdate CLIENT submits the Purchase Order therefor, no Product is provided that CLIENT has satisfied its obligations under this Agreement to enable sufficient Kit Components to be delivered available, or furnished by Contractor until transmittal of an official (b) a Delivery Date in a Purchase Order for Kit Components earlier than [CONFIDENTIAL TREATMENT REQUESTED] from the Authorized Userdate CLIENT submits the Purchase Order. Unless terminated or cancelled pursuant to Within [CONFIDENTIAL TREATMENT REQUESTED] after the authority vested in receipt of a Purchase Order, BAXTER shall provide a confirmation of receipt of such Purchase Order setting forth the Commissioner, Purchase Orders shall be effective Delivery Date that BAXTER will meet and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination setting forth ▇▇▇▇▇▇'▇ filling date for such order. Upon CLIENT's receipt of the contract periodconfirmation, addressed such Purchase Order shall become a "Firm Purchase Order." If BAXTER is unable to meet the Contractor at specified Delivery Date, except when caused by CLIENT's delay in delivery of Bulk Conjugated Antibody or other CLIENT Supplied Components, BAXTER shall so notify CLIENT and provide to CLIENT an alternative Delivery Date which shall not be more than [CONFIDENTIAL TREATMENT REQUESTED] later than the address for receipt of orders initial Delivery Date designated by CLIENT in its Purchase Order. In the event that CLIENT modifies or cancels a Firm Purchase Order without ▇▇▇▇▇▇'▇ written consent, CLIENT shall pay the Cancellation Fees as set forth in the Contract or in Product Master Plan. To the Contract Award Notification. All extent of any conflict between Purchase Orders issued pursuant to Contracts let submitted by the Commissioner must bear the appropriate Contract number andCLIENT and this Agreement, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms this Agreement shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricecontrol.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor‘s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to, and including the Expiration Date of this Contract, are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. c. The University and the Contractor to request in writing that the appropriate Authorized User forward specifically agree as follows: i. Upon receipt of a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order that is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. PENNSYLVANIA STATE SYSTEM OF HIGHER EDUCATION PASSHE‐SPC‐1.5 REV: DECEMBER 2023 ii. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. iii. Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. Unless otherwise authorized in writing (i) Upon delivery of Products to the Golf Course Customer pursuant to a Purchase Order, it shall issue or cause to be issued a Purchase Order Invoice (and deliver any other related documents required by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal applicable Purchase Order for issuance of an official invoice on account of such Purchase Order) to the Approved Leasing Company named in such Purchased Order for the full Purchase Order from Price. The Purchase Order Invoice shall direct the Authorized User. Unless terminated or cancelled pursuant Approved Leasing Company to make payment to the authority vested Lockboxes. No Company shall accept any payment (including rebates, set-offs, and other adjustments) with respect to any Purchase Order Invoice other than through the Lockboxes. Each Company shall receive and hold in trust for the CommissionerAgent, for the ratable benefit of the Lenders, all sums and instruments representing payment of any Purchase Orders shall be effective Order Invoice and binding upon all Purchase Order Proceeds which for any reason come into the Contractor when placed in the mail possession of such Company, its agents, representatives or electronically transmitted prior any other party acting on behalf of such Company, and promptly to deliver or cause delivery of such sums to the termination Agent. (ii) It shall (A) take all actions necessary for the packaging and the shipment of the contract period, addressed Products to the Contractor at Golf Course Customers in accordance with the address for receipt of orders Purchase Orders, including, without limitation, processing, packaging, shipping, warehousing, and insuring Products in accordance with the specifications set forth in the Contract or in applicable Purchase Order and this Agreement, (B) provide the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by Agent with written notice (including the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessarydate shipped, the Authorized User may confirm pricing destination, the expected delivery date and other Product information with the Contractor prior to placement shipper) of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any each shipment of Purchase Order placed under Inventory immediately following shipment thereof, (C) immediately after issuance to the Contract. Unless otherwise specified, all Approved Leasing Company deliver a copy of each Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with Order Invoice to the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentAgent, and the Contract terms shall be resolved (D) collect in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict a manner consistent with the terms and conditions of the Contractpast practices, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, payment with respect to each Purchase Order Invoice. (iii) It shall immediately notify the Agent in writing if (A) an Agency Specific Contract let by the OGS Commissioner, a Eligible Purchase Order is not received cancelled by the Contractor within two weeks after Approved Leasing Company or the issuance Golf Course Customer listed thereon, (B) an Eligible Purchase Order becomes a Delinquent Purchase Order or (C) an Approved Leasing Company or a Golf Course Customer asserts any claim, return, dispute or offset regarding the Products or payment therefor. (iv) It shall deliver or cause to be delivered to the Agent all documents, notices, instruments, statements and bills of a Contract Award Notification, it is the responsibility of the Contractor lading relating to request in writing that the appropriate Authorized User forward a Products and Purchase Order Inventory relating to an Eligible Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing (a) SunPower shall order Products by the Commissioner, no Product is delivering to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested Enphase a written purchase order substantially in the Commissionerform of Exhibit E (each, a “Purchase Order”) setting forth: (i) the Price for each Product ordered consistent with the Prices set forth in Exhibit B; (ii) the quantity and SKU of Products ordered; and (iii) the requested Delivery Date, which shall not be less than the applicable Delivery Lead Time. Purchase Orders shall be effective submitted via the process reasonably requested by Enphase and binding upon mutually agreed by the Contractor when placed Parties. (b) If SunPower submits a Purchase Order requesting a Delivery Date at a time less than the applicable Delivery Lead Times, Enphase shall use commercially reasonable efforts to fulfill the Purchase Order by the requested Delivery Date, however, Enphase makes no commitment that it can meet such time frame and shall have no liability for failure to deliver in such expedited timeframe, and for purposes of measuring any delays or default with respect to such Purchase Order, the Delivery Date shall mean the later of the requested Delivery Date and the earliest Delivery Date consistent with the Delivery Lead Time. (c) A Purchase Order requires Enphase’s signed acknowledgement (“Order Acknowledgment”) and acceptance within four (4) Business Days of the date that it was sent to Enphase. If Enphase fails to execute and return a Purchase Order without providing SunPower with notice of a defect or its rejection within that four (4) Business Day period, the Purchase Order will be automatically accepted (provided such Purchase Order and the submission thereof complies with Section 2.2(a)), and Enphase agrees that SunPower may rely on that automatic acceptance for all purposes. If Enphase notifies SunPower of a defect in the mail or electronically transmitted prior to Purchase Order during the termination of the contract four (4) Business Day period, addressed the four (4) Business Day period no longer applies and SunPower must resubmit a correct Purchase Order at which time the four (4) Business Day period will start over. An accepted Purchase Order is a binding commitment to purchase and sell Products under the Contractor at the address for receipt terms of orders that Purchase Order and this MSA, provided, however, that no additional or conflicting terms set forth in the Contract a Purchase Order shall be of any force or in the Contract Award Notificationeffect. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement Upon issuance of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specifiedAcknowledgment, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order shall be non-cancelable. Once per Purchase Order, SunPower may reschedule Delivery under such Purchase Order at no charge, provided that conflict the rescheduled Delivery Date is within the same calendar quarter as the original Delivery Date and consistent with the Delivery Lead Time. The Parties agree that Purchase Orders will be governed by the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the this MSA. Any additional written or different terms and conditions proposed by either Party in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received or Order Acknowledgement are rejected and shall have no effect unless such terms are otherwise agreed by the Contractor within two weeks after the issuance of Parties in a Contract Award Notification, it is the responsibility of the Contractor to request in signed writing that specifically identifies the appropriate Authorized User forward a provision of this MSA being modified, superseded, or otherwise altered for any such Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor‘s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to, and including the Expiration Date of this Contract, are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. c. The University and the Contractor to request in writing that the appropriate Authorized User forward specifically agree as follows: i. Upon receipt of a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order that is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. PENNSYLVANIA STATE SYSTEM OF HIGHER EDUCATION PASSHE-SPC-1.5 REV: DECEMBER 2023 ii. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. iii. Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. Unless otherwise authorized From time to time during the term hereof, the Company will place a written order (an “Order”) for specific Products with Contractor. Each Order will show quantities by line, price, delivery dates (each a “Delivery Date”), shipping dates and priorities and shall reference this Agreement. Contractor agrees to accept all Orders for Products that comply with the terms of this Agreement and that do not vary in writing time or more than ten percent (10%) in quantity from the rolling forecasts provided by the Commissioner, no Product is Company to Contractor pursuant to Section 2.5 hereof (Schedule 2.5) and cause such Products to be delivered or furnished Manufactured in a timely manner during the term of this Agreement, provided such Orders are received by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted at least ninety (90) days prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationfirst scheduled Delivery Date. All Purchase such Orders issued pursuant must conform to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of this Agreement and shall be effective only upon being signed and marked “Accepted” by an officer or designated representative of the ContractContractor or acknowledged “Accepted” by electronic correspondence (including email) by an officer or authorized representative of Contractor. Contractor shall either accept or reject Orders within five (5) business days following receipt of an Order. Orders not accepted or rejected within the five (5) day period shall be deemed accepted. If there are any discrepancies between this Agreement and any Orders, this Agreement will prevail and no other terms or conditions set forth in the Purchase Orders shall apply unless agreed to in writing by the parties. If after the execution of any Order the Contractor becomes unable to meet any Delivery Date specifically because of the Company’s failure to perform with regard to product design or approvals, Contractor must give prompt notice of the expected delay. Company may then, at its sole option, cancel the Order or amend the Delivery Date. To amend the Delivery Date, , all such amendments must be documented in writing and must be signed by an authorized Company representative and an authorized Contractor representative. The Company shall be responsible for Contractor’s actual expenses related to the production of Products for which Orders are cancelled, including, but not limited to, the Contractor has the option cost of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms materials and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received components purchased by the Contractor within two weeks after or the issuance Subcontractor for the Manufacture of a Contract Award Notification, it is Products covered by accepted Orders. The Company’s responsibility for such expenses shall be limited to the responsibility Unit Price of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement items listed on Schedule 4.1 for each item affected by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricecancellation.

Purchase Orders. Unless otherwise authorized in writing All Purchase Orders under this Agreement shall be submitted by a Purchaser. Each Purchaser may deliver Purchase Orders to Vendor at any time and from time to time during the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized UserTerm. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Such Purchase Orders shall be effective and binding upon the Contractor when placed in the mail sent to Vendor either by certified mail, electronic transmission or electronically transmitted prior another mutually acceptable manner to the termination of following address: *** Certain information on this page has been omitted and filed separately with the contract period, addressed Commission. Confidential treatment has been requested with respect to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationomitted portions. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with governed by the terms and conditions of this Agreement, unless otherwise agreed by the Contractparties in writing. Each Purchase Order shall reference this Agreement and specify, in reasonable detail, the Contractor has Products, Services or other items of Work to be provided by Vendor. All Purchase Orders shall be deemed to incorporate and be subject to the option terms and conditions of rejecting this Agreement unless otherwise agreed in writing. All Purchase Orders, including electronic orders, shall contain the information necessary for Vendor to fulfill the order. Vendor shall comply with all purchasing requirements set forth in Exhibit [D]. No provision or data on any Purchase Order or any Vendor order acknowledgment, or contained in any documents attached to or referenced the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith or order acknowledgment or any subordinate document (such as shipping releases), which is inconsistent with the Authorized Userterms of this Agreement shall be binding, or fulfill except data necessary for Vendor to fill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceorder.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor’s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders will be issued electronically. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance following business day. c. Upon receipt of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. d. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. Unless otherwise authorized in writing by Under the CommissionerContract, no Product is to be delivered or furnished by Contractor until transmittal of an official Eligible Users may place orders using a Purchase Order from the Authorized Useror using a Purchasing Card, per Section 5.13. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information Eligible Users shall be in accordance with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, Section 7.1 Price Sheet & Ordering Instructions and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms Prices, Discounts, requirements, specifications, terms, and conditions of the Contract. The Contractor and the Eligible User agree to the following: Under the Contract, Eligible Users may only place and Contractors shall only accept Purchase Orders for Manufacturer / Brand Name the Contractor has is awarded. For each Manufacturer / Brand Name and contractual service ordered, Eligible Users are responsible for notating the option of rejecting following information on and with the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions based on their negotiations with the Contractor: Eligible User’s issuing contact person and contact information; Contractor Information from the Ordering Instructions; State Term Contract Number and Name; Manufacturer / Brand Name: Commodity Codes, Line Number, and description, and negotiated Equipment Net Price; Note: Specify any special needs or instructions (e.g., other associated equipment). IfAttachments & Accessories (if applicable, with respect to an Agency Specific individually listed): Attachments & Accessories code and description, and negotiated Attachments & Accessories Net Price; Note: Specify any special needs or instructions (e.g., other associated equipment). Parts (if applicable, individually listed): Part code and description, and negotiated Part Net Price; Any Eligible User special instructions, requirements, terms, and conditions; Total State Term Contract let by negotiated Price (sum of the OGS Commissionerapplicable negotiated Equipment Net Price(s); Attachments & Accessories Net Price(s); Parts Net Price(s). Contractor shall honor all Purchase Orders received during the Contract Period of Agreement (Section 5.2) for Manufacturer / Brand Name the Contractor is currently awarded (Section 7.1, a Price Sheet & Ordering Instructions). Contractor, from receipt of the Purchase Order until delivery is not received by made to the Contractor within two weeks after the issuance of a Contract Award Notificationordering Eligible User, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGSEligible User of any potential delivery delays. Failure to timely notify such officer mayThis Section 5.12, in the discretion Purchase Orders, does not modify or replace Section 4.2, Purchase Orders, of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Company shall provide Contractor until transmittal of an official with a Purchase Order for Manufacture of Product. Such Purchase Order is Contractor’s sole authorization for Manufacture of Product and invoicing Company for Product delivered. Contractor assumes full risk and responsibility, and Company shall not be required to share risk in any case where Contractor manufactured Product for which no Purchase Order(s) was placed by Company to Contractor. Contractor agrees to immediately cease manufacturing of Product in each case where Company is forced to cancel Purchase Order(s) for Product as a result of one or more Company customer Purchase Order cancellations. Contractor agrees to acknowledge Company’s Purchase Order within three (3) business days from receipt by e-mail or other electronic means, or notify Company that it needs a longer period of time to accept Company’s Purchase Order. The Purchase Order shall come into force and effect from the Authorized Userdate of Contractor’s acknowledgment of Company’s Purchase Order. Unless terminated or cancelled pursuant to the authority vested in the CommissionerContractor, Purchase Orders as well as Company, shall be effective bound by all terms and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders conditions set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict consistent with the terms and conditions of the Contract, the Contractor has the option of rejecting the herein agreed upon. The Purchase Order within five business days will specify the Product, respective quantities, authorized price and Delivery Date(s). The price payable to Contractor for any Product that has been sold to Company before the date of its receipt but this Agreement shall first attempt be the price at which such Product most recently was sold by Contractor to negotiate the additional written terms and conditions Company (including applicable quantity discounts) until changed by mutual agreement or in good faith accordance with the Authorized User, or fulfill terms of this Agreement. Pricing will not be effective for New Product until agreed to by both parties. In the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute event of any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, disagreement between a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of timeand this Agreement, the terms of this Agreement shall prevail. RFM ____ 6.1 Release of Work Orders to Manufacture Product. Company Purchase Order(s) provide Contractor shall promptly notify in writing the appropriate purchasing officer in OGSwith authorization to release Contractor internal work orders for Manufacture of Product. Failure Contractor agrees not to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, release internal work orders that result in greater quantities of Product being manufactured than authorized by Company Purchase Order(s), factoring in normal yield and line losses. Contractor also agrees to take into account residual quantities of Product remaining from completion of previous internal work orders for the cancellation same Product when deciding on the quantity of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceProduct to be released into manufacturing to fulfill new Company Purchase Order(s).

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any shall be deemed to incorporate the terms and conditions set forth in this Contract by reference. Should an Authorized User add pre- printed terms and conditions to the purchase order that conflict with the terms and conditions of this contract, the Contractor has the option of rejecting the order after first attempting to negotiate the additional pre-printed terms and conditions in good faith with the Authorized User, or of filling the order. Any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an The Purchase Order shall indicate the address for delivery of the Product. Authorized User add written terms shall confirm pricing, supported hardware platforms and conditions model availability with Contractor prior to placement of orders. Contractor’s order form shall, at a minimum, contain the Purchase Order that conflict with the terms NYS Product reference number, license type, price, and conditions of the Contractmust separately itemize quantities for software, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms documentation, and conditions in good faith with the Authorized User, or fulfill the Purchase Orderservices. Notwithstanding the above, the Authorized User The State reserves the right to dispute require any discrepancies arising other information from the presentation of additional terms and conditions with Contractor, which the Contractor. If, with respect State deems necessary in order to an Agency Specific Contract let by the OGS Commissioner, a verify any Purchase Order is not received by placed under the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceContract.

Purchase Orders. Unless otherwise authorized in writing by a. This Contract has been established based on RFP #2020-COOP-LAV-45 for Online Proctoring Solutions (Services) and contains a not to exceed value for the CommissionerServices at established prices, no Product is to be delivered but does not provide a guarantee of work being awarded under this Contract. A University or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Public Agency may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide the mail or electronically transmitted prior Services under this Contract. These orders constitute the Contractor’s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information be performed in accordance with the Contractor prior to placement of the Purchase Orderthis Contract. The State reserves the right Contractor is not permitted to accept Purchase Orders that require any other information from the Contractor which performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the State deems necessary System’s Contracting Officer, but in order to complete any event, no longer than ninety (90) days after the Expiration Date of this Contract period. Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions of set forth in this Contract. The Contractor shall have the Contractability to accept or reject a Purchase Order based on its ability to schedule the Services. b. This Contract does not constitute a commitment to purchase the Services by the State System or any Public Agency. Any purchases made under this Contract shall be made directly by a State System University, or Public Agency. The Contractor shall make available, at a minimum, the Contractor has Services as described in greater detail herein pursuant to the option of rejecting terms and conditions set forth in this Contract. c. The Parties agree that no writing shall be required in order to make the Purchase Order within five legally binding, notwithstanding contrary requirements in any law. The Parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in any judicial or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business days records originated and maintained in documentary form. Neither party shall contest the admissibility of its receipt but copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the Parties. A Purchase Order or acknowledgment shall first attempt be deemed to negotiate be genuine for all purposes if it is transmitted to the additional written terms location designated for such documents. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary. d. Any resulting Purchase Order shall be between the University or Public Agency, and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized (a) All Purchase Orders for GigOptix’s Semiconductor Products placed by Distributor to GigOptix shall be in writing and shall be subject to acceptance in writing by GigOptix. (b) The terms and conditions of this Agreement and the Commissioner, no Product is Executed Quotation will apply to be delivered or furnished by Contractor until transmittal of an official each Purchase Order from the Authorized Useraccepted or shipped by GigOptix hereunder. Unless terminated Any terms, conditions or cancelled pursuant to the authority vested in the Commissioner, information appearing on any Purchase Orders shall or acknowledgments or related correspondence, other than the part number, price, quantity, ship-to address, shipping instructions and requested delivery date, will be effective and binding upon of no effect unless expressly specified in this Agreement. (c) In the Contractor when placed event that Distributor cancels a Purchase Order that has been accepted in writing by GigOptix: (i) If the mail Purchase Order is for services (e.g. Non-Recurring Engineering (NRE) or electronically transmitted prior to setup), the termination of the contract period, addressed to the Contractor at the address for receipt of orders cancellation charges will be as set forth in the Contract or in statement of work that accompany the Contract Award Notification. All Purchase Order for such services. (ii) Purchase Orders issued pursuant to Contracts let for Semiconductor Products cannot be cancelled, nor can they be returned once shipped by GigOptix, unless Distributor gives GigOptix the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor notice for cancellation at least sixty (60) days prior to placement of the Purchase Order. The State confirmed delivery date. (d) GigOptix reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, charge rescheduling fees once a Purchase Order is not received for Semiconductor Products has been accepted by GigOptix except as expressly set forth below. Rescheduling fees may include without limitation charges for work in progress or work already completed, and are immediately due and payable upon the Contractor within two weeks after request to reschedule. No fee will apply to the issuance of a Contract Award Notificationrequest to reschedule one particular item, per line item if it is made more than 2 weeks from the responsibility scheduled date of shipment to be delivered within the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricesame calendar quarter.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior submitted to the termination Lender once each week together with the Weekly Report by the Company described hereinbelow. Each submission of a Purchase Order by the contract period, addressed Company to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let Lender shall constitute a representation by the Commissioner must bear Company that (i) the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement copy of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable delivered to the Authorized User. Should an Authorized User add written terms Lender is true, correct and conditions to complete, (ii) the Purchase Order that conflict with represents a valid and binding order from a dealer for the terms and conditions immediate delivery of the Contractnumber of motorcycles identified therein, the Contractor has the option of rejecting (iii) the Purchase Order within five business days of its receipt but shall first attempt is in full force and effect and has not been modified, amended, rescinded or revoked, (iv) the dealer named in the Purchase Order is obligated to negotiate pay for the additional written terms motorcycle(s) identified therein, and conditions in good faith with (v) either the Authorized UserPurchase Order has been approved for floor plan financing by a Floor Plan Lender, or fulfill the Purchase OrderCompany has received a deposit for one-third of the purchase price and has deposited the same in the Anchor Account. Notwithstanding the aboveIn addition, the Authorized User reserves Company may submit to the right Lender for funding a Purchase Order for a cash sale of a motorcycle to dispute a dealer that is neither covered by a Floor Plan Lender nor by a deposit, provided that (A) the dealer is obligated under a written dealer agreement to pay the initial one-third deposit when the Company commences assembly of the motorcycle, (B) the dealer's credit is acceptable to the Lender, and (C) the Lender shall not be required to advance Loan funds for more than one such motorcycle without a deposit at any discrepancies arising from one time. To the presentation of additional terms and conditions with extent that the Contractor. If, with respect to an Agency Specific Contract let dealer's purchase price for any such motorcycle covered by the OGS Commissioner, a Purchase Order is less than $17,588, the Lender may reduce the $10,000 Loan amount for that motorcycle proportionately. The Lender shall not received by be required to approve any Purchase Order from a dealer that has refused to accept delivery from the Contractor within two weeks after Company under any previous Purchase Order or (if the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within to be covered by floor plan financing) that is in default under the floor plan financing provided by a reasonable period Floor Plan Lender. If any Purchase Order against which the Lender has advanced Loans is thereafter canceled by the respective dealer, then the amount of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost subsequent Loans otherwise available to the State, result in the cancellation of such requirement Company shall be reduced by the OGS Commissioner with a corresponding reduction in the Contract quantity and price$10,000.

Purchase Orders. Unless otherwise authorized No later than five business days after approval of a Schedule, Twinlab shall issue a firm purchase order in writing the format set forth as Exhibit 4.2, the form and content of which are incorporated herein by reference (the Commissioner"PURCHASE ORDER"), no Product is which Purchase Order shall state the quantities and desired delivery date for the Products, and the delivery location for the Products Twinlab shall require for the subject month. Anabolic shall acknowledge and confirm receipt of each Purchase Order within seven days of receipt. To the extent of any conflict or inconsistency between the term of this Agreement and any other document delivered by Twinlab, this Agreement shall govern. Twinlab may cancel any Purchase Order at any time prior to be delivered or furnished by Contractor until transmittal receipt of an official acknowledgement and acceptance of such Purchase Order by Anabolic. In the event of cancellation of a Purchase Order after acceptance by Anabolic, any portion of the raw materials or work in process applicable to such Purchase Order that can be used to satisfy a subsequent Purchase Order issued within sixty (60) days of such cancellation shall be applied against the purchase price for that subsequent Purchase Order. If a subsequent Purchase Order for the Products at issue is not issued within sixty (60) days of such cancellation, Anabolic will, upon written request from Twinlab, deliver all raw materials and work in process, to Twinlab in the Authorized Usersame manner as Products are delivered, and Twinlab shall reimburse Anabolic for the cost of any raw materials, work in process and any manufacturing costs incurred in connection with such cancelled Purchase Order. The costs associated with such a cancelled Purchase Order shall not constitute any part of the Purchase Obligation. Unless terminated or cancelled pursuant to the authority vested in the Commissionermutually agreed, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination for a minimum batch size of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price50,000 dosage units.

Purchase Orders. Unless otherwise authorized Buyers (as defined below) shall place purchase orders (“Purchase Orders”) for and buy from Evergreen PV Modules in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of this Agreement. All supply of the Contract, PV Modules to Buyer by Evergreen during the Contractor has the option term of rejecting the Purchase Order within five business days of its receipt but this Agreement shall first attempt to negotiate the additional written be governed only by this Agreement notwithstanding any preprinted terms and conditions in good faith with the Authorized User, on Evergreen’s acknowledgment or fulfill the Buyer’s Purchase Order. Notwithstanding In the aboveevent of any conflict between this Agreement and any Purchase Order, this Agreement shall prevail unless the Authorized User reserves Parties execute a side letter attached to such Purchase Order expressly overriding the terms of this Agreement. Purchase Orders shall specify product type, quantity, destination, and requested shipment date. Provided a Purchase Order is for PV Modules within the required commitments of this Agreement and does not conflict with the limitations or provisions of this Agreement, Evergreen shall acknowledge such Purchase Order by written notice or e-mail transmission delivered to PowerLight within five (5) business days following Evergreen’s receipt of such Purchase Order. Any additional or different terms in Evergreen’s acknowledgements, Buyer’s purchase orders, or other such documents of either Party in connection with orders or acknowledgements are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given. Each of PowerLight Corporation and PowerLight Systems AG and their respective wholly-owned Subsidiaries shall have the right to dispute issue Purchase Orders hereunder (such entity, which may include PowerLight Corporation, PowerLight Systems AG, or any discrepancies arising from of their respective Subsidiaries, a “Buyer”). Notwithstanding the presentation foregoing, each such Buyer, PowerLight Corporation and PowerLight Systems AG shall be jointly and severally liable for all obligations incurred by any of additional terms them and conditions with any Buyer hereunder including as a result of issuing such Purchase Order. Quantities of sales hereunder are the Contractoraggregate of such sales made by all the Buyers, and aggregate Sales to Buyers hereunder shall satisfy Evergreen’s obligation to sell, and PowerLight’s obligation to purchase and place Purchase Orders hereunder. IfAs used in this Agreement, “Subsidiary” means, with respect to an Agency Specific Contract let a Party, another entity directly or indirectly controlled by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceParty.

Purchase Orders. Unless otherwise authorized 2.1 Finsbury Green may place orders for the Subcontractors Services by issuing the Subcontractor with a purchase order in writing the form used by Finsbury Green from time to time (‘Purchase Order’). 2.2 The Subcontractor will process Finsbury Green’s Purchase Order immediately on receipt. The Subcontractor shall be deemed to have accepted the Purchase Order unless the Purchase Order has been declined , within one (1) business day of receipt by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement Subcontractor of the Purchase Order. . 2.3 The State Subcontractor acknowledges that Finsbury Green is not obliged to issue any Purchase Order, does not guarantee any volume of business for the Subcontractor, does not commit to ordering any minimum quantity or value from the Subcontractor and will not undertake any Subcontractor Services without a Purchase Order from Finsbury Green. 2.4 Finsbury Green reserves the right to require cancel at any other information from the Contractor which the State deems necessary in order to complete time any Purchase Order, which may be in progress. The Subcontractor shall document the costs incurred by the cancellation of a Purchase Order placed under the Contractin progress and submit to Finsbury Green for review, authorisation and payment. Unless otherwise specifiedFinsbury Green will pay such costs unless Finsbury Green considers, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly in its sole discretion but after consultation with the Contractor and any discrepancy between Subcontractor, such costs (or part of such costs) could have reasonably been mitigated by the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable Subcontractor. 2.5 Should an adjustment to the Authorized User. Should an Authorized User add written terms and conditions to value of a Purchase Order be required after the Purchase Order that conflict with is issued due to additional costs being incurred by the terms Subcontractor as result of (for example but not limited to) author’s corrections or revised quantities, the adjustment must be communicated to Finsbury Green (in the form of a variation within sourceit). Finsbury Green will accept or decline the variation within sourceit and conditions a new Purchase Order will be issued, but will not unreasonably decline the variation, for example if the reasons for the variation are beyond the reasonable control of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify Subcontractor (such officer may, as in the discretion of the OGS Commissioner and without cost to the State, result examples cited earlier in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricethis clause).

Purchase Orders. Unless otherwise authorized in writing by the Commissioner8.1 NCR will issue purchase orders to Supplier for Products (“Purchase Orders” or “POs”) using NCR’s standard form of purchase order which will contain Product identification, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from quantity, price and a need by date based on the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders lead times set forth in Exhibit 1 or any other written agreement between the Contract or in the Contract Award NotificationParties. All NCR will have no obligation to purchase any Products until a Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvalsOrder for Products has been placed with Supplier. As deemed necessary, the Authorized User may confirm pricing Supplier will acknowledge a Purchase Order and other Product information with the Contractor prior to placement provide a Supplier ship date (“SSD”) within 5 business days after receipt of the Purchase Order. The State reserves After 5 business days, in the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specifiedabsence of a written acknowledgement, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with will be deemed accepted by Supplier. Orders are deemed conforming (and may not be rejected by Supplier) if: (a) the terms delivery dates are based on agreed lead times, (b) the quantity is within the limits set forth in the Forecast or within the quantity flexibility limits described in Exhibit 9, and conditions of (c) Purchase Orders are based on the Contractprice agreed by the parties. For any unforecasted order outside the flexibility parameters set forth in Exhibit 9, the Contractor has SSD will be based on the option of rejecting earliest material availability date. 8.2 The SSD will be within the need by date if the Purchase Order is (a) within five business days of its receipt but shall first attempt to negotiate forecast, plus upside flexibility parameters set forth in Exhibit 9, and (b) includes a need by date based on the additional written terms and conditions in good faith with the Authorized User, or fulfill agreed lead time. If the Purchase OrderOrder includes a need by date inside the agreed lead time and is for Products not included in the Forecast, Supplier may request additional material expedite costs and/or overtime costs for PPV in accordance with Exhibit 9. Notwithstanding Upon NCR’s approval for such additional costs, Supplier will provide a SSD based on the aboveearliest material availability date. 8.3 NCR may, at no additional cost and without penalty, but subject to the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. Ifflexibility parameters in Exhibit 9, with respect to an Agency Specific Contract let by the OGS Commissioner, re-schedule a Purchase Order is from its originally scheduled ship date over a period not received by to extend beyond 6 months from the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceoriginally scheduled ship date.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract Contract period, addressed to the Contractor at the address for receipt of orders oforders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts a Contract let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendorContractor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing Agencies shall order Services by issuing Purchase Orders as follows: Authorized Purchasers shall submit Purchase Orders to Contractor identifying any agreed upon Service details. Authorized Purchasers that are agencies of the Commissioner, no Product State of Oregon may use either of the following as ordering instruments: i) the DAS-approved purchase order form (attached as Exhibit 3); or ii) an electronic ordering method when the Authorized Purchaser is to be delivered or furnished by Contractor until transmittal of an official using a Small Purchase Order Transaction System (SPOTS) card. Unless expressly authorized by DAS in writing, Contractor shall not accept a different type of ordering instrument from a State agency. Authorized Purchasers that are not agencies of the State of Oregon may use their own Purchase Order forms. To be effective, the Purchase Order must specify all of the following: • The MANDATORY PURCHASE ORDER LANGUAGE set forth below. • The specific Services ordered. • The net price. • The requested delivery schedule. • The delivery location(s). • The invoicing address. • The Authorized Purchaser’s authorized representative contact information including email address. Contractor shall accept Purchase Orders from Authorized Purchasers that comply with the provisions of this Price Agreement until this Price Agreement terminates. Each such Purchase Order Contractor accepts shall create a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. DAS is not obligated or liable under a Purchase Order unless DAS is the Authorized UserPurchaser. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the A Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let created by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any a Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor consists only of the terms most favorable to the Authorized Userspecified or required by this Price Agreement. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the ContractAdditional, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written different or conflicting terms and conditions in good faith with any Purchase Order are of no effect. Contractor shall reject any Purchase Order that does not meet the requirements of this Price Agreement. Contractor shall reject a Purchase Order from any entity that is not an Authorized User, or fulfill Purchaser. Contractor may verify Authorized Purchasers that are ORCPP participants at the following address: Contractor may verify Authorized Purchasers that are MCUA participants at the following address: ▇▇▇▇▇://▇▇▇▇.▇▇▇.▇▇.▇▇▇/ContractSearch/MCUAListing.aspx Nothing in this Price Agreement obligates any Authorized Purchaser to place any Purchase Order. Notwithstanding the aboveMANDATORY PURCHASE ORDER LANGUAGE: THIS PURCHASE IS SUBMITTED PURSUANT TO OREGON DAS PRICE AGREEMENT # DASPS-3270-19. THE PRICE AGREEMENT, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. IfINCLUDING STANDARD CONTRACT TERMS AND CONDITIONS (T'S & C'S) CONTAINED IN THE PRICE AGREEMENT, with respect to an Agency Specific Contract let by the OGS CommissionerIS INCORPORATED BY REFERENCE AND APPLIES TO THIS PURCHASE AND TAKES PRECEDENCE OVER ALL OTHER CONFLICTING T'S AND C'S, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceEXPRESS OR IMPLIED.

Purchase Orders. Unless otherwise authorized in writing by Where the CommissionerCustomer elects to place individual Purchase Orders under this Call Off Contract from time to time, no Product is the Customer, following consultation with the Supplier, shall specify the procedure for such adhoc orders of Goods and Services, such procedure to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested substantially in the Commissioner, Purchase Orders shall be effective and binding upon form set out at Appendix 1 of the Contractor when placed in the mail or electronically transmitted Order Form (Purchasing Procedure). The Customer may at any time up to 24 hours prior to the termination despatch of the contract period, addressed Goods and delivery of purchased Goods amend or cancel a Purchase Order by written notice to the Contractor Supplier. If the Supplier receives the written notice in accordance with clause 8.1.2 at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant any time up to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor 24 hours prior to placement despatch of the Purchase Order. The State reserves , the right Supplier shall not be entitled to require recover of any other information costs from the Contractor which Customer in relation to any amendment or cancellation of a Purchase Order. If the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation Customer amends or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting cancels the Purchase Order within five business days 24 hours prior to the despatch of the Purchase Order, the Supplier shall be entitled to reimbursement of its receipt but reasonably incurred costs provided that it mitigates such costs and provides evidence of those costs to the reasonable satisfaction of the Customer. For the avoidance of doubt, where the amendment or cancellation of the Purchase Order is directly or indirectly due to the Supplier’s failure to comply with its obligations under this Call-Off Contract, the Customer shall first attempt have no liability to negotiate the additional written Supplier in repsect of such amendment or cancellation. The Parties acknowledge and agree that the specific information and terms and conditions set out in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a validly executed Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility shall be applicable only in respect of the Contractor specific Goods and delivery of purchased Goods which have been ordered pursuant to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is and shall not received within a reasonable period be applicable to any other Goods and delivery of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure purchased Goods ordered pursuant to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceany other Purchase Order under this Call Off Contract.

Purchase Orders. Unless otherwise authorized in writing by (a) Nuwellis agrees to place annual Purchase Orders for the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Goods with multiple releases per a mutually agreed upon schedule. Each Purchase Order from must be given in writing, specify the Authorized Usertype and quantity of Goods ordered, and specify the Delivery Location. (b) For Console Services, an open Purchase Order will be placed, and any Console Services provided will be invoiced upon completion of such service. (c) KDI will assign a number to each Purchase Order it accepts (Order Number) and notify those Order Numbers to Nuwellis together with the Delivery Date by which the Goods specified in a Purchase Order will be ready for collection or shipment. Unless terminated or cancelled pursuant Each party must use the relevant Order Number in all subsequent correspondence relating to the authority vested in Purchase Order. (d) If there are any changes to the CommissionerSpecifications during the Term, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted ▇▇▇▇▇▇▇▇ agrees to notify KDI prior to the termination issuance of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the a Purchase Order. If the change to the Specifications is identified after the Purchase Order placement, Nuwellis will be responsible to compensate KDI for any extra expense associated with the change implementation. (e) If sub-contracting the supply of a Purchase Order is considered, KDI agrees to notify Nuwellis of that fact prior to the acceptance of a Purchase Order and obtain Nuwellis’s prior written approval. (f) The State reserves Parties intend for the right to require express terms and conditions contained in this Agreement (including any other information from the Contractor which the State deems necessary Schedules and Exhibits hereto) and in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the ContractParties' respective rights and obligations regarding the manufacture, purchase, and sale of the Contractor has Goods, and the option of rejecting Parties' agreement is expressly limited to such terms and conditions. Notwithstanding the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written foregoing, if any terms and conditions contained in good faith a Purchase Order conflict with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request contained in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of timethis Agreement, the Contractor shall promptly notify applicable term or condition of this Agreement will prevail and such contrary terms will have no force or effect. Except for such contrary terms, the terms and conditions of all Purchase Orders are incorporated by reference into this Agreement for all applicable purposes hereunder. Without limitation of anything contained in this Section 3.4(f), any additional, contrary, or different terms contained in any Confirmation or any of KDI's invoices or other communications, and any other attempt to modify, supersede, supplement or otherwise alter this Agreement, are deemed rejected by both Parties and will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized Representatives of both Parties. (g) KDI will use reasonable efforts to optimize its own supply chain and raw materials procurement in order to meet the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner terms and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceconditions this Agreement.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished 6.1 Any Purchase Order accepted by Contractor is subject to the terms of this Contract and will remain in effect until transmittal DMV accepts full Performance of an official the applicable Purchase Order, unless this Contract is sooner terminated. Neither Party shall be bound by any additional substantive terms that may appear in any Purchase Order, Product Schedule Update, Statement of Work or other additional terms. If a Purchase Order from includes any such terms, then they shall be void ab initio and have no effect. 6.2 Contractor may supplement the Authorized User. Unless terminated or cancelled pursuant Schedules and Exhibits at any time to make additional Deliverables and related items available to the authority vested State. Contractor shall include an effective date on each supplement. Contractor shall transmit any supplement to DMV with a cover letter documenting formal approval of the supplement by a Contractor representative duly empowered to so act. DMV shall evidence its acceptance of the changes only by issuing a Deliverables Schedule Update letter to Contractor. DMV shall then order such Deliverables by issuance of its Purchase Order. The Purchase Order process is subject to the following: (a) This Contract itself is not an authorization for Contractor to ship Deliverables or begin Performance in any way. Contractor may begin Performance only after it has received a duly issued Purchase Order against this Contract for Performance. (b) Contractor shall not commence Performance unless DMV issues the Commissioner, Purchase Order directly to Contractor and to no other party. (c) All Purchase Orders shall be effective in written or electronic form, bear this Contract’s contract number and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract periodcomply with all other State and DMV requirements, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationparticularly DMV’s requirements concerning procurement. All Purchase Orders issued pursuant in compliance with those requirements shall be deemed to Contracts let have been duly issued. (d) Any delivery made by the Commissioner must bear the appropriate Contract number andContractor without a duly issued Purchase Order in accordance with this Section is at Contractor’s own risk. (e) DMV may, if necessaryin its sole discretion, required State approvals. As deemed necessarydeliver to Contractor any or all duly issued Purchase Orders via electronic means only, the Authorized User may confirm pricing and other Product information with the DMV shall have no obligation to deliver to Contractor prior to placement a “hard copy” of the Purchase Order. The State reserves the right to require Order or a copy bearing any handwritten signature or other “original” marking. 6.3 Notwithstanding any other information from provision of this Contract, Contractor shall not make any material change to the Deliverables that alters the nature or scope of the Deliverables or their intended use without the prior written consent of DMV, which DMV may give or withhold in DMV’s sole and absolute discretion. DMV shall not give its consent unless the changed Deliverables are of a similar nature and have a similar use as the original Deliverables. 6.4 Contractor which shall ensure that the State deems necessary pricing of all Deliverables in order this Contract is always equivalent to complete or better than those for comparable Contractor offerings to any other customers of Contractor, including other state or local governments. If during the Term, Contractor provides more favorable pricing for the Deliverables to another one of Contractor’s customers, including other states or local governments, then Contractor shall extend that more favorable pricing to DMV, and this Contract will be deemed to be amended, automatically and without any act required of any Party, to provide that pricing under this Contract on a prospective basis. 6.5 DMV is authorized to use any Licensed Software solely for the State’s business purposes in connection with the Deliverables. Contractor shall provide copies of all such Licensed Software to DMV at the time of delivery of any Deliverables, including the source code for each Licensed Software. 6.6 No additions to or reductions in the Deliverables and prices for work completed in the Performance of any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved permitted unless DMV issues a change order in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict accordance with the terms and conditions of the ContractSection 8, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceChanges Within Scope.

Purchase Orders. Unless otherwise authorized in writing by (a) During the Commissionerterm of this Agreement, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders ETC shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in issue a written purchase order to complete any Purchase Order Manufacturer for each DVM, which purchase order shall state: "This purchase order is placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the ContractETC Agreement between ETC and Manufacturer, dated October 27, 2000. Purchase orders from ETC shall be deemed accepted by Manufacturer only upon execution by Manufacturer of a written acknowledgment of the Contractor order. Delivery dates for each DVM so ordered shall be determined by mutual agreement, which agreement shall be evidenced solely by the delivery schedule set forth in Manufacturer's acknowledgment. The foregoing method shall be the only method by which ETC commits to purchase DVMs from Manufacturer and Manufacturer commits to sell DVMs to Buyer. ETC agrees to assist Manufacturer in its production planning by providing Manufacturer each calendar quarter with a forecast of ETC's anticipated orders during the next six months. (b) ETC hereby acknowledges that Manufacturer has not completed the option of rejecting design for nor has Manufacturer built a single terminal DVM. Accordingly, in the event ETC submits to Manufacturer a Purchase Order within five business days for the delivery of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized Usera single terminal DVM(s), or fulfill the Purchase Order. Notwithstanding the above, the Authorized User Manufacturer reserves the right to dispute any discrepancies arising from delay acceptance of that portion of the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is which includes a single terminal DVM(s) for a period not received by to exceed ninety (90) days so as to allow Manufacturer the Contractor within two weeks after time necessary to complete the issuance of a Contract Award Notification, it is the responsibility design and development of the Contractor single terminal DVM. Manufacture will give ETC an artist rendering of the single terminal DVM as well as the Purchase Price as soon as commerically practical. ETC shall have ten (10) days from receipt of the rendering and Purchase Price to request in writing approve the same. In the event ETC does not approve the rendering or the Purchase Price, ETC may cancel that portion of the appropriate Authorized User forward a Purchase Order relating to the single terminal DVM without charge. (c) Initial Minimum Order. If, thereafter, a ETC agrees that its initial Purchase Order is shall not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricebe for less than nine (9) dual terminal DVM's.

Purchase Orders. Unless Seller’s authorization to perform work under this Agreement will be given by NSA in the form of a Purchase Order executed by an officer of NSA or their written designee (“Purchase Order”). NSA will not pay Seller for Products or charges for Products unless the Products are produced, and the charges were incurred, to fill an authorized Purchase Order previously submitted to Seller by NSA, except as provided in Section 17. The Purchase Orders shall set forth a quantity of Products which NSA requires from Seller and the delivery requirements. The Purchase Order is the authorization by NSA to order materials, allocate labor or equipment, or enter into any other commitments for the assembly of the Products. NSA shall issue Purchase Orders for delivery of Products at NSA’s discretion. Upon receipt of a Purchase Order, Seller shall send NSA within 48 hours written confirmation of such receipt and shall confirm the delivery date for such Products. Except as provided in ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ shall not be responsible for work performed, material purchased or other commitments or expenses incurred by Seller other than as stated in the Purchase Order provided by NSA unless otherwise authorized agreed to in writing by both Parties. Seller will ship Product on the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders date set forth in each Purchase Order provided that: (i) such date cannot be less than the Contract or number of days agreed upon in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let subsequent written memorandums signed by the Commissioner must bear the appropriate Contract number andParties and expressly referring to this Agreement; and (ii) NSA may, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of shipment, request that Seller delay the Purchase Ordershipment date subject to the Parties’ agreement to the payment by NSA for any additional storage charges. The State reserves the right Parties agree to require any other information from the Contractor which the State deems necessary in set minimum order to complete any Purchase Order placed under the Contract. Unless otherwise specified, sizes for all Purchase Orders against Centralized Contracts will under this Agreement in subsequent written memorandums signed by the Parties and expressly referring to this Agreement. NSA shall provide Seller monthly during the term of this Agreement with a good faith rolling forecast of its Product needs for the following twelve (12) month period. Except as provided in Section 17, such forecasts provided by NSA shall be placed by Authorized Users directly only for Seller’s production planning and capacity EXECUTION COPY planning purposes and negotiations with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentmaterials vendors, and the Contract terms shall be resolved not constitute Purchase Orders by NSA and shall in favor of the terms most favorable no way obligate NSA to the Authorized User. Should an Authorized User add written terms and conditions to the issue Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceOrders based thereon.

Purchase Orders. Unless otherwise authorized in writing (i) Upon delivery of Products to the Golf Course Customer pursuant to a Purchase Order, it shall issue or cause to be issued a Purchase Order Invoice (and deliver any other related documents required by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal applicable Purchase Order for issuance of an official invoice on account of such Purchase Order) to the Approved Leasing Company named in such Purchased Order for the full Purchase Order from Price. The Purchase Order Invoice shall direct the Authorized User. Unless terminated or cancelled pursuant Approved Leasing Company to make payment to the authority vested Lockboxes. No Company shall accept any payment (including rebates, set-offs, and other adjustments) with respect to any Purchase Order Invoice other than through the Lockboxes. Each Company shall receive and hold in trust for the Commissionersole and exclusive benefit of Calliope all sums and instruments representing payment of any Purchase Order Invoice and all Purchase Order Proceeds which for any reason come into the possession of such Company, Purchase Orders its agents, representatives or any other party acting on behalf of such Company, and promptly to deliver or cause delivery of such sums to Calliope; (ii) It shall be effective (A) take all actions necessary for the packaging and binding upon the Contractor when placed in the mail or electronically transmitted prior shipment of Products to the termination of Golf Course Customers in accordance with the contract periodPurchase Orders, addressed to including, without limitation, processing, packaging, shipping, warehousing, and insuring Products in accordance with the Contractor at the address for receipt of orders specifications set forth in the Contract or in applicable Purchase Order and this Agreement, (B) provide Calliope with written notice (including the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessarydate shipped, the Authorized User may confirm pricing destination, the expected delivery date and other Product information with the Contractor prior to placement shipper) of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any each shipment of Purchase Order placed under Inventory immediately following shipment thereof, (C) immediately after issuance to the Contract. Unless otherwise specified, all Approved Leasing Company deliver a copy of each Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentOrder Invoice to Calliope, and the Contract terms shall be resolved (D) collect in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict a manner consistent with the terms and conditions of the Contractpast practices, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, payment with respect to each Purchase Order Invoice. (iii) It shall immediately notify Calliope in writing if (A) an Agency Specific Contract let by the OGS Commissioner, a Eligible Purchase Order is not received cancelled by the Contractor within two weeks after Approved Leasing Company or the issuance Golf Course Customer listed thereon, (B) an Eligible Purchase Order becomes a Delinquent Purchase Order or (C) an Approved Leasing Company or a Golf Course Customer asserts any claim, return, dispute or offset regarding the Products or payment therefore. (iv) It shall deliver or cause to be delivered to Calliope all documents, notices, instruments, statements and bills of a Contract Award Notification, it is the responsibility of the Contractor lading relating to request in writing that the appropriate Authorized User forward a Products and Purchase Order Inventory relating to an Eligible Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by A. Notwithstanding the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders provisions set forth in the Contract paragraph entitled FORECASTS, Mykotronx shall issue purchase orders ("Purchase Orders") for all Product ordered which shall Include the unit price, quantity, cumulative price, anticipated delivery date and reference this Agreement. Place of delivery, method of transportation and carrier will be provided monthly, but at least thirty (30) days in advance of scheduled delivery date, via "Distribution Instructions". Any provisions, requirements (including Quality Assurance) or terms and conditions contained in the Contract Award Notificationa Purchase Order that are in addition to or inconsistent with this Agreement shall have no force and effect unless set forth in writing executed by both Parties. All Purchase Orders issued will be commercial and shall not contain reference to any Prime Contracts. Other additional terms and conditions shall have no force and effect. B Deliveries shall be made pursuant to Contracts let reasonable manufacturing schedules based on no less than a ninety (90) day lead-time. C Mykotronx agrees to place Purchase Orders for a minimum quantity of 100 Units for delivery per month and shall not exceed a maximum quantity of 800 units for delivery per month. When Purchase Orders exceed the forecasted requirements, as defined in Section 5, Seller and Mykotronx shall negotiate a reasonable delivery schedule and Seller shall submit to Mykotronx any associated cost impact in accordance with Section 8 "Changes". D Payment for product ready for delivery shall be made by Mykotronx net thirty (30) days from the Commissioner must bear date of an acceptable invoice (reference Section 34) Invoices shall be transmitted to Mykotronx at the appropriate Contract number and, if necessary, required State approvalstime the Product is deemed "accepted" as provided in Section 12. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State Seller reserves the right to require any other information access interest at the rate of 1.5% per month for repeated untimely payments received beyond forty-five (45) days from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contractinvoice date. Unless otherwise specified, all Purchase Orders against Centralized Contracts Payment will be placed by Authorized Users directly with made in U.S. Dollars. In the Contractor and event Mykotronx has any discrepancy between the terms stated on the vendor’s order formoutstanding invoice for more than forty-five (45) days, confirmation or acknowledgment, and the Contract terms Seller shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves have the right to dispute stop shipments of Product until Mykotronx makes a sufficient payment to bring its account within the thirty (30) day payment. E Each Party shall be entitled at all times to set-off any discrepancies arising amount owing from the presentation other Party to such Party against any amount payable to the other Party to such Party, arising out of additional this or any other transaction For purposes hereof, (i) the term "Party" shall be limited to the parties to this transaction. F When required, any notice of late payment will be provided in writing to the KIV-7 Contract Administrator at the address provided in Section 24 with the exception as provided for under Section 45. G Mykotronx and ▇▇▇▇▇▇ have executed supply Agreements for the Presidio Module. Seller shall procure the Presidio Module from ▇▇▇▇▇▇. Mykotronx, as a requirement of their Agreement with ▇▇▇▇▇▇, must flowdown the ▇▇▇▇▇▇ payment terms for the Presidio Module which follow. "Partial and early shipments, within fifteen days prior to the scheduled delivery date and at no time shall the quantity delivered exceed a quantity greater than 110% of the quantity scheduled for delivery, are acceptable and will result in partial invoices. Payment terms are net thirty (30) days from invoice date. In accordance with ▇▇▇▇▇▇ standard terms and conditions with conditions, ▇▇▇▇▇▇ reserves the Contractor. If, with respect light to an Agency Specific Contract let by assess interest at the OGS Commissioner, a Purchase Order is not rate of 1.5% per month for repeated untimely payments received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price▇▇▇▇▇▇ beyond forty-five (45) days from invoice date."

Purchase Orders. Unless otherwise authorized in writing Corning Cable Systems shall purchase the Contractual Products by providing written purchase orders to mPhase under the Commissionerterms of the Exclusive Distribution Agreement. These written purchase orders may be submitted by facsimile or, no Product is to be delivered if applicable, by EDI or furnished electronic mail transmission. Each order placed by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders Corning Cable Systems for Contractual Products shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let governed by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the ContractExclusive Distribution Agreement; conflicting or additional terms provided in any order, order acknowledgment, or other document exchanged between the Contractor has the option parties shall be of rejecting the Purchase no effect unless specifically accepted in writing by a duly authorized representative of both parties. Order Confirmation. mPhase shall provide Corning Cable Systems with a written confirmation of any Corning Cable Systems purchase order within five (5) business days of its receipt but of such order from Corning Cable Systems. mPhase shall first attempt note any exceptions regarding delivery dates and quantities ordered. In no event shall any purchase order be binding on Corning Cable Systems until Corning Cable Systems's order and mPhase's order acknowledgement are in agreement on the quantities ordered and delivery dates for Contractual Products. Order Lead Time. mPhase will use commercially reasonable efforts to negotiate provide a thirty (30) calendar day order lead-time for Contractual Products. Cancellation or postponement of orders. Corning Cable Systems may cancel or reduce the additional written terms and conditions quantity of any purchase order without liability on or before thirty (30) days in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility advance of the Contractor ship date specified in Corning Cable Systems's purchase order without cancellation charge. Corning Cable Systems may cancel or reduce the quantity of any order by written notice to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of mPhase at any time, the Contractor and in such event Corning Cable Systems shall promptly notify in writing the appropriate purchasing officer in OGS. Failure pay to timely notify such officer may, in the discretion mPhase its direct costs reasonably incurred prior to receipt of the OGS Commissioner and notice. Corning Cable Systems may postpone the delivery of any portion of an purchase order one time for up to sixty (60) days without cost any liability by delivering written notice to mPhase on or before thirty (30) days in advance of the State, result ship date specified in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceCorning Cable Systems's purchase order.

Purchase Orders. Unless 2.1. Purchaser may purchase Products in accordance with the terms of this Agreement by submitting purchase order(s) (“Purchase Order(s)” or “PO(s)”). [XXX] Vendor shall provide Purchaser with written notice of acceptance of Purchaser’s Purchase Orders via email transmission no later than five (5) business days after Vendor’s receipt of such Purchase Order; otherwise authorized the Purchase Order shall be deemed rejected by Vendor. No Purchase Order shall be deemed to be accepted by Vendor unless and until accepted in writing by countersignature, provided that the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Prepaid Purchase Order from is deemed accepted by both Parties. The Parties hereby acknowledge that the Authorized UserPrepaid Purchase Order attached hereto as Exhibit A has been accepted by Vendor. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement Upon Vendor’s countersigning of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict shall, together with the these terms and conditions of the Contractconditions, the Contractor has the option of rejecting the form a binding sales contract between Vendor and Purchaser to which this Agreement shall apply. No change, modification or revision to a Purchase Order within five business days will be valid unless in writing and signed by an authorized representative of its receipt but shall first attempt to negotiate the additional written terms Purchaser and conditions in good faith Vendor. If any term of this Agreement conflicts with the Authorized Userany term of an accepted Purchase Order, or fulfill the Purchase Order. Notwithstanding the aboveany confirmation, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, invoice or other documentation issued by Vendor with respect to an Agency Specific Contract let by a Purchase Order, the OGS Commissioneraccepted Purchase Order shall supersede the Agreement, confirmation, invoice or other documentation. When a Purchase Order is issued by Purchaser and accepted by Vendor, such Purchase Order shall be a separate and independent contract from any other Purchase Order. Termination, cancellation, or modification of one Purchase Order shall not received terminate, cancel or modify any other Purchase Order. 2.2. Changes to Purchase Orders following acceptance, including changing delivery dates, quantity, and module specification, may only be made by written agreement between Vendor and Purchaser. [XXX] Vendor agrees to store the Contractor within two weeks after Products at Vendor’s warehouse until Purchaser notifies Vendor to deliver the issuance Products to the site indicated in the Purchase Order provided that Purchaser can pay the related storage cost each month and the remaining prior to delivery. If the delivery extension exceeds sixty (60) days, then Purchaser shall pay to Vendor storage cost per month or partial month thereafter for all Products stored at Vendor’s warehouse per Vendor’s invoice. [XXX] The Parties shall enter into such a change order without any further adjustment in the terms of a Contract Award Notificationthis Agreement or applicable Purchase Order (other than to increase or decrease, it as applicable, the Purchase Order Value (as defined in Section 3) to include the change in quantity of Products at the Purchase Price(as defined in Section 3)), provided such change request is the responsibility made by Purchaser and approved by Vendor in writing at least one hundred twenty (120) days in advance of the Contractor first Delivery Date for such Products. 2.3. At Purchaser’s discretion and pursuant to request in writing Section 7.9, Purchaser may choose to have the Products transferred to it within Purchaser’s appropriate warehouse within the state of the Ultimate Delivery Location listed on the Purchase Order instead of having the Products shipped to the Ultimate Delivery Location, provided that written notice is provided at least ten (10) business days prior to the appropriate Authorized User forward scheduled shipment date and any additional delivery costs for such change shall be paid by Purchaser before delivery. 2.4. Notwithstanding Section 24 or any provision to the contrary herein, Purchaser may, from time to time, assign and novate Purchaser’s rights and obligations under a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion whole or in part, to Purchaser’s Affiliates (as defined in Section 33(c)). Upon Purchaser notifying Vendor of the OGS Commissioner its assignment to an Affiliate, Vendor and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with Customer shall enter into a corresponding reduction in the Contract quantity and pricemutually agreeable assignment agreement. 2.5. [XXX]

Purchase Orders. Unless otherwise authorized Forecasts – Lead Times – Stocks – Delivery Dates 4.1 Customer will issue purchase order for Products under this Agreement according to a frozen shipment schedule described in writing Appendix C. Supplier will launch procurements according to this schedule and Lead Times and as per rules described in said Appendix C, as needed for the proper fulfillment of the purchase orders within the agreed Lead Times. 4.2 All purchases orders placed by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders Customer shall be effective made in writing, sent either by mail, by telecopy or by e-mail (confirmed by telecopy) to Supplier Planning Services and binding upon the Contractor when placed in the mail shall include for each Product or electronically transmitted prior to the termination of the contract periodProducts so ordered: - Customer purchase order reference, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number - The exact Product reference and identification, - The applicable technical revision level indicator, - The applicable purchase price, and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. - The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written delivery terms and conditions including as to delivery date and place. 4.3 In order to constitute binding orders between the Parties, purchase orders shall be subject to confirmation by Supplier, within a number of days, depending on whether there was a forecast, as indicated in Appendix C, elapsing from receipt by Supplier of the relevant Customer purchase order. Supplier shall confirm orders in writing. A written acknowledgement of receipt (or also referred to as “purchase order confirmation”) shall be addressed to Customer Scheduling Department and shall confirm quantities, price, delivery date and place according incoterms for the Products ordered within 5 working days at the maximum for un-forecasted Purchase Order that conflict with Orders. Unless a written purchase order confirmation is sent to Customer Scheduling department within said time period, purchase orders shall be deemed accepted and confirmed by Supplier upon expiry of said confirmation period. Any modification to the terms and conditions of the Contract, the Contractor shall only be accepted if confirmed in written form by both Parties. Supplier has the option obligation to accept any purchase orders issued by Customer in accordance with this Agreement and covered by forecast. 4.4 Only purchase orders confirmed in accordance with Article 4.3 above will trigger the manufacturing process by Supplier for the relevant products. This Agreement shall in no manner constitute a general authorization, whether express or tacit, granted by Customer to Supplier, to manufacture Products, or parts thereof, in advance of rejecting actual purchase orders so confirmed. Customer shall in no manner have an obligation to purchase finished Products from Supplier other than under a purchase order accepted as set forth above. 4.5 During the Purchase Order within five regular Monitoring Committee meetings, once per month during the qualification process and then, once per quarter, Supplier shall advise Customer in writing and documented of any excess or obsolete Components in its inventory and their Delivered Cost (the “E&O List”). For the purpose of this Agreement, “Delivered Cost” shall mean Supplier’s standard cost of Components as stated on the ▇▇▇▇ of materials plus Supplier material overhead (MOH) costs. Within ten (10) business days of its receipt but receiving Supplier’s E&O List, Customer shall first attempt advise Supplier of any Component on the E&O List that believes is not excess or obsolete. After Receiving Supplier’s E&O List, Customer shall issue to negotiate Supplier an Order for all obsolete Components and pay in accordance with Article 8 of this Agreement. For the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the abovepurpose of this Section, the Authorized User reserves phrased “obsolete Component” shall mean any component which is confirmed as being an obsolete Component by Customer (based on the right Supplier’s MRP information) because it will not be used to dispute manufacture Customer’s Product (whether as a result of an ECN or otherwise), and the term “excess Component” shall mean any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order Component which is not received by the Contractor within two weeks after the issuance of a Contract Award Notificationrequired to meet Customer’s 12 months Forecast to which such Component was initially ordered. Supplier shall report any non expected events: Concession, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. Ifwaiver, thereafteryields below standard, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.fails during FQC (Final Quality Control),…

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase 10.1 The Parties contemplate that Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed from time to time by Authorized Users directly with the Contractor Company and any discrepancy between the terms stated on the vendor’s order formOrdering Companies, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporating by reference the terms and conditions of this Agreement. The pre-printed terms and conditions found, normally, on the Contractreverse side of Orders shall be excluded and deemed deleted. Each Order may set forth the terms and conditions reflecting business requirements unique to a particular ordering location. In the event of any contradiction between the terms and conditions of this Agreement and the terms and conditions of an Order, the Contractor has terms and conditions of this Agreement shall supersede and override the option terms and conditions of rejecting such Order to the Purchase Order within five business days extent of such contradiction. Orders will describe in detail the required Product, Commercially Purchased Item, and/or the Service to be provided by Supplier and may include, without limitation, the following types of items: statements of work, drawings, plans, designs, procedures, Specifications (Product, quality, design and test), BOMs, methods of packaging, marking specifications, repair and return processes, quantities of units or other equipment to be furnished by Company’s ordering location, if any, delivery schedules and inspection criteria. 10.2 Supplier shall promptly notify Company of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase of an Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation If a notice of additional terms and conditions with the Contractor. If, with respect to rejection of an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor Company from Supplier within two weeks after (2) Business Days from the issuance date of the receipt thereof by Supplier, such Order shall be deemed to have been accepted by Supplier. In no event shall Supplier reject an Order due to Company’s increase in Forecast or unforecasted Product demand. In such an event, Supplier shall use reasonable commercial efforts to meet the delivery dates of such excess Product, but the failure by Supplier to meet the delivery date requested in such an event shall not be deemed (i) a breach by Supplier of its obligation to meet ▇▇▇▇▇▇ – Elcoteq Proprietary Use Pursuant to Company Instructions CONFIDENTIAL TREATMENT REQUESTED the delivery date requested or (ii) to affect any measure of Supplier’s performance related to the requested delivery hereunder; provided, however, once the Parties agree upon a delivery date, delivery performance shall be measured in accordance with this Agreement. 10.3 Company may at any time during the course of Supplier’s manufacture of a Contract Award NotificationProduct, it is performance of a Service, and/or supply of a Commercially Purchased Item require additions to or deductions or deviations from (each, an “Order Change”) the responsibility quantity of the Contractor Product, Commercially Purchased Item and/or Service ordered or forecasted for delivery on a specific date (the “Original Delivery Date”). In addition, upon request by Company, Supplier shall use commercially reasonable efforts to: (a) accept unplanned Orders, (b) accelerate delivery dates for existing Orders or Forecasts, or (c) accept increases in quantities of Orderable Items subject to request existing Orders or Forecasts, subject in each case to Company agreeing to meet any increased costs or premium charges incurred by Supplier as a result of meeting such requests. 10.4 Company may from time to time, by written order to Supplier, suspend Supplier’s performance of any Order, in whole or in part. In the case of suspension, Supplier will take all reasonable steps to avoid any additional costs allocable to such Order, except that Supplier shall be entitled to complete any Product that Supplier has actually commenced manufacture of prior to receipt of Company’s order of suspension. If any such suspension causes an increase or decrease in the cost of or time (including labor hours) required for performance, an equitable adjustment shall be made in the Price or Delivery Schedule, or both, by mutual agreement. Claims for adjustment under this clause must be made by Supplier in writing that within thirty (30) days from the appropriate Authorized User forward a Purchase date of notice of suspension. Any such claim must be supported as soon as practicable by information and records necessary to permit Company to make an equitable disposition thereof. Nothing in this clause shall excuse Supplier from continuing with its performance as changed or after Company’s rescission of such suspension, nor shall anything herein be deemed to bar Company its right under this Agreement to cancel any such Order. If, thereafter, a Purchase . 10.5 Company may at any time terminate an Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer maywithout cause for Services, in the discretion whole or in part, upon five (5) days’ written notice to Supplier. In such an event, Company’s liability shall be limited to payment of the OGS Commissioner amount due for the Services performed (including materials needed for such Services that are already on order that cannot be cancelled) up to and without cost including the date on which such Services terminate (which amount shall be supported with proof satisfactory to Company), and no further Services pursuant to such terminated Order will be rendered by Supplier. Supplier shall use reasonable commercial efforts to terminate the State, result provision of such Services as soon as practicable pursuant to such notice of termination. Such payment by Company shall constitute a full and complete release and discharge of Company’s obligations in respect of such terminated Order for Services. In no event shall Company’s liability exceed the price identified in the cancellation of such requirement by applicable Order for the OGS Commissioner with a corresponding reduction in the Contract quantity and priceServices being terminated.

Purchase Orders. Unless otherwise authorized in writing by the Commissioner, no Product is Products are to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized UserUser requiring the Product. Unless terminated or cancelled canceled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract for receipt of orders, or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts contracts let by the Commissioner must bear the appropriate Contract contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts centralized contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms NYS Entity Purchase Orders or Order Forms must include the parcel delivery street address and conditions to "mark for" recipient name or project name plus the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractorrecipient phone number. If, with respect to an Agency Specific Contract let by the OGS Commissioneragency specific contract, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation canceling of such requirement by the OGS Commissioner with with, at the Commissioner’s discretion, a corresponding reduction in the Contract contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing by A. Notwithstanding the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders provisions set forth in the Contract or in paragraph entitled FORECASTS, Buyer shall issue purchase orders ("Purchase Orders") for all Product ordered which shall include the Contract Award Notificationunit price, quantity, cumulative price, anticipated delivery date and reference this Agreement. All Purchase Orders issued pursuant to Contracts let by Place of delivery, and method of transportation and carrier will be provided the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement first day of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written month for that month's deliveries via "Distribution Instructions." Any terms and conditions to the contained in a Purchase Order that conflict are inconsistent with the terms and conditions of set forth in this Agreement shall have no force and effect unless set forth in writing executed by both Parties. Seller agrees to accept mandatory flow down clauses similar to those accepted by Mykotronx in its prime contracts and to incorporate the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions thereof in the Purchase Orders. Buyer: ____ Seller:____ In addition, the Parties agree to negotiate in good faith to incorporate termination provisions similar to those accepted by Mykotronx in its prime contract(s) with its customers for the Authorized User, or fulfill the Purchase OrderProduct. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of Other additional terms and conditions with shall have no force and effect. B. Deliveries shall be made pursuant to reasonable manufacturing schedules based on no less than a ninety (90) day lead-time. Buyer will provide purchase orders to Seller to ensure Seller has a minimum of four (4) months of Purchase Orders on-hand at all times C. Buyer agrees to place Purchase Orders for a minimum quantity of 200 Units for delivery per month and shall not exceed a maximum quantity of 500 Units for delivery per month. D. Payment for Product ready for delivery shall be made by Buyer on a net thirty (30) days basis from receipt of the Contractor. If, correct invoice including proof of delivery with respect to an Agency Specific Contract let by deliveries under the OGS CommissionerID/IQ and on a net forty-five (45) basis for all other deliveries (including purchase orders for Mykotronx to be shipped to its inventory). Proof of delivery shall be defined as DCMC approval for the ID/IQ deliveries and a Certificate of Conformance for Commercial deliveries. Seller will provide copies of invoices to the Government offices of Program Management, a Purchase Order Contracts, and the Paying Office via priority mail with tracking system. Commercial invoices shall be submitted separately to the billing address indicated on commercial sales orders. Invoices shall be transmitted to Mykotronx at the time the Product is not received by the Contractor within two weeks after the issuance deemed "accepted" as provided in Section Twelve. When required, any notice of a Contract Award Notification, it is the responsibility of the Contractor to request late payment will be provided in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result KIV Contract Administrator at the address provided in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceArticle 24 herein.

Purchase Orders. Unless otherwise authorized 3.1 All orders for Paging Products must be accompanied by a purchase order from DISTRIBUTOR transmitted via facsimile or other mutually acceptable format or delivered to NEC. Specific purchase orders shall specify the type and quantity of Paging Products ordered, unit and extended pricing, as well as desired shipping schedule and ship-to instructions. Acknowledgment of receipt of purchase orders shall not constitute acceptance. Any contingencies contained in such purchase orders are not binding upon NEC. 3.2 DISTRIBUTOR's purchase orders shall be accepted upon NEC's transmission of a "Sales Acknowledgement" form for the Paging Products. If DISTIRBUTOR does not object in writing by to such Sales Acknowledgment form within seven (7) days after receipt of such form then the Commissionerorder, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested as accepted in the CommissionerSales Acknowledgment form, Purchase Orders shall be effective firm. 3.3 DISTRIBUTOR hereby grants NEC, its successors and binding upon the Contractor when placed assigns, a security interest in the mail or electronically transmitted prior to the termination all of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let Paging Products ordered by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentDISTRIBUTOR, and the Contract terms shall be resolved proceeds of all such Paging Products (including, but not limited to, the related accounts), and in favor contracts rights related to any of such Paging Products, to secure payment of the terms most favorable purchase price of any such Paging Products. Default in payment of such price shall permit NEC, at its sole discretion, to declare all of DISTRIBUTOR's obligations owing to NEC to be immediately due and payable, and in such event NEC shall have all the Authorized Userrights and remedies of a secured party under the applicable Uniform Commercial Code. Should an Authorized User add written terms and conditions to the Purchase Order that conflict In connection with the terms security interest granted herein, NEC is expressly authorized by DISTRIBUTOR, at its sole discretion and conditions of the Contractas DISTRIBUTOR's attorney-in-fact, the Contractor has the option of rejecting the Purchase Order within five business days of to file any financing statements necessary under applicable law to perfect this security interest (without DISTRIBUTOR's signature in states where such filings are permitted); and DISTRIBUTOR agrees to sign, as debtor, and immediately return to NEC any such financing statement that NEC may in its receipt but shall first attempt sole discretion choose to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right submit to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceDISTRIBUTOR for signature.

Purchase Orders. Unless otherwise authorized Client shall submit Purchase Orders to Supplier from time to time ordering Product consistent with the applicable Binding Forecast. The Purchase Order will specify the description and quantity of Product ordered, the requested delivery dates, any designated consignee, and other required information and notes. Each Purchase Order shall comply with the terms of this Agreement, including the Product Price, Lead Time, and Minimum Order Quantity, as set forth in Exhibit A attached hereto. Supplier shall provide the Services to Client pursuant to each Purchase Order that is entered into during the term of this Agreement. Supplier shall confirm the acceptance of or reject a Purchase Order proposed by the Client in writing by the Commissionerwithin [***] days of receipt of such Purchase Order; provided that Supplier may not reject, no Product and Supplier is deemed to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissionerhave accepted, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior for Product that would not require Supplier to the termination exceed [***]% of the contract period, addressed to the Contractor at the address for receipt of orders capacity set forth in the Contract or Binding Forecast for the applicable time period. In addition, Supplier shall [***] to accept any additional quantities that Client requests to purchase in excess of the Contract Award Notificationforegoing [***]%. All accepted Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing are binding and other Product information with the Contractor prior to placement of the Purchase Order[***]. The State reserves the right Parties agree that each Purchase Order constitutes a separate and distinct contract with respect to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed entered into under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgmentthis Agreement, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of this Agreement shall govern and apply to each Purchase Order unless otherwise expressly stated in the Contractrelevant Purchase Order. In the event of any conflict or inconsistency between this Agreement and a Purchase Order, the Contractor has applicable provision in this Agreement shall govern and prevail unless such Purchase Order evidences a clear intention to override a specific provision in this Agreement by making specific reference to the option provision of rejecting this Agreement that is being overridden by the Purchase Order within five business days of its receipt but shall first attempt to negotiate Order, in which case the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a such Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request shall prevail. Supplier shall Manufacture Product in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a accordance with this Agreement and fill each Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure according to timely notify such officer may, in the discretion of the OGS Commissioner its terms (including those that are required to be accepted under this Agreement and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceany additional Purchase Orders that are actually accepted hereunder).

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor‘s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to, and including the Expiration Date of this Contract, are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. c. The University and the Contractor to request in writing that the appropriate Authorized User forward specifically agree as follows: i. Upon receipt of a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order that is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. PENNSYLVANIA STATE SYSTEM OF HIGHER EDUCATION PASSHE‐SC‐1.1 REV: SEPTEMBER 2024 ii. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGS. Failure to timely notify such officer mayany judicial or administrative proceedings, in will be admissible as between the discretion of the OGS Commissioner and without cost parties to the State, result same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the cancellation admissibility of such requirement copies of genuine Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the OGS Commissioner with a corresponding reduction parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. iii. Each party will immediately take steps to verify any document that appears to be obviously garbled in the Contract quantity and pricetransmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders. Unless otherwise authorized Customer shall place purchase orders binding on Customer for the number of Batches it wishes to order at least [***] (or earlier as [***]) prior to the Commencement Date for such Batches in accordance with Lonza’s most recent response to the Forecast. Each binding purchase order shall be signed by Customer and shall authorize Lonza to manufacture such Batches of the Product as are set forth therein. Lonza shall not be obligated to commence manufacture of any Batch unless and until such written purchase order is accepted in writing by Lonza. Any delivery date set forth in Lonza’s written confirmation of a purchase order shall be an estimated delivery date only. All ordered Batches shall be scheduled in a single Campaign in each calendar year unless otherwise agreed by Lonza. Any additional or inconsistent terms or conditions of any Customer purchase order, acknowledgement or similar standardized form given or received pursuant to this Agreement shall have no effect and such terms and conditions are hereby rejected. For clarity, the Commissioner, no Product is to then-current Project Plan shall be delivered or furnished by Contractor until transmittal of an official deemed a binding Purchase Order from for the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders Batches set forth in the Contract or Project Plan with the Commencement Date of such Batches being the commencement dates set forth in the Contract Award Notification. All Project Plan, and Customer shall not be required to place separate Purchase Orders issued pursuant for such Batches to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvalsmake them binding. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves Customer shall have the right to require reschedule and/or cancel any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable Batches in the Project Plan in the same manner and pursuant to the Authorized User. Should an Authorized User add written same terms and conditions to as the Purchase Order that conflict with rescheduling and cancellation set forth in Clauses 6.3 through 6.6 as if they were the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward Batches ordered through a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.

Purchase Orders. Unless otherwise authorized in writing Agencies shall order Services by issuing Purchase Orders as follows: Authorized Purchasers shall submit Purchase Orders to Contractor identifying any agreed upon Service details. Authorized Purchasers that are agencies of the Commissioner, no Product State of Oregon may use either of the following as ordering instruments: i) the DAS-approved purchase order form (attached as Exhibit 3); or ii) an electronic ordering method when the Authorized Purchaser is to be delivered or furnished by Contractor until transmittal of an official using a Small Purchase Order Transaction System (SPOTS) card. Unless expressly authorized by DAS in writing, Contractor shall not accept a different type of ordering instrument from a State agency. Authorized Purchasers that are not agencies of the State of Oregon may use their own Purchase Order forms. To be effective, the Purchase Order must specify all of the following:  The MANDATORY PURCHASE ORDER LANGUAGE set forth below.  The specific Services ordered.  The net price.  The requested delivery schedule.  The delivery location(s).  The invoicing address.  The Authorized Purchaser’s authorized representative contact information including email address. Contractor shall accept Purchase Orders from Authorized Purchasers that comply with the provisions of this Price Agreement until this Price Agreement terminates. Each such Purchase Order Contractor accepts shall create a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. DAS is not obligated or liable under a Purchase Order unless DAS is the Authorized UserPurchaser. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the A Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let created by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any a Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor consists only of the terms most favorable to the Authorized Userspecified or required by this Price Agreement. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the ContractAdditional, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written different or conflicting terms and conditions in good faith with any Purchase Order are of no effect. Contractor shall reject any Purchase Order that does not meet the requirements of this Price Agreement. Contractor shall reject a Purchase Order from any entity that is not an Authorized User, or fulfill Purchaser. Contractor may verify Authorized Purchasers that are ORCPP participants at the following address: Contractor may verify Authorized Purchasers that are MCUA participants at the following address: ▇▇▇▇▇://▇▇▇▇.▇▇▇.▇▇.▇▇▇/ContractSearch/MCUAListing.aspx Nothing in this Price Agreement obligates any Authorized Purchaser to place any Purchase Order. Notwithstanding the aboveMANDATORY PURCHASE ORDER LANGUAGE: THIS PURCHASE IS SUBMITTED PURSUANT TO OREGON DAS PRICE AGREEMENT # DASPS-XXXX-18. THE PRICE AGREEMENT, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. IfINCLUDING STANDARD CONTRACT TERMS AND CONDITIONS (T'S & C'S) CONTAINED IN THE PRICE AGREEMENT, with respect to an Agency Specific Contract let by the OGS CommissionerIS INCORPORATED BY REFERENCE AND APPLIES TO THIS PURCHASE AND TAKES PRECEDENCE OVER ALL OTHER CONFLICTING T'S AND C'S, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceEXPRESS OR IMPLIED.

Purchase Orders. Unless otherwise authorized No Product shall be provided to Purchaser or any Affiliate (the “Purchaser”) by Supplier by virtue of this Master Agreement alone. Product must be requested hereunder through the issuance of a valid Purchase Order. For purposes of this Master Agreement, the term “Purchase Order,” shall mean a standard purchase order form issued and executed by an employee designated as “Sourcing Agent”, “Buyer”, “Purchasing Agent” or similar designation in Purchaser’s Supply Chain Management organization. Each Purchase Order shall reference the Contract Number assigned to this Master Agreement (Purchaser Contract Number (To be Determined Later) and shall include the following minimum information: A. The date of the Purchase Order. B. The Purchase Order number. C. The Purchaser department requesting the Product. D. Product description information, including Purchase Price and quantities. E. Delivery date(s) and delivery site(s). F. The address for notices for the Purchaser and Supplier. Within ten (10) days after Supplier’s receipt of a Purchase Order, Supplier shall accept the Purchase Order in writing by and shall return a legible copy of the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official accepted Purchase Order from to Purchaser; Provided, however, that if a Purchase Order fails to provide all required ordering information or incorrectly states prices or other material information relative to the Authorized UserPurchase Order, Supplier may reject the Purchase Order by promptly submitting to Purchaser written notice of rejection stating in detail the reasons for rejection and the modifications necessary to make the Purchase Order acceptable to Supplier. Unless terminated If Purchaser accepts Supplier’s proposed modifications, then Purchaser, within ten (10) days, shall issue a Modification to Supplier, otherwise the proposed modifications shall be deemed rejected and Purchaser’s original Purchase Order shall be null and void unless Supplier accepts it. Supplier shall make no changes, amendments, modifications, additions to or cancelled deletions from, the Purchase Order without the prior written consent of Purchaser. Acceptance of a Purchase Order shall bind Supplier to honor dates, amounts and other ordering information shown on the Purchase Order, including supplemental provisions contained on the face thereof. It is further agreed that each and every right, benefit, remedy and warranty accruing to Purchaser hereunder, including but not limited to the right to enforce this Master Agreement in its own name with respect to each Purchase Order submitted by it, likewise accrue to its Affiliates with respect to each Purchase Order submitted to Supplier by such Affiliate. The terms and conditions of this Master Agreement shall remain in full force and effect until completion of Supplier’s performance with regard to a Purchase Order issued pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted this Master Agreement which was received prior to the termination or other expiration of this Master Agreement. It is understood and agreed by the Parties hereto that the terms and conditions of this Master Agreement shall apply to any Purchase Orders issued pursuant hereto with the exception of any terms and conditions typed on the face of the contract periodPurchase Order in variance herewith, addressed subject to Supplier’s right to reject prior to its acceptance any such Purchase Order containing terms and conditions varying materially from those contained herein. Each Purchase Order issued pursuant to this Master Agreement shall be deemed to be a separate and independent Contract between Purchaser or its Affiliate and Supplier which incorporates by reference all of the Contractor at the address terms and conditions of this Master Agreement. Any Affiliate issuing a Purchase Order pursuant to this provision shall be solely responsible for receipt of orders set forth its own obligations and liabilities, including but not limited to its liability for payments as defined in the Contract Master Agreement. Nothing contained herein shall be construed as making Purchaser, any other Affiliate or in the Contract Award NotificationParent Company, liable for any of the obligations or liabilities of its Affiliates. All It is understood and agreed that the terms and conditions of this Master Agreement shall apply to all Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricethis Master Agreement.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor’s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance following business day. c. Upon receipt of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in writing return. Any Purchase Order issued electronically shall not give rise to any obligation to deliver on the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion part of the OGS Commissioner Contractor, or any obligation to receive and without cost pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. d. The parties agree that no writing shall be required in order to make the StatePurchase Order legally binding, result notwithstanding contrary requirements in any law. The parties hereby agree not to contest the cancellation validity or enforceability of such requirement by a genuine Purchase Order or acknowledgement issued electronically under the OGS Commissioner with provisions of a corresponding reduction in the Contract quantity and price.statute of frauds or any other applicable law relating to whether certain agreements be

Purchase Orders. Unless otherwise authorized in writing All purchase orders received by the Commissioner, no Product is to be delivered or furnished WPHLI are subject toacceptance by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders WPHLI as set forth herein. WPHLI has the right to not accept neworders and to withhold shipment of accepted orders if Owner is in the Contract any way indefault hereunder, specifically including, without limitation, failure to payany sum due WPHLI. WPHLI may change prices without advance notice. WPHLI'squotes, price lists, etc. are invitations to submit orders and no more. Anyprovision included by Owner in any purchase order which is inconsistent withthis Agreement or in the Contract Award NotificationWPHLI's standard terms of sale is ineffective. All Purchase Orders issued pursuant WPHLI is underno obligation to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing examine Owner's orders except to determine items and other Product information with the Contractor prior to placement of the Purchase Order. The State quantity.WPHLI reserves the right to require reject any other information from the Contractor which the State deems necessary in order. Absent a separate written noticeof acceptance only shipment by WPHLI comprises acceptance of Owner's order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable andthen only to the Authorized Userextent of goods shipped and no more. Should an Authorized User add written terms All WPHLI's sales andquotations are subject to this Agreement unless this clause is specificallyreferred to and conditions to the Purchase Order that conflict with the terms negated in a subsequent signed agreement. Additional specificterms and conditions of ordering, shipment, delivery and payment may beimplemented in the ContractGoverning Documents as it may be changed from time to time.Owner's exclusive remedy for all causes relating to delivery, quantity andquality of goods is for refund of such monies paid for the Contractor has goods and isconditioned on timely giving notice of rejection, holding the option of rejecting goods for WPHLI'sinspection and a finding that the Purchase Order within five business days of its receipt but shall first attempt goods were defective when delivered. WhileWPHLI will use reasonable efforts to negotiate fill Owner's orders, it can not guaranteethat they will be timely or completely filled or filled in a single shipment asWPHLI does not now, nor does it plan in the additional written terms and conditions in good faith with the Authorized Userfuture, or fulfill the Purchase Orderto warehouse sufficientgoods to immediately supply all System Owners. Notwithstanding the above, the Authorized User WPHLI reserves the right toallocate scarce goods in its unreserved discretion. Owner agrees it must order 41 Owner WPHLI sufficiently in advance of its needs and have adequate stocks on hand to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractoravoidshortages. If, with respect The duty to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order avoid these potential problems is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricesolely Owner's.

Purchase Orders. Unless otherwise authorized in writing by In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor‘s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance of a Contract Award Notification, it is the responsibility of following business day. The University and the Contractor to request in writing that the appropriate Authorized User forward specifically agree as follows: Upon receipt of a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in return. Any Purchase Order that is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. The parties agree that no writing shall be required in order to make the Purchase Order legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the appropriate purchasing officer party bound thereby. Any genuine Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in OGSany judicial or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Failure Neither party shall contest the admissibility of copies of genuine Purchase Orders or acknowledgements under either the business records exception to timely notify the hearsay rule or the best evidence rule on the basis that the order or acknowledgement was not in writing or signed by the parties. A Purchase Order or acknowledgment shall be deemed genuine for all purposes if it is transmitted to the location designated for such officer may, documents. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary. ESTIMATED QUANTITIES: It shall be understood and agreed that any quantities of goods or services listed in this Contract that include a price per unit are estimated only and the discretion quantities may be increased or decreased in accordance with the actual requirements of the OGS Commissioner University and without that the University in accepting any bid, proposal or contract offer or portion thereof, contracts only and agrees to purchase only the materials and services in such quantities as represent the actual requirements of the University. The University reserves the right to purchase materials and services covered under this Contract through a separate competitive procurement procedure, whenever University deems it to be in its best interest. In no event shall the cost of any goods or services ordered exceed any stated not to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceexceed amount for this Contract.

Purchase Orders. Customer may place Purchase Orders with EW Polymer Group according to the methods detailed below. EW Polymer Group accepts Purchase Orders under the following terms and conditions: a. Confirmation: It is EW Polymer Group’s policy to issue an Order Confirmation on all Purchase Orders via email or similar. In the case of a formal written Purchase Order, EW Polymer Group will provide a formal written Order Confirmation. EW Polymer Group’s Order Confirmation will confirm pricing and availability information, as well as details concerning ship date, freight information, payment terms, and any other important information. Until a complete Order Confirmation including pricing and availability information, as well as details concerning ship date, freight information, payment terms, and any other important information is issued to the Customer, the customer order is not confirmed. Unless otherwise authorized agreed upon, Customer shall be responsible for transmitting their full and complete Purchase Order to EW Polymer Group at the time of placement. The Order Confirmation will constitute EW Polymer Group’s acceptance of Customer's Purchase Order, as it was received, under these Standard Sales Terms and Conditions and/or applicable Other Agreement. Customer shall be responsible for reviewing EW Polymer Group’s Order Confirmation to help ensure accuracy. It is EW Polymer Group’s standard procedure to use electronic communication and documents whenever possible. In general, EW Polymer Group will disregard requests for signed Confirmations of purchase orders, instead issuing our Order Confirmation. Customer insistence on physical signatures may delay order processing. b. Detail Discrepancies: Unless otherwise requested by Customer, EW Polymer Group will address discrepancies in writing by Customer’s Purchase Order details as follows: i. Minor Discrepancies: include pricing errors of less than 2%, technical address corrections, product identifications errors, etc., that do not significantly impact the CommissionerCustomer's order. In the case of Minor Discrepancies, no Product is EW Polymer Group will note changes and corrections in our Order Confirmation and return to Customer, and will continue processing the order. ii. Major Discrepancies: include pricing errors of greater than 2%, product choice questions, quantity confusion, etc., that do significantly impact the Customer's order. In the case of Major Discrepancies, EW Polymer Group will note issues in our Order Confirmation and return to Customer with follow up action requested. Further processing will be delivered or furnished by Contractor until transmittal of an official held pending approval and revised Purchase Order from Customer. c. Terms Discrepancies: In the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any event that Customer's Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed as received by Authorized Users directly with the Contractor and any discrepancy between the EW Polymer Group contains terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with these Standard Sales Terms and Conditions or applicable Other Agreement, EW Polymer Group will review the conflict(s) and make a determination on acceptance. If EW Polymer Group accepts the Customer's terms, excluding any Acceptance Restrictions indicated below, a formal written Order Confirmation will be issued and will constitute EW Polymer Group’s agreement to be bound by the terms of the Customer's Purchase Order, only for the order in question, and shall modify the terms and conditions of contained herein to the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt extent necessary to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the conform to Customer's Purchase Order. Notwithstanding Such modification(s) will be made as if they were an Other Agreement as described herein. If EW Polymer Group does not accept the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Customer's Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period EW Polymer Group will issue an order Confirmation noting the areas of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner concern with a corresponding reduction in the Contract quantity and pricerequest for follow up action.

Purchase Orders. Unless otherwise authorized in writing by a. In instances where this Contract contains a not to exceed value for goods or services at established prices or where this Contract states there is no guarantee of work being awarded under this Contract, the Commissioner, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, University may issue Purchase Orders shall be effective and binding upon against this Contract when it seeks to have the Contractor when placed in provide goods or perform services under this Contract. These orders constitute the mail or electronically transmitted prior Contractor’s authority to the termination of the contract period, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notificationmake delivery. All Purchase Orders issued pursuant to Contracts let received by the Commissioner Contractor up to and including the Expiration Date of this Contract are acceptable and must bear be performed in accordance with this Contract. Contractors are not permitted to accept Purchase Orders that require performance extended beyond those performance time periods specified in this Contract unless specifically authorized by the appropriate Contracting Officer, but in any event, no longer than ninety (90) days after the Expiration Date of this Contract number and, if necessary, required State approvalsperiod. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Each Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable deemed to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with incorporate the terms and conditions set forth in this Contract. b. Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the Contract, transmission by the Contractor has Contractor. Receipt of the option electronic or facsimile transmission of rejecting the Purchase Order within five business days shall constitute receipt of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the an order. Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not Orders received by the Contractor within two weeks after 4:00 p.m. will be considered received the issuance following business day. c. Upon receipt of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify and properly transmit an acknowledgement in writing return. Any Purchase Order issued electronically shall not give rise to any obligation to deliver on the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion part of the OGS Commissioner Contractor, or any obligation to receive and without cost pay for delivered products on the part of the University, unless and until the University transmitting the Purchase Order has properly received an acknowledgement. d. The parties agree that no writing shall be required in order to make the StatePurchase Order legally binding, result notwithstanding contrary requirements in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and price.any law. The parties hereby agree not to contest

Purchase Orders. Unless otherwise authorized (a) From and after the date hereof, Deliveries of Shares will take place only in writing integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement. (b) Authorized Participants wishing to acquire one or more Baskets must place an order (a "Purchase Order") with the Transfer Agent on any Business Day. Purchase Orders received by the Commissioner, no Product is to be delivered Sponsor or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted its designee on a Business Day prior to the termination Order Cut-Off Time will have that Business Day as the Order Date. Purchase Orders received by the Sponsor or its designee on a Business Day on or after the Order Cut-Off Time, or on a day that is not a Business Day, will have the next Business Day as the Order Date. As consideration for each Basket to be acquired pursuant to a Purchase Order, an Authorized Participant must Deliver the Basket Amount (determined as described in Section 2.5(c) below) announced by the Trust on the Order Date (determined as described above) of such corresponding Purchase Order. (c) The Representative shall determine the contract periodBasket Amount for each Business Day. The Basket Amount shall be an amount of cash equal to (i) the Net Asset Value Per Basket as announced by the Trust (x) on the date the related Purchase Order was received, addressed to the Contractor at the address for receipt of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement case of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not for cash received by Order Cut-Off Time on any Business Day, or (y) on the Contractor within two weeks after following Business Day, in the issuance case of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not for cash received within a reasonable period after the Order Cut-Off Time on any Business Day, plus (ii) the applicable transaction fee specified in the Offering Documents and any additional amounts necessary to reimburse the Trust and the Sponsor and its designee(s) for any and all expenses and costs incurred in connection with such Purchase Order or Redemption Order, including the applicable fees and expenses specified in Section 2.6 and Section 2.8 hereof for Purchase Orders or Redemption Orders, respectively (the "Transaction Fee"). The Transaction Fee may be increased in the Sponsor's discretion, and will be effective two (2) Business Days following the filing of timean amendment or supplement to the Offering Documents or as otherwise specified therein. The Sponsor intends to publish, or may designate other persons to publish, for each Business Day, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and priceNet Asset Value Per Share.

Purchase Orders. Unless otherwise authorized Amneal shall make all purchases of Amneal Products hereunder by submitting firm purchase orders to LCI. Each such purchase order shall be in writing in a form reasonably acceptable to LCI, and shall specify the description of the particular Product ordered (dosage, strength and tablet count), the quantity ordered, the place of delivery and the required delivery date. Each order shall be required to have a minimum of forty-five (45) days lead time from receipt of a purchase order to date of delivery. All Amneal Products supplied hereunder shall be shipped on a monthly basis, FOB, to such location as designated by Amneal in the Commissionerapplicable purchase order. Amneal shall pay all freight, no Product is to be delivered or furnished by Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated or cancelled pursuant , taxes, if any, inspection fees and other charges applicable to the authority vested in sale and transport of the Commissioner, Purchase Orders Amneal Products purchased by Amneal hereunder. Lannett shall be effective and binding upon the Contractor when placed in the mail or electronically transmitted prior responsible for all insurance charges applicable to the termination sale and transport of the contract period, addressed Amneal Products purchased hereunder. Title and risk of loss and damages to the Contractor at the address for receipt Amneal Products purchased hereunder shall pass to Amneal upon delivery to Amneal’s designated place of orders set forth in the Contract or in the Contract Award Notification. All Purchase Orders issued pursuant to Contracts let by the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement of the Purchase Order. The State reserves the right to require any other information from the Contractor which the State deems necessary in order to complete any Purchase Order placed under the Contract. Unless otherwise specified, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Orderdelivery. Notwithstanding the above, to the Authorized User reserves extent LCI is unable to fill, in whole or in part, any purchase order submitted by Amneal hereunder through no fault of LCI, neither LCI nor Amneal shall be responsible or liable to the right other under this Agreement for any failure to dispute supply JSP Products in accordance with this Agreement; provided that in the event of any discrepancies arising from failure to supply or other breach of its obligations by JSP pursuant to the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of timeJSP-LCI Agreement, the Contractor Parties each acknowledge and agree that Amneal shall promptly notify in writing the appropriate purchasing officer in OGS. Failure be subrogated to timely notify such officer may, in the discretion all rights of the OGS Commissioner and without cost LCI pursuant to the StateJSP-LCI Agreement, result in the cancellation of and LCI shall reasonably cooperate, do all acts and execute and deliver all such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity documents as may be necessary or useful to secure such rights and priceenable Amneal to effectively enforce such rights.

Purchase Orders. Unless otherwise authorized in writing by A. Concurrently with the Commissionerstart of each Firm Commitment Period, no Client will provide a Purchase Order that shall specify the number of Product is Batches to be delivered or furnished by Contractor until transmittal of an official Processed, the Batch size (#) and the requested delivery date for each Batch (each, a “Purchase Order from the Authorized UserOrder”). Unless terminated or cancelled pursuant to the authority vested in the Commissioner, Purchase Orders shall be effective and binding upon the Contractor when placed for quantities of Product in the mail or electronically transmitted prior to the termination excess of the contract periodFirm Commitment, addressed to per the Contractor at Rolling Forecast, shall also be submitted by Client concurrently with the address for start of each Firm Commitment Period. B. Promptly (and in any event within [***] business days) following receipt of orders a Purchase Order, CoreRx shall issue a written acknowledgement (each, an “Acknowledgement”) of such Purchase Order. Each acceptance Acknowledgement shall either confirm the delivery date set forth in the Contract Purchase Order or set forth a reasonable alternative delivery date, as agreed in writing in advance with Client. CoreRx may only reject a Purchase Order in excess of the Firm Commitment or otherwise not given in accordance with this Agreement. If CoreRx fails to send an Acknowledgement to Client within the applicable [***] business day period, then the amount set forth in the Contract Award Notification. All Purchase Order will be deemed to have been accepted by CoreRx. C. Notwithstanding Section 4.2(B), CoreRx shall accept Purchase Orders issued pursuant for quantities specified in the Firm Commitment, and make Commercially Reasonable Efforts to Contracts let by supply Client with quantities of Product set forth in a Purchase Order which are up to [***] (rounded up to the Commissioner must bear the appropriate Contract number and, if necessary, required State approvals. As deemed necessary, the Authorized User may confirm pricing and other Product information with the Contractor prior to placement nearest whole Batch) in excess of the quantities specified in the Firm Commitment subject to CoreRx’s other supply commitments and manufacturing, packaging, and equipment capacity. D. If CoreRx rejects a Purchase OrderOrder for Product that is included in a Firm Commitment submitted in accordance with this Agreement, then without limiting Client’s other rights and remedies hereunder, Client may obtain the Product set forth in such Purchase Order from another supplier, and the relevant Minimum Commitment will be reduced by [***]. The State reserves If CoreRx during a single calendar year rejects [***] or more Purchase Orders for Product that is specified in a Firm Commitment, then the right to require any other information from Minimum Commitment for such calendar year will no longer apply. E. In the Contractor which event of a conflict between the State deems necessary in order to complete terms of any Purchase Order placed under the Contract. Unless otherwise specifiedor Acknowledgement and this Agreement, all Purchase Orders against Centralized Contracts will be placed by Authorized Users directly with the Contractor and any discrepancy between the terms stated on the vendor’s order form, confirmation or acknowledgment, and the Contract terms of this Agreement shall be resolved in favor of the terms most favorable to the Authorized User. Should an Authorized User add written terms and conditions to the Purchase Order that conflict with the terms and conditions of the Contract, the Contractor has the option of rejecting the Purchase Order within five business days of its receipt but shall first attempt to negotiate the additional written terms and conditions in good faith with the Authorized User, or fulfill the Purchase Order. Notwithstanding the above, the Authorized User reserves the right to dispute any discrepancies arising from the presentation of additional terms and conditions with the Contractor. If, with respect to an Agency Specific Contract let by the OGS Commissioner, a Purchase Order is not received by the Contractor within two weeks after the issuance of a Contract Award Notification, it is the responsibility of the Contractor to request in writing that the appropriate Authorized User forward a Purchase Order. If, thereafter, a Purchase Order is not received within a reasonable period of time, the Contractor shall promptly notify in writing the appropriate purchasing officer in OGS. Failure to timely notify such officer may, in the discretion of the OGS Commissioner and without cost to the State, result in the cancellation of such requirement by the OGS Commissioner with a corresponding reduction in the Contract quantity and pricecontrol.