Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms Unless otherwise defined in this Amendment No. 3, all capitalized terms used herein shall have the respective meanings ascribed to them in the Agreement. In addition to the foregoing, the following terms shall have the meanings set forth below for purposes of this Amendment No. 3: (a) "Agreement" means the Long-Term Supply Agreement, Reference No. LTSA-MPT-2020-0315, dated as of March 15,

Section 1.2 — Interpretation This Amendment No. 3 shall be read in conjunction with, and forms an integral part of, the Agreement. The Agreement, as amended by this Amendment No. 3, shall be treated as a single instrument for all purposes. In the event of any conflict or inconsistency between the terms of this Amendment No. 3 and the terms of the Agreement (as previously amended by Amendment No. 1 and Amendment No. 2

ARTICLE 2 — AMENDMENTS TO THE AGREEMENT

Section 2.1 — Amendment to Section 9.3 (Recoverable Warranty-Chargeback Costs) (a) Deletion of Administrative Fee. Section 9.3 of the Agreement is hereby amended as of the Effective Date to delete the administrative fee (previously set at Forty-Eight Dollars ($48.00) per unit) from the definition and calculation of "Recoverable Warranty-Chargeback Costs." From and after the Effective Date, the per-unit chargeback amo

Section 2.2 — Amendment to Section 9.4(b) (Part Inspection Procedures Following Warranty Chargeback Notice) (a) Replacement of 30-Day Unilateral Deadline with 45-Day Mutual Deadline. Section 9.4(b) of the Agreement is hereby amended and restated in its entirety as of the Effective Date. The prior requirement under Section 9.4(b) that Buyer make returned parts available to Supplier for inspection within thirty (30) da

Section 2.3 — No Other Amendments Except as expressly amended by this Amendment No. 3, all terms, conditions, covenants, representations, warranties, and agreements of the Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects. Without limiting the generality of the foregoing, all provisions of the Agreement not specifically addressed by this Amendment No. 3, including,

ARTICLE 3 — SUPPLEMENTAL QUALITY PROTOCOL

Section 3.1 — CT-Scan Porosity-Screening Protocol In accordance with the requirements of the Settlement Agreement, and as a further condition of the commercial resolution reflected therein, Supplier agrees to implement a supplemental porosity-screening protocol at its manufacturing facility located at 4280 Mound Road, Sterling Heights, Michigan 48310 (the "Sterling Heights Facility"). The supplemental protocol shall

Section 3.2 — Engineering Specification Compliance The Parties confirm and agree that all valve body housings supplied under the Agreement (Part Nos. VMS-4400A through VMS-4400F) shall continue to conform in all respects to Buyer's engineering specifications as set forth in Meridian Drawing Set MER-DWG-4400, Revision C, as the same may be updated from time to time in accordance with Article 6 of the Agreement. Withou

ARTICLE 4 — REFERENCE TO SETTLEMENT AGREEMENT

Section 4.1 — Relationship to Settlement Agreement This Amendment No. 3 is entered into in connection with, and pursuant to the terms of, the Settlement Agreement dated October 28, 2022. The Parties acknowledge that certain of the amendments set forth in this Amendment No. 3, including the deletion of the administrative fee under Section 2.1, the revised inspection procedures under Section 2.2, and the supplemental C

Section 4.2 — No Admission of Liability Consistent with and subject to the provisions of the Settlement Agreement, this Amendment No. 3 and the amendments and supplemental quality obligations set forth herein are made as part of a one-time quality accommodation and commercial resolution and shall not be construed as an admission of liability, fault, defect, or wrongdoing by either Party. Neither Party, by entering in

ARTICLE 5 — GENERAL PROVISIONS

Section 5.1 — Governing Law This Amendment No. 3 shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles or any choice of law rule that would cause the application of the laws of any other jurisdiction. The foregoing choice of law is consistent with Section 22.4 of the Agreement, and the provisions of Section 22.4 of the Agreement (inc

Section 5.2 — Entire Agreement The Agreement (as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3), together with the Settlement Agreement and all schedules, exhibits, and annexes thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, representations, discussions, correspondence

Section 5.3 — Counterparts This Amendment No. 3 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment No. 3 by facsimile transmission or by electronic transmission in portable document format (PDF) shall be as effective as delivery of an originally exec

Section 5.4 — Severability If any provision of this Amendment No. 3 is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Amendment No. 3 or the Agreement, and this Amendment No. 3 and the Agreement shall be construed as if such invalid, illegal, or unenfor

Section 5.5 — Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Amendment No. 3 shall be given in accordance with Section 22.1 of the Agreement. For purposes of clarity and convenience, the current notice addresses of the Parties are as follows: If to Supplier: Vantage Mobility Systems Corp. 4280 Mound Road Sterling Heights, Michigan 48310 Attentio

Section 5.6 — Authority Each Party hereby represents and warrants to the other Party that: (a) the person executing this Amendment No. 3 on its behalf has been duly authorized to do so by all necessary corporate action; (b) this Amendment No. 3 has been duly executed and delivered by such Party; and (c) this Amendment No. 3 constitutes a legal, valid, and binding obligation of such Party, enforceable against it in ac

Section 9.3 — Recoverable Warranty-Chargeback Costs. (a) Definition. As used in this Agreement, "Recoverable Warranty-Chargeback Costs" means, with respect to any valve body housing (Part Nos. VMS-4400A through VMS-4400F) that is determined to be a Warranted Defective Part in accordance with Section 9.2, the sum of the following cost components, in each case as actually incurred by or on behalf of Buyer and reasonabl

Section 9.4(b) — Part Inspection Procedures Following Warranty Chargeback Notice. (i) Mutual 45-Day Inspection Period. Following the issuance of any Warranty Chargeback Notice by Buyer pursuant to Section 9.4(a), the Parties shall cooperate in good faith to make the returned parts that are the subject of such Warranty Chargeback Notice (the "Subject Parts") available for inspection by both Parties (or their respectiv