Common use of Termination for Default Clause in Contracts

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies supplies or to perform the services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of 10 days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, supplies or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those supplies or Services, and for any other damages caused Buyer by the Seller’s defaultservices. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by Law or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The ▇▇▇▇▇’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Sellerthe Seller fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Contract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, Seller further agrees to protect and preserve property in the possession of Seller in which Buyer may, at its option has an interest. Payment for completed goods delivered to and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If accepted by Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Each of the following events shall constitute a default by Seller for purposes of this section: i) the insolvency of Seller; ii) an assignment for the benefit of creditors of Seller; iii) the voluntary or involuntary filing of a petition order or other decree in bankruptcy by or against Seller; iv) the commencement of any proceeding, under court supervision or otherwise, for liquidation of, reorganization of, or the composition, extension, arrangement or readjustment of the obligations of Seller; v) failure by Seller to comply with Buyer’s reasonable instructions and Change Notices; vi) failure by Seller to comply with any of the provisions of the Agreement; vii) failure of the Goods to conform to Seller’s warranties contained herein or other warranties made by Seller; viii) failure of Seller to make deliveries as scheduled, and; ix) any representations of Seller contained in the Agreement were false when made. Buyer mayshall have the right to terminate the Order, without liabilityin whole or in part, and upon any default by Seller. In the event of any such termination, Buyer, in addition to any other rights it may have under applicable law or remedies provided herein or by law, terminate this Order in whole or in part by written notice other terms of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including shall have the right to: i) refuse to accept further delivery of Goods; ii) to return to Seller at Seller’s expense any applicable requirement Goods already delivered and to recover from Seller all payments made therefor and all expenses of law. In these casesBuyer incident thereto, Buyer mayiii) to recover any advance payments to Seller for undelivered, at its option unperformed or returned Goods; iv) to purchase substitute Goods elsewhere and only in writing, provide a period within which charge Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for with any additional costs for the terminated Supplies resulting therefrom; and or Services(v) recover from Seller any and all costs, and for any other damages caused damages, charges, etc., that are incurred by Buyer by the due to Seller’s default, including, but not limited to those listed in Section 5(c) of this Agreement. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary ▇▇▇▇▇’s right to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause return Goods shall not be exclusive and are in addition to affected by any other rights and remedies provided assignment by this Purchase Order Seller of moneys due or by law or equitybecome due hereunder.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than 30 days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • a) fails to deliver the Supplies or perform the services within the time specified in this Orderor any written extension granted by Buyer; • b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such Order termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination of this Order for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer, to the work not terminatedextent permitted under the Supply Agreement, may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Sellerthe Seller fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Contract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies supplies or to perform the services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of 10 days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, supplies or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those supplies or Services, and for any other damages caused Buyer by the Seller’s defaultservices. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. The rights and remedies of In addition, Buyer provided may rework or repair any Product in this accordance with the Non- Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be exclusive liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and are if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in addition sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any other rights and remedies provided by this Purchase Order or by law or equity.(1) completed supplies, and

Termination for Default. (a) Buyer may, without liabilityby written notice to Seller, terminate all or any part of this Contract for default if Seller fails to: (i) make full delivery of the Goods or perform this Contract within the time specified in the Contract; (ii) deliver Goods that conform in all respects with the specifications and quality requirements set forth in the Contract; (iii) perform any of its other obligations set forth in the Contract; or (iv) take any action or inaction that endangers performance of this Contract and fail to cure such situation within a period of ten (10) calendar days after receipt of notice from Buyer. If only part of the Contract is terminated, Seller is not excused from performance of the non-terminated part of the Contract. (b) In the event Buyer terminates this Contract in whole or in part as provided in subparagraph (a) above, Buyer may procure, upon such terms and in such manner as Buyer may deem appropriate, Goods similar to those so terminated, and Seller shall be liable to Buyer for any excess costs for the same, including without limitation all costs and expenses of the type specified ¶ 9, WARRANTY. (c) Buyer, in addition to any other rights or and remedies provided herein by applicable law or under this Contract, may require Seller to transfer title and deliver to Buyer or to Buyer’s customer, in the manner and to the extent directed by law▇▇▇▇▇ for: (i) any completed Goods; (ii) any partially completed Goods or work in progress; and (iii) any materials, terminate parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "Manufacturing Materials") as Seller has specifically produced or specifically acquired for the performance of such part of this Order Contract as has been terminated. (d) Seller shall, upon direction of Buyer and at Seller’s own cost, mark, separate, protect, and preserve property in whole Seller’s possession in which Buyer or the Buyer’s customer has an interest. (e) Payment for completed Goods delivered to and accepted by Buyer pursuant to subparagraph (c) above shall be at the Contract price. Payment for partially completed Goods, work in part progress, or Manufacturing Materials delivered to and accepted by written notice Buyer pursuant to subparagraph (c) above shall be in an amount agreed to by Buyer and Seller, and failure to agree to such amount shall be a dispute concerning a question of default if Seller: • fails to deliver the Supplies or perform the services fact within the time specified meaning ¶ 30, DISPUTE RESOLUTION. Seller must transfer title and deliver partially completed Goods, work in this Order; • fails to make sufficient progress with the workprogress, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform Manufacturing Materials in accordance with ▇▇▇▇▇’s direction even if the parties have not yet agreed on terms of Payment. Under no circumstances shall a failure of the parties to agree upon payment terms excuse the Seller from performing in accordance with ▇▇▇▇▇’s direction. Buyer may withhold from amounts otherwise due to Seller, such sum as Buyer reasonably determines to be necessary to protect Buyer or Buyer’s customer against loss due to or resulting from outstanding liens or claims of former lien holders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract. (f) If, after notice of termination of this Contract under the provisions of this Order¶ 19, including it is determined for any applicable requirement reason that Seller was not in default under the provisions above, or that the default was excusable under ¶ 16, EXCUSABLE DELAYS, the rights and obligations of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller the parties shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by same as if the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu notice of termination for defaulthad been issued pursuant to ¶ 20, Buyer, at its sole discretion, may elect TERMINATION FOR CONVENIENCE. (1g) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause ¶ 19 shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by applicable law or equityunder this Contract. For the avoidance of doubt, nothing in this ¶ 19 shall limit in any way Buyer’s rights under subparagraph (b) of ¶ 3, DELIVERY. (h) If Buyer notifies Seller in writing that the termination of this Contract pursuant to this ¶ 19 was directed by the U.S. Government or that Buyer’s prime contract with the U.S. Government has been terminated, termination of this Contract will be in accordance with applicable provisions of Part 49 of the Federal Acquisition Regulation (“FAR”), including Subpart 49.4, which shall be incorporated herein by reference.

Termination for Default. (1) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part by written notice to Seller in any of default if Seller: • the following circumstances: a. If Seller refuses or fails to deliver the Supplies make deliveries, including any installment thereof, or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; Purchase Order or • extension thereof granted by Buyer. b. If Seller fails to comply or fails to perform in accordance with the other provisions of this Order, including any applicable requirement including, but not limited to, specified quality requirements, or fails to make progress as to endanger performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole accordance with its terms, and does not cure any such failure within a period of thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of notice from Buyer specifying such failure. c. If ▇▇▇▇▇▇ becomes insolvent, or makes a general assignment for the benefit of creditors, or pursues any remedy under any law relating to relief for debtors, or in partthe event a receiver is appointed for Seller’s property, or becomes subject to any law relating to bankruptcy, insolvency, or relief of debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable law, upon the occurrence of any event described in Section 8(1), above, Buyer may repurchase shall have the right to purchase or manufacture similar Supplies Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or Services from others procured by Seller under this Order including, but not limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and other property and technical data, and Seller shall be liable to Buyer for any additional costs excess cost to Buyer. Any termination by Buyer, whether for the terminated Supplies and default or Servicesotherwise, and shall be without prejudice to any claims for any damages or other damages caused rights of Buyer by the against Seller’s default. Buyer shall pay have the right to audit all elements of any termination claim and Seller the Order price for any completed Supplies and/or Services delivered and acceptedshall make available to Buyer on request all books, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedyrecords, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedpapers relating thereto. In the event of a partial termination, Seller shall continue performance of this Order to the work extent not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer mayExcept for delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof. Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order. Such termination shall become effective if Seller does not cure such failure within thirty (30) days of receiving notice of default. Upon such termination. Buyer may procure at Seller’s expense and upon terms it deems appropriate, including any applicable requirement goods or services similar to those so terminated. Seller shall continue performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiatedother requirements of this Order. In the event of a partial termination, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. Buyer mayExcept for delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof. Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate: the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order. Such termination shall become effective if Seller does not cure such failure within thirty (30) days of receiving notice of default. Upon such termination. Buyer may procure at Seller’s expense and upon terms it deems appropriate, including any applicable requirement goods or services similar to those so terminated. Seller shall continue performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, . Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule. Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails (b) Buyer may repurchase similar Supplies require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or Services from others acquired for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer mayExcept for delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3,1 hereof, Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within thirty (30) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon such termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.equity or under this Order,

Termination for Default. Buyer mayExcept for delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof, Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Order; • any written extension granted by Buyer, (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within thirty (30) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon such termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, . Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails (b) Buyer may repurchase similar Supplies require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or Services from others acquired for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed goods delivered to and accepted by Buyer shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, ▇. ▇▇▇▇▇ may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order or any respective extension; or 2. Fails in any material way to perform any of Seller's obligations under this Order; • , or so fails to make sufficient progress with the work, thereby endangering completion as to endanger such performance and does not cure such failure within ten (10) days of performance within the time specifiedreceipt of Buyer's notice of such failure; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawor 3. In these casesthe event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, Buyer mayor files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, at its option and only or in writing, provide the event a period within which Seller may cure its default prior to Buyertrustee or receiver is appointed for Seller’s terminating this Order for default. property or business. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, products or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional and all excess costs for associated with the terminated Supplies and re- procurement of those products or Services, and for any other damages caused Buyer by the Seller’s defaultservices from another source. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any product back to conforming state in accordance with the Warranties clause herein, at Seller’s cost. C. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, any (1) completed products, (2) partially completed products, (3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has or may have an interest. D. Buyer shall pay the Order price for completed products delivered or services performed and accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for the protection and preservation of any property. ▇. ▇▇▇▇▇ shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. F. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer may, without liability, and in addition reserves the right to any other rights or remedies provided herein or by law, terminate this the Order in whole or in part by written notice of for default if Sellerif: • fails to deliver (i) Seller breaches or defaults under the Supplies Order or perform the services within the time specified in this Order; • fails to make sufficient progress with the workthese Terms and Conditions (including a Breach), thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with any of the provisions requirements of this the Order, including or to make progress so as to endanger performance under the Order or these terms and Conditions; (ii) Seller breaches or defaults under any applicable requirement other agreement between Buyer and Seller; (iii) Seller breaches any warranty to Buyer under the Order, these terms and Conditions, or any other agreement, and, if Seller has a right to cure, Seller fails to promptly cure on demand; or (iv) Seller becomes insolvent or suspends its operations or if any petition is filed or proceeding commenced by or against Seller under any state or federal law related to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of lawcreditors. In Any termination for default will be with no liability whatsoever by Buyer to Seller except for completed Goods manufactured, delivered, and accepted by Buyer in accordance with these casesTerms and Conditions, payment for which may be setoff by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for defaultagainst any damages claimed by Buyer against Seller. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies require Seller to transfer title and deliver to Buyer any and all Goods and other property produced or Services from others procured by Seller for performance under the Order and Seller shall will be credited with the reasonable value of the Goods or property, not to exceed Seller’s actual cost. Seller will be liable for any additional costs for the terminated Supplies damages caused by or resulting from its default including, but not limited to, excess of cost of procurement or replacement goods by Buyer. Buyer will retain, in addition, all other rights arising from Seller’s default provided under these Terms and or ServicesConditions, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered at law and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. (1) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Agreement or any Order in whole or in part by written notice to Seller in any of default if Seller: • thefollowing circumstances: a. If Seller refuses or fails to deliver the Supplies make deliveries, including any installment thereof, or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; Purchase Order or • extension thereof granted by Buyer. b. If Seller fails to comply or fails to perform in accordance with the other provisions of this Order, including including, but not limited to, specified quality requirements, or fails to make progress as to endanger performance of the Order in accordance with its terms, and does not cure any such failure within a period of thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of notice from Buyer specifying such failure. c. If ▇▇▇▇▇▇ becomes insolvent, or makes a general assignment for the benefit of creditors, or pursues any remedy under any law relating to relief for debtors, or in the event a receiver is appointed for Seller’s property, or becomes subject to any law relating to bankruptcy, insolvency, or relief of debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable requirement law, upon the occurrence of law. In these casesany event described in Article 26(1), above, Buyer mayshall have the right to purchase or manufacture similar Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or procured by Seller under an Order including, at its option but not limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and only in writingother property and technical data, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable to Buyer for any additional costs excess cost to Buyer. Any termination by Buyer, whether for the terminated Supplies and default or Servicesotherwise, and shall be without prejudice to any claims for any damages or other damages caused rights of Buyer by the against Seller’s default. Buyer shall pay have the right to audit all elements of any termination claim and Seller the Order price for any completed Supplies and/or Services delivered and acceptedshall make available to Buyer on request all books, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedyrecords, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedpapers relating thereto. In the event of a partial termination, Seller shall continue performance of an Order to the work extent not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer (a) BUYER may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSELLER, terminate this Order Agreement in whole or in part by written notice of default if Sellerthe SELLER fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderAgreement or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Agreement; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderAgreement. (b) BUYER may require SELLER to transfer title and deliver to BUYER, in the manner and to the extent directed by BUYER, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as SELLER has produced or acquired for the performance of this Agreement, including any applicable requirement the assignment to BUYER of lawSELLER’s subcontracts. In these cases, Buyer may, at its option ▇▇▇▇▇▇ further agrees to protect and only preserve property in writing, provide a period within the possession of SELLER in which Seller may cure its default prior ▇▇▇▇▇ has an interest. Payment for completed goods delivered to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller accepted by BUYER shall be liable at the Agreement price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by BUYER and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that SELLER shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer BUYER may withhold from any payments SELLER monies otherwise due Seller, any sum SELLER for completed goods and/or Materials in such amounts as BUYER determines necessary to protect Buyer BUYER against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) SELLER shall promptly notify BUYER if SELLER is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of SELLER’s bankruptcy, BUYER may require SELLER to post such financial assurance, as BUYER, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Agreement. The rights and remedies of Buyer provided BUYER in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Agreement. (d) If SELLER is terminated for default pursuant to this clause, SELLER is liable to the BUYER for any excess repurchase costs incurred in acquiring goods and/or Services similar to those terminated for default, and for any other damages, whether or not repurchase is affected. (e) In addition to the remedies stated herein, SELLER hereby grants to BUYER, a perpetual, unconditional, transferable, fully paid up, royalty-free license to use and exploit, anywhere in the world, all of SELLER’s Intellectual Property which is necessary for the performance of the terminated portion of this Agreement, solely to make, or have made, use, maintain and sell the Goods and/or Services.

Termination for Default. A. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order or any respective extension; or 2. Fails in any material way to perform any of Seller's obligations under this Order; • , or so fails to make sufficient progress with the work, thereby endangering completion as to endanger such performance and does not cure such failure within ten (10) days of performance within the time specifiedreceipt of Buyer's notice of such failure; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawor 3. In these casesthe event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, Buyer mayor files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, at its option and only or in writing, provide the event a period within which Seller may cure its default prior to Buyertrustee or receiver is appointed for Seller’s terminating this Order for default. property or business. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, products or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional and all excess costs for associated with the terminated Supplies and re- procurement of those products or Services, and for any other damages caused Buyer by the Seller’s defaultservices from another source. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any product back to conforming state in accordance with the Warranties clause herein, at Seller’s cost. C. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, any (1) completed products, (2) partially completed products, (3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has or may have an interest. D. Buyer shall pay the Order price for completed products delivered or services performed and accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for the protection and preservation of any property. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. F. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress with the workwhich, thereby endangering completion in Buyer’s reasonable judgment, endangers performance of performance within the time specified; or • fails to comply or fails to perform this Order in accordance with its terms; or (c) fails 10 comply with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within thirty (30) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may forthwith terminate this Purchase Order in whole or in part by written notice of for default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or Seller fails to perform in accordance with the provisions any condition or requirement of this OrderOrder and if capable of remedy, including any applicable requirement fails to remedy such breach within fifteen (15) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole written notice by ▇▇▇▇▇ or in partthe event of Seller’s bankruptcy, Buyer may repurchase similar Supplies and suspension of business, insolvency, appointment of areceiver for Seller’s property of business, or Services from others and any assignment, reorganization or arrangement by Seller shall be liable for any additional costs for the terminated Supplies and or Servicesbenefit of its creditors. Upon such termination, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered Goods that have been accepted by ▇▇▇▇▇. Seller shall transfer title and accepteddeliver to Buyer any completed Goods, providedpartially completed Goods and materials, howeverparts, tools dies, jigs, fixture, plans, drawings, information and contract rights (collectively “Manufacturing Materials”) that Seller has specifically produced or acquired for the cancelled portion of the Order. Seller shall also protect property in its possession in which Buyer may withhold from any payments due Sellerhave an interest. Buyer shall have the right to use, without charge, any sum technical information and intellectual property rights of Seller or its subcontractors necessary for Buyer to protect continue the provisioning of the Goods. The Sellershall reimburse Buyer against for any liability or expenses due to claims and excess procurement cost incurred by ▇▇▇▇▇ as a result of the Seller's ’s default. As an alternate remedy, and in lieu of termination for default, the Buyer shall be entitled to set off any such claims and costs against amounts owed to the Seller. The Seller shall provide to Buyer, at its sole discretionor ▇▇▇▇▇’s nominee, without charge, any assistance as the Buyer may elect (1) require to extend ensure thesuccessful transfer or provisioning of the Purchase Order delivery schedule, and/or (2) Goods to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityanother provider.

Termination for Default. Buyer may10.2.1 Except for delay due to causes beyond the control and without the fault of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of an Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of an Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • c) fails to comply or fails to perform in accordance with any of the provisions material terms of this an Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in part. 10.2.2 Upon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of an Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. services. 10.2.3 As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. 10.2.4 If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’▇ delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminated. The premium transportation must be fully prepaid by Seller. 10.2.5 Buyer’s rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under an Order.

Termination for Default. Buyer maymay terminate this Order, in whole or in part, without liability, and upon providing written notice of termination to Seller. Such notice may be given (a) if Supplier fails to make deliveries at the time or in the quantities specified, (b) in the event of any material breach hereof by Supplier not cured within ten (10) of the date of the notice of termination, (c) in the event of the institution of any proceedings in bankruptcy or insolvency by or against Supplier, or any parent, subsidiary or affiliate of Supplier, or (d) in the event of the appointment of a receiver or trustee for Supplier or any parent, subsidiary or affiliate of Supplier or any assignment for the benefit of creditors by Supplier or any parent, subsidiary or affiliate of Supplier. In the event of a Termination for Default, Buyer may, in addition to any other rights or remedies provided herein in this Order or by law, terminate this Order in whole require Seller to transfer title and deliver to Buyer the following: (y) any completed Supplies; and (z) such partially completed Supplies and materials, parts, tools, dies, fixtures, plans, drawings, information, and contract rights (herein “manufacturing materials”) as Seller has specifically produced or in part by written notice of default if Seller: • fails to deliver acquired for the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order. Seller shall also, including any applicable requirement upon direction of lawBuyer, protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. In these casesPayment for completed Supplies shall be at the price set forth on the Order. Payment for manufacturing materials delivered to and accepted by ▇▇▇▇▇ and for the cost of protection and preservation of property shall be in an amount not to exceed Seller’s cost thereof. Additionally, Buyer may, at its option and only in writing, provide the event of a period within which Seller may cure its default prior to Buyer’s terminating this Order Termination for default. If Buyer terminates this Order in whole or in partDefault, Buyer may repurchase similar Supplies and or Services from others and withhold such sums otherwise due Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused as Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum determines necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminatedfrom loss. The rights and remedies of Buyer provided in this clause Section 11 shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitythis Order. No such termination shall relieve Seller of any obligations or liabilities under this Order.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial (b) Buyer may repurchase similar Supplies require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or Services from others acquired for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer mayA. Subject to paragraphs C and D below, without liability, and in addition to any other rights or remedies provided herein or by law, ▇▇▇▇▇ may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies supplies or to perform the services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of 10 days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, supplies or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those supplies or Services, and for any other damages caused Buyer by the Seller’s defaultservices. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. ▇. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by Law or under this Purchase Order or by law or equityOrder.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Subcontract in whole or in part by written notice of default if Sellerthe Seller fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderSubcontract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Subcontract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderSubcontract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Subcontract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Subcontract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller monies otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Subcontract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Subcontract. (d) If Seller is terminated for default pursuant to this clause, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring goods and/or Services similar to those terminated for default, and for any other damages, whether or not repurchase is affected. (e) In addition to the remedies stated herein, Seller hereby grants to Buyer, a perpetual, unconditional, transferable, fully paid up, royalty-free license to use and exploit, anywhere in the world, all of Seller’s Intellectual Property which is necessary for the performance of the terminated portion of this Subcontract, solely to make, or have made, use, maintain and sell the Goods and/or Services.

Termination for Default. ‌ A. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : i. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order or any respective extension; or ii. Fails in any material way to perform any of Seller's obligations under this Order; • , or so fails to make sufficient progress with the work, thereby endangering completion as to endanger such performance and does not cure such failure within ten (10) days of performance within the time specifiedreceipt of Buyer's notice of such failure; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawor iii. In these casesthe event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, Buyer mayor files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, at its option and only or in writing, provide the event a period within which Seller may cure its default prior to Buyertrustee or receiver is appointed for Seller’s terminating this Order for default. property or business. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, products or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional and all excess costs for associated with the terminated Supplies and re- procurement of those products or Services, and for any other damages caused Buyer by the Seller’s defaultservices from another source. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any product back to conforming state in accordance with the Warranties clause herein, at Seller’s cost. C. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, any (1) completed products, (2) partially completed products, (3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has or may have an interest. D. Buyer shall pay the Order price for completed products delivered or services performed and accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for the protection and preservation of any property. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. F. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than 60 days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • a) fails to deliver the Supplies or perform the services within the time specified in this Orderor any written extension granted by Buyer; • b) fails to make sufficient progress which, in Buyer's reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller's expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s 's performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller's performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer's delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The Buyer's rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. a.) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: • the Seller fails to to: i. deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; ii. make progress, so as to endanger performance of this Contract; • fails to make sufficient progress with or, iii. perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. b.) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (“Materials”) as Seller has produced or acquires for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. c.) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: • the Seller fails to to: i. deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; ii. make progress, so as to endanger performance of this Contract; • fails to make sufficient progress with or, iii. perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information, and contract rights (“Materials”) as Seller has produced or acquires for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer mayIf the Seller shall become insolvent or make a general assignment for the benefit of creditors, without liabilityor a receiver or liquidator for Seller is appointed or applied for; or if Seller admits in writing its inability to pay its debts as they become due; or if any proceeding under any applicable federal or state bankruptcy or Insolvency law is brought by or against Seller; or if, and at any time, Seller defaults in addition performance or so fails to any other rights make progress in the work as to endanger performance hereunder; or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: • Seller fails to deliver the Supplies products or to perform the services within the time or at the rate specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specifiedherein; or • fails if Seller otherwise defaults in performance hereunder; Buyer may, by written notice to comply Seller, terminate this order in whole or fails in part. However, if Seller shall be determined not to perform be in accordance with default, then termination by Buyer shall be deemed to be termination for convenience to which the provisions of this Order, including any applicable requirement of lawClause 10 above shall apply. In these casescase of termination for default, (i) Seller shall continue performance of any non-terminated portion of the order and Buyer may obtain elsewhere the portions of the products or services affected by the termination, or products or services similar thereto, and charge the Seller with any cost increase caused thereby; and (ii) Buyer may, at its option option, require Seller to transfer to Buyer all materials, work in process, completed supplies, tooling, plans and only in writingspecifications, provide a period within which Seller may cure its default prior and manufacturing rights allocable to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by portion of the Seller’s default. order; after such transfer Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultfair value of such item. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in under this clause shall not be exclusive and Clause are in addition to and not in lieu of any other rights and remedies available under this order or provided by this Purchase Order or by law or equitylaw.

Termination for Default. a.) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default to Seller, terminate this Agreement in whole or in part, or, at ▇▇▇▇▇’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Sellerthe Seller fails to: • fails to (i) deliver the Supplies Goods or to perform the services Services within the time specified in this OrderAgreement or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Agreement; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this Order, including any applicable requirement of law. In these cases, Agreement. b.) Buyer may, at its option may require Seller to transfer title and only in writing, provide a period within which Seller may cure its default prior deliver to Buyer’s terminating , in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquires for the performance of this Order Agreement. ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for default. If completed Goods delivered to and accepted by Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Agreement price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed Goods and/or materials and/or Services in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said Goods and materials. c.) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Agreement. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition additions to any other rights and remedies provided by this Purchase Order or by law or equityunder this contract.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, ‌ ▇. ▇▇▇▇▇ may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order or any respective extension; or 2. Fails in any material way to perform any of Seller's obligations under this Order; • , or so fails to make sufficient progress with the work, thereby endangering completion as to endanger such performance and does not cure such failure within ten (10) days of performance within the time specifiedreceipt of Buyer's notice of such failure; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawor 3. In these casesthe event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, Buyer mayor files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, at its option and only or in writing, provide the event a period within which Seller may cure its default prior to Buyertrustee or receiver is appointed for Seller’s terminating this Order for default. property or business. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, products or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional and all excess costs for associated with the terminated Supplies and re- procurement of those products or Services, and for any other damages caused Buyer by the Seller’s defaultservices from another source. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any product back to conforming state in accordance with the Warranties clause herein, at Seller’s cost. C. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, any (1) completed products, (2) partially completed products, (3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has or may have an interest. D. Buyer shall pay the Order price for completed products delivered or services performed and accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for the protection and preservation of any property. ▇. ▇▇▇▇▇ shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. F. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. Buyer A. Mykotronx may, without liability, liability and in addition to any other rights or remedies provided herein or by law, terminate this any Purchase Order in whole or in part by written notice of default if Seller: • (a) fails to deliver the Supplies supplies or perform the services within the time specified in this Orderspecified; • (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • (c) fails to comply or fails with any other Purchase Order provision. Mykotronx's right to perform terminate for default may be exercised if Seller does not cure the failure in accordance with the provisions Clauses 10 and 43 of this OrderAgreement B. In the event of such termination, including any applicable requirement of law. In these cases, Buyer may, Mykotronx shall have the right at its option to require the Seller to transfer title to and only deliver as Buyer may direct, any completed or partially completed supplies and any materials acquired for the performance of this Agreement in writing, accordance with Section 25. C or as agreed to by the Parties. Seller shall provide a period within which Seller may cure its Mykotronx any supporting information necessary to document the reasonableness of Sellers termination for default prior to Buyer’s terminating this Order for default. claim. C. If Buyer Mykotronx terminates this Order Agreement in whole or in part, Buyer Mykotronx may repurchase purchase similar Supplies and supplies or Services services from others and Seller shall be liable for any additional costs above the original price for the terminated Supplies and or Services, and supplies/services. Seller shall not be liable for any other damages caused Buyer by the additional costs if failure to perform arises from causes beyond Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered 's or Seller's subcontractors control and accepted, without fault or negligence of either of them; provided, however, that Buyer the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for Seller to meet Purchase Order delivery or other performance requirements. D. Mykotronx may withhold from any payments due Seller, Seller any sum necessary to protect Buyer Mykotronx against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of the termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. . E. In the event of a partial termination, Seller shall continue the work not terminated. . F. The rights and remedies of Buyer Mykotronx provided in by this clause shall not be exclusive and are in In addition to any other rights and remedies provided by this Purchase Order or by law or equitythis Agreement. G. Mykotronx shall not issue a Termination for Default for a Force Majeure event.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order; • fails Order or any extension; 2. Fails to make sufficient progress with the work, thereby endangering completion so as to endanger performance of performance within the time specified; this Order or • fails to comply or fails to perform in accordance with any of the other provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option Order and only in writing, provide does not cure that failure within a period within which Seller may cure its default prior of ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to Buyerperform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s terminating this Order for default. property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase similar Supplies and considers appropriate, Products or Services from others similar to those terminated, and Seller shall will be liable to Buyer for any additional excess costs for the terminated Supplies and those Products or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial terminationHowever, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. C. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed Products, and (2) partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. E. Buyer shall pay the Order price for completed Products delivered or Services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. G. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Order.

Termination for Default. Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, if Sellerthe Seller fails to: • fails to (i) deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Contract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed Goods delivered to and accepted by Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to an accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's defaultoutstanding liens or claims against said goods and Materials. As an alternate remedy, and Seller shall promptly notify Buyer is Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer mayExcept for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part may by written notice of default default, terminate the whole or any part of this Order if Seller: • (a) fails to deliver the Supplies or perform the services within the time specified or in this Orderany written extension granted by Buyer; • (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with the work, thereby endangering completion of performance within the time specifiedits terms; or • (c) fails to comply or fails to perform in accordance with any of the provisions terms of this Order, including any applicable requirement . Such termination shall become effective if Seller does not cure such failure within ten (10) days of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for receiving notice of default. If Buyer terminates this Order in whole or in partUpon termination, Buyer may repurchase procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Supplies to those so terminated. Seller shall continue performance of this Order to the extent not terminated and or Services from others and Seller shall be liable to Buyer for any additional excess costs for the terminated Supplies and such similar goods or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's defaultservices. As an alternate remedy, remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, schedule and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in which case an equitable reduction complying with the required delivery date, or in meeting any of the Purchase Order price shall be negotiated. In the event other requirements of a partial terminationthis Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with ▇▇▇▇▇’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the work not terminatedpremium transportation must be fully prepaid by Seller. The ▇▇▇▇▇’s rights and remedies of Buyer provided in this clause shall not be exclusive and Section are in addition to any other rights and remedies provided by this Purchase Order or by law or equityequity or under this Order.

Termination for Default. ‌ A. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part part, by written notice of default to Seller if Seller: • fails : 1. Fails to deliver the Supplies Products or to perform the services Services within the time specified in this Order or any respective extension; or 2. Fails in any material way to perform any of Seller's obligations under this Order; • , or so fails to make sufficient progress with the work, thereby endangering completion as to endanger such performance and does not cure such failure within ten (10) days of performance within the time specifiedreceipt of Buyer's notice of such failure; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of lawor 3. In these casesthe event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, Buyer mayor files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, at its option and only or in writing, provide the event a period within which Seller may cure its default prior to Buyertrustee or receiver is appointed for Seller’s terminating this Order for default. property or business. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer may repurchase considers appropriate, products or services similar Supplies and or Services from others to those terminated, and Seller shall will be liable to Buyer for any additional and all excess costs for associated with the terminated Supplies and re- procurement of those products or Services, and for any other damages caused Buyer by the Seller’s defaultservices from another source. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any product back to conforming state in accordance with the Warranties clause herein, at Seller’s cost. C. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, any (1) completed products, (2) partially completed products, (3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has or may have an interest. D. Buyer shall pay the Order price for completed products delivered or services performed and accepted. Seller and ▇▇▇▇▇ shall agree on the amount of payment for the protection and preservation of any property. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. F. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity, or under this Purchase Order or by law or equityOrder.

Termination for Default. (A) If the Seller is in default in carrying out any of its obligations under this Order, the Buyer shall, prior to termination of the whole or part of this Order, give the Seller notice of such default. The Seller shall have ten (10) calendar days (or more if authorized in writing from the Buyer) from the date of receipt of such notice in which to cure the default or to satisfy the Buyer that such default shall be cured within a period of time acceptable to the Buyer. Upon failure to cure the default, Buyer may give the Seller written notice of Termination for Default. (B) Where the Seller becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or takes the benefit of any statute relating to bankrupt or insolvent debtors, or where a receiver is appointed under a debt instrument or a receiving order is made against the Seller, or an order is made or a resolution passed for the winding up of the Seller, the Buyer may, without liabilityupon giving written notice to the Seller, immediately terminate for default the whole or any part of this Order. (C) Upon the giving of a notice provided for in paragraph (A) or (B), the Seller shall have no claim for further payment other than as provided in this Clause, but shall be liable to the Buyer for all direct losses and direct damages which may be suffered by the Buyer by reason of the default, including any increase in addition the costs incurred by the Buyer in procuring the Goods from another source. Nothing in this Clause 12 affects any obligation of the Buyer under the law to any other rights or remedies provided herein or by law, terminate mitigate damages and Seller shall proceed with the portion of this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with not terminated under the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating clause. (D) If this Order is terminated for default. If Buyer terminates this Order in whole or in part, the Buyer may repurchase similar Supplies and require the (E) Upon receipt of a notice provided for in paragraph (A) or Services from others and (B), the Seller shall be liable have no claim for any additional costs for the terminated Supplies and or Services, and for any further payment other damages caused Buyer by the Seller’s defaultthan as provided in this clause. The Buyer shall pay Seller the Order price for any completed Supplies and/or Services Goods delivered and accepted, provided, however, that . The Seller and Buyer shall agree on the amount of payment for Manufacturing Materials delivered and accepted. Failure to agree will be a dispute under the Disputes clause. The Buyer may withhold from any payments due Seller, these amounts any sum the Buyer determines to be necessary to protect the Buyer against any liability loss because of outstanding liens or expenses claims of former lien holders and ▇▇▇▇▇'s estimate of excess reprocurement costs due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of to Seller, cancel for default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the workcontract, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part. (a) if the Seller fails to deliver the Articles or to perform the services strictly within the time specified herein, Buyer may repurchase similar Supplies and or Services from others and if no time is specified, within a reasonable time. (b) if the Articles delivered do not conform to contractual requirements or if Seller shall be liable for fails to perform any additional costs for of the terminated Supplies and other provisions of the contract, or Servicesso fails to make progress as to endanger performance of the contract in accordance with its terms, and for any other damages caused Buyer by or (c) if the Seller’s defaultSeller becomes insolvent or commits an act of bankruptcy. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination If this contract is canceled for default, Buyer in addition to all other rights afforded by law for Seller‟s breach of contract, shall have the right to charge Seller the amount by which the costs of fabricating or procuring the Articles canceled from another source become payable to Seller under the contract or otherwise. In the event any bankruptcy, arrangement or insolvency proceedings are commenced by or against the Seller or, in the event of the appointment of any assignee for the benefit of creditors or of a receiver of the Seller or its properties, then the Buyer, at its sole discretionoption, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedentitled to cancel any unfilled portion of this order without any liability whatsoever. In Upon such cancellation Seller will deliver to Buyer any of the event Articles, parts or materials, for which Buyer shall make written request at or after cancellation and Buyer will pay Seller the fair value of a partial terminationany such property so requested and delivered. Notwithstanding Buyer‟s right to cancel the contract for delay in delivery, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive liable to Buyer for any damages therefore if Seller‟s delay is due to causes beyond its control and are without its fault or negligence, provided Seller exercises due diligence in addition promptly notifying Buyer of conditions causing delay or if Seller‟s delay is caused by the default of a subcontractor or supplier and without the fault or negligence of either of them, and the supplies or services to any be furnished by them were not obtainable from other rights and remedies provided by this Purchase Order or by law or equitysources in sufficient time to permit Seller to meet the required delivery schedule.

Termination for Default. (a) Buyer may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSeller, terminate this Order Contract in whole or in part by written notice of default part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: • the Seller fails to to: (i) deliver the Supplies goods or to perform the services within the time specified in this OrderContract or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Contract; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderContract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including any applicable requirement the assignment to Buyer of lawSeller’s subcontracts. In these cases, Seller further agrees to protect and preserve property in the possession of Seller in which Buyer may, at its option has an interest. Payment for completed goods delivered to and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If accepted by Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable at the Contract price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by Buyer and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments Seller moneys otherwise due Seller, any sum Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Contract. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Contract.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: • ‡ fails to deliver the Supplies or perform the services within the time specified in this Order; • ‡ fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • ‡ fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s WR %X\HU·V terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Seller·V GHIDXOW ay Se%lleXr \theHOUrd erVpKricDe fOorOan y Scompleted Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretionGLVFUHWLRQ PD\ HOHFW WR H[WHQG WKH 3XUFKDVH 2UpGerHforUm anGceH, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, OLYHU\ V in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of to Seller, cancel for default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the workcontract, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part. (a) if the Seller fails to deliver the Articles or to perform the services strictly within the time specified herein, Buyer may repurchase similar Supplies and or Services from others and if no time is specified, within a reasonable time. (b) if the Articles delivered do not conform to contractual requirements or if Seller shall be liable for fails to perform any additional costs for of the terminated Supplies and other provisions of the contract, or Servicesso fails to make progress as to endanger performance of the contract in accordance with its terms, and for any other damages caused Buyer by or (c) if the Seller’s defaultSeller becomes insolvent or commits an act of bankruptcy. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination If this contract is canceled for default, Buyer in addition to all other rights afforded by law for Seller’s breach of contract, shall have the right to charge Seller the amount by which the costs of fabricating or procuring the Articles canceled from another source become payable to Seller under the contract or otherwise. In the event any bankruptcy, arrangement or insolvency proceedings are commenced by or against the Seller or, in the event of the appointment of any assignee for the benefit of creditors or of a receiver of the Seller or its properties, then the Buyer, at its sole discretionoption, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedentitled to cancel any unfilled portion of this order without any liability whatsoever. In Upon such cancellation Seller will deliver to Buyer any of the event Articles, parts or materials, for which Buyer shall make written request at or after cancellation and Buyer will pay Seller the fair value of a partial terminationany such property so requested and delivered. Notwithstanding Buyer’s right to cancel the contract for delay in delivery, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive liable to Buyer for any damages therefore if Seller’s delay is due to causes beyond its control and are without its fault or negligence, provided Seller exercises due diligence in addition promptly notifying Buyer of conditions causing delay or if Seller’s delay is caused by the default of a subcontractor or supplier and without the fault or negligence of either of them, and the supplies or services to any be furnished by them were not obtainable from other rights and remedies provided by this Purchase Order or by law or equitysources in sufficient time to permit Seller to meet the required delivery schedule.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer maymay terminate this Order, in whole or in part, without liability, and upon providing written notice of termination to Seller. Such notice may be given (a) if Supplier fails to make deliveries at the time or in the quantities specified, (b) in the event of any material breach hereof by Supplier not cured within ten (10) of the date of the notice of termination, (c) in the event of the institution of any proceedings in bankruptcy or insolvency by or against Supplier, or any parent, subsidiary or affiliate of Supplier, or (d) in the event of the appointment of a receiver or trustee for Supplier or any parent, subsidiary or affiliate of Supplier or any assignment for the benefit of creditors by Supplier or any parent, subsidiary or affiliate of Supplier. In the event of a Termination for Default, Buyer may, in addition to any other rights or remedies provided herein in this Order or by law, terminate this Order in whole require Seller to transfer title and deliver to Buyer the following: (y) any completed Supplies; and (z) such partially completed Supplies and materials, parts, tools, dies, fixtures, plans, drawings, information, and contract rights (herein “manufacturing materials”) as Seller has specifically produced or in part by written notice of default if Seller: • fails to deliver acquired for the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order. Seller shall also, including any applicable requirement upon direction of lawBuyer, protect and preserve property in the possession of Seller in which Buyer has an interest. In these casesPayment for completed Supplies shall be at the price set forth on the Order. Payment for manufacturing materials delivered to and accepted by Buyer and for the cost of protection and preservation of property shall be in an amount not to exceed Seller’s cost thereof. Additionally, Buyer may, at its option and only in writing, provide the event of a period within which Seller may cure its default prior to Buyer’s terminating this Order Termination for default. If Buyer terminates this Order in whole or in partDefault, Buyer may repurchase similar Supplies and or Services from others and withhold such sums otherwise due Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused as Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum determines necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminatedfrom loss. The rights and remedies of Buyer provided in this clause Section 11 shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equitythis Order. No such termination shall relieve Seller of any obligations or liabilities under this Order.

Termination for Default. (1) Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, may terminate this Order in whole or in part by written notice to Seller in any of default if Seller: • the following circumstances: a. If Seller refuses or fails to deliver the Supplies make deliveries, including any installment thereof, or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; Purchase Order or • extension thereof granted by Buyer. b. If Seller fails to comply or fails to perform in accordance with the other provisions of this Order, including any applicable requirement including, but not limited to, specified quality requirements, or fails to make progress as to endanger performance of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole accordance with its terms, and does not cure any such failure within a period of thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of notice from Buyer specifying such failure. c. If Seller becomes insolvent, or makes a general assignment for the benefit of creditors, or pursues any remedy under any law relating to relief for debtors, or in partthe event a receiver is appointed for Seller’s property, or becomes subject to any law relating to bankruptcy, insolvency, or relief of debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable law, upon the occurrence of any event described in Section 8(1), above, Buyer may repurchase shall have the right to purchase or manufacture similar Supplies Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or Services from others procured by Seller under this Order including, but not limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and other property and technical data, and Seller shall be liable to Buyer for any additional costs excess cost to Buyer. Any termination by Buyer, whether for the terminated Supplies and default or Servicesotherwise, and shall be without prejudice to any claims for any damages or other damages caused rights of Buyer by the against Seller’s default. Buyer shall pay have the right to audit all elements of any termination claim and Seller the Order price for any completed Supplies and/or Services delivered and acceptedshall make available to Buyer on request all books, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedyrecords, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedpapers relating thereto. In the event of a partial termination, Seller shall continue performance of this Order to the work extent not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: • ‡ fails to deliver the Supplies or perform the services within the time specified in this Order; • ‡ fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • ‡ fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s WR %X\HU·V terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Seller·V GHIDXOW ay Se%lleXr \theHOUrd erVpKricDe fOorOan y Scompleted Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer ▇▇▇▇▇ against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, iQ 6HOOHU·V SHUIRUPD in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. A. Buyer may, without liability, liability and in addition to any other rights or remedies provided herein or by law, terminate this any Purchase Order in whole or in part by written notice of default if Seller: • (a) fails to deliver the Supplies supplies or perform the services within the time specified in this Orderspecified; • (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • (c) fails to comply or fails with any other Purchase Order provision. Buyer's right to perform terminate for default may be exercised if Seller does not cure the failure in accordance with the provisions Clauses 10 and 43 of this Order, including any applicable requirement Agreement. B. In the event of law. In these casessuch termination, Buyer may, shall have the right at its option to require the Seller to transfer title to and only in writingdeliver as Buyer may direct, any completed or partially completed supplies and any materials acquired for the performance of this Agreement. In such case, Buyer shall pay Seller the Purchase Order price associated with the accepted completed supplies so transferred and delivered; the price of partially completed supplies or manufacturing materials so transferred and delivered shall be that agreed to by both parties. Seller shall provide a period within which Seller may cure its Buyer any supporting information necessary to document the reasonableness of Seller's termination for default prior to Buyer’s terminating this Order for default. claim. C. If Buyer terminates this Order Agreement in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller shall be liable to Buyer for any reasonable cover costs incurred by Buyer in re-procuring Product which was terminated. "Reasonable cover costs" shall include all direct costs incurred by Buyer to procure the Products from another supplier, including the cost of stencils and test fixtures, including all other non-recurring expenses. Seller shall also be responsible for any indirect costs incurred by Buyer in the event this Agreement is terminated in whole or in part. Seller shall not be liable for any additional costs for the terminated Supplies if failure to perform arises from causes beyond Seller's or Seller's subcontractors' control and with no fault or Services, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, negligence of either of them; provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for Seller to meet Purchase Order deliveries or other performance requirements. Seller's liability under this Article shall be limited to five-hundred thousand dollars ($500,000). D. Buyer may withhold from any payments due Seller, Seller any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of the termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. . E. In the event of a partial termination, Seller shall continue the work not terminated. . F. The rights and remedies of Buyer provided in by this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.this Agreement. Buyer: ____ Seller:____

Termination for Default. (a) If the Seller is in default in carrying out any of its obligations under this Order, Buyer may give the Seller notice of default. The Seller shall have ten (10) days (or more if authorized in writing from the Buyer) from the date of receipt of such notice in which to cure the default or to satisfy the Buyer that such default shall be cured within a period of time acceptable to the Buyer. Upon failure to cure the default, Buyer may give the Seller written notice of termination of all or part of this Order. (b) Where the Seller becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or takes the benefit of any statute relating to bankrupt or insolvent debtors, or where a receiver is appointed under a debt instrument or a receiving order is made against the Seller, or an order is made or a resolution passed for the winding up of the Seller, the Buyer may, without liabilityupon giving written notice to the Seller, and in addition to any other rights or remedies provided herein or by law, immediately terminate this Order in for default the whole or in any part by written notice of default if Seller: • fails to deliver the Supplies or perform the services within the time specified in this Order; • fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order. (c) Upon the giving of a notice provided for section 7 (A) or (B), including any applicable requirement the Seller shall have no claim for further payment for the portion of law. In these casesthe Order terminated other than as provided in this Clause 7, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and but Seller shall be liable to the Buyer for all losses and damages which may be suffered by the Buyer by reason of the default, including any additional increase in the costs for incurred by the terminated Supplies and or ServicesBuyer in procuring the Products from another source. Nothing in this Clause 7 affects any obligation of the Buyer under law to mitigate damages, and Seller shall proceed with the portion of this Order not terminated. (d) With respect to the portion of this Order terminated for any other damages caused default, the Buyer may require the Seller to transfer the title and deliver, as directed by the Seller’s defaultBuyer, any (i) completed Products, and (ii) Seller Materials that the Seller and its subcontractors have specifically produced or acquired for such portion of this Order. Upon direction of the Buyer, the Seller shall also protect and preserve all Buyer Materials in its possession. (e) The Buyer shall pay Seller the Order price for any completed Supplies and/or Services Products delivered and accepted in accordance with section 7(d). The Seller and Buyer shall agree on a reasonable amount of payment for Seller Materials delivered and accepted, provided, however, that . Failure to agree will be a dispute to be resolved pursuant to section 21. The Buyer may withhold from any payments due Seller, these amounts any sum the Buyer determines to be necessary to protect the Buyer against any liability or expenses losses incurred due to Seller's ’s default. As an alternate remedy, including outstanding liens or claims of former lien holders against Seller, and in lieu the Products and ▇▇▇▇▇’s estimate of termination for default, excess re-procurement costs due Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of a partial termination, Seller shall continue the work not terminated. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity.

Termination for Default. Buyer (a) BUYER may, without liability, and in addition by written Notice of Default to any other rights or remedies provided herein or by lawSELLER, terminate this Order Agreement in whole or in part by written notice of default if Sellerthe SELLER fails to: • fails to (i) deliver the Supplies Goods or to perform the services Services within the time specified in this OrderAgreement or any extension; • fails (ii) make progress, so as to make sufficient progress with endanger performance of this Agreement; or, (iii) perform any of the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the other provisions of this OrderAgreement. (b) BUYER may require SELLER to transfer title and deliver to BUYER, in the manner and to the extent directed by BUYER, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as SELLER has produced or acquired for the performance of this Agreement, including any applicable requirement the assignment to BUYER of lawSELLER’s subcontracts. In these cases, Buyer may, at its option SELLER further agrees to protect and only preserve property in writing, provide a period within the possession of SELLER in which Seller may cure its default prior BUYER has an interest. Payment for completed Goods delivered to Buyer’s terminating this Order for default. If Buyer terminates this Order in whole or in part, Buyer may repurchase similar Supplies and or Services from others and Seller accepted by BUYER shall be liable at the Agreement price. Payment for any additional costs for the terminated Supplies and unfinished Goods or Services, which have been delivered to and accepted by BUYER and for any other damages caused Buyer by the Seller’s defaultprotection and preservation of property, shall be at a price determined in the same manner as provided in section 10, hereof, except that SELLER shall not be entitled to profit. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer BUYER may withhold from any payments SELLER monies otherwise due Seller, any sum SELLER for completed Goods and/or Materials in such amounts as BUYER determines necessary to protect Buyer BUYER against any liability or expenses loss due to Seller's default. As an alternate remedy, outstanding liens or claims against said Goods and Materials. (c) SELLER shall promptly notify BUYER if SELLER is the subject of any petition in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule, and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiatedbankruptcy. In the event of SELLER’s bankruptcy, BUYER may require SELLER to post such financial assurance, as BUYER, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a partial termination, Seller shall continue the work not terminateddefault under this Agreement. The rights and remedies of Buyer provided BUYER in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equityunder this Agreement. (d) If SELLER is terminated for default pursuant to this clause, SELLER is liable to the BUYER for any excess repurchase costs incurred in acquiring goods and/or services similar to those terminated for default, and for any other damages, whether or not repurchase is effected.