Common use of Purchase Price and Payment Terms Clause in Contracts

Purchase Price and Payment Terms. The Purchase Price is the tender price presented by the Seller in its tender for the Below-the-threshold Public Contract. The Buyer is obliged to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by the Buyer on the basis of a tax receipt duly issued by the Seller and delivered to the Buyer (hereinafter the “Invoice”). The Seller may issue the Invoice after takeover of the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable on the date of the taxable supply and in accordance with the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover of the Goods (hereinafter the “Handover Record”), executed by both Parties to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar days of the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered in delay in its payment (i) if the Invoice contains incorrect data; (ii) if any of the requisites stipulated by the legislation or this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire transfer to the bank account of the other Party specified in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoice, the Buyer is not in delay. The Seller may not assign any receivables arising out of this Contract.

Purchase Price and Payment Terms. 3.1 The Base Purchase Price for each Aircraft is * . 3.2 The Base Purchase Price shall be adjusted to determine the tender price presented "Adjusted Base Purchase Price", as follows: 3.2.1 To include the cost of changes to the Customer Specification required by Buyer after the date hereof. 3.2.2 To include the cost of Regulatory Changes pursuant to the terms of Clause 2.3.2, except those paid directly by Buyer. 3.3 The Adjusted Base Purchase Price shall be adjusted to determine the "Purchase Price" to reflect changes in economic conditions * and (iii) the Adjusted Base Purchase Price shall not be adjusted for any period of delay of an Aircraft which is due to * 3.4 Buyer shall pay to Seller the Purchase Price for each Aircraft upon execution by Buyer of the Certificate of Acceptance for such Aircraft, provided, however, that with respect to any Aircraft delivered under a Lease Agreement, Buyer shall pay all amounts specified in its tender for the Below-the-threshold Public ContractLease Agreement due upon delivery of such Aircraft. 3.4.1 Subject to the conditions specified herein, the first Aircraft delivered under this Agreement shall be delivered to Buyer under a Lease Agreement. The Buyer is obliged Buyer's obligation to pay the price specified in Annex 2 lease rentals due under such Lease Agreement shall be waived until the later of (hereinafter i) March 1, 1997 or (ii) the “Tender Price”) date of completion of the J41 modification program currently being performed by Seller on Buyer's existing fleet of Jetstream 41 aircraft (the "Modification Program"), subject to the Seller for proper delivery provisions of Goods specified in Annex 1. The Buyer Section 3.4.2. 3.4.2 In the event the date of completion of the Modification Program is thus obliged delayed due to reasons resulting from the acts or omissions of Buyer, the obligation to pay to the Seller lease rentals for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator such Aircraft shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by the Buyer on the basis of a tax receipt duly issued by the Seller and delivered to the Buyer (hereinafter the “Invoice”). The Seller may issue the Invoice after takeover of the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable occur on the date the Modification Program would have been completed if such acts or omissions of Buyer had not occurred. 3.5 Upon (i) delivery, acceptance and payment in full of the taxable supply and Purchase Price for each Aircraft in accordance with the VAT regulations. The invoicing is conditional upon the existence terms of this Agreement, or, (ii) execution of a Record Lease Agreement on Handoverthe Delivery Date for each Aircraft, Installation and Takeover of the Goods (hereinafter the “Handover Record”), executed * 3.6 All amounts payable by both Parties one party to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference other pursuant to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice Agreement shall be payable within 30 (thirty) calendar days of the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered in delay U.S. Dollars in its payment (i) if the Invoice contains incorrect data; (ii) if any of the requisites stipulated immediately available funds, by the legislation Federal Funds transfer or this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire same day book entry transfer to the bank account of the other Party accounts specified in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoice, the Buyer is not in delay. The Seller may not assign any receivables arising out of this ContractExhibit E attached hereto.

Purchase Price and Payment Terms. The Purchase Price is the tender purchase price presented by the Seller in its tender for the Below-the-threshold Public Contract. The Buyer is obliged Products to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by the Buyer on to the basis Seller under this Agreement (the "Purchase Price") shall be a one-time payment, the amount of a tax receipt duly issued which shall be as agreed upon by the Seller and delivered to the Buyer (hereinafter the “Invoice”)Parties in writing. The Seller may issue Purchase Price shall be due and payable within thirty (30) days following the Invoice after takeover of Delivery Date, unless otherwise agreed in writing by the Goods Parties. Payment shall be made by the Buyer based on a takeover recordto the Seller via bank transfer to an account designated by the Seller. All bank charges related to the transfer shall be borne by the Buyer. The Seller shall invoice VAT to provide the Buyer at with an invoice detailing the rate Purchase Price and any applicable on the date of the taxable supply and taxes or charges, in accordance with the VAT regulationslaws of Taiwan. Any delay in payment by the Buyer beyond the agreed payment term shall entitle the Seller to charge interest on the overdue amount at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the due date until payment is made in full. Both Parties agree that the Purchase Price is exclusive of any value-added tax (VAT), customs duties, or other governmental charges, which, if applicable, shall be borne and paid by the Buyer in addition to the Purchase Price. Quality and Inspection The Seller guarantees that all Products supplied under this Agreement will be of new material and workmanship, free from defects, and will conform in all material respects to the specifications, drawings, samples, or other descriptions furnished or specified by the Buyer. The invoicing is conditional upon Seller further warrants that the existence Products will be fit for the purpose for which they are purchased, and will comply with all applicable laws and regulations of a Record on HandoverTaiwan regarding the manufacture, Installation sale, and Takeover transportation of the Goods (hereinafter the “Handover Record”), executed by both Parties to the ContractProducts. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar days of the date of its handover to the Buyer. The Buyer has have the right to return inspect the Invoice Products within ten (10) Business Days following the Delivery Date. If any Products are found to be defective or not in conformity with the Seller before expiry of the maturity period without being considered in delay in its payment (i) if the Invoice contains incorrect data; (ii) if any of the requisites stipulated by the legislation or Agreement during this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire transfer to the bank account of the other Party specified in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoiceinspection period, the Buyer is may, at its option: (a) reject the defective Products and demand replacement from the Seller at the Seller's expense; or (b) accept the defective Products at a reduced price to be mutually agreed upon by the Parties. Any inspection or testing by the Buyer does not in delayrelieve the Seller of its obligations or warranties under this Agreement. The Seller If the Buyer fails to inspect the Products within the specified inspection period, the Buyer will be deemed to have accepted the Products, and no claims for defects or non-conformity may not assign any receivables arising out of this Contractbe made thereafter.

Purchase Price and Payment Terms. In consideration of Seller's conveyance of the Assets to Purchaser, Purchaser shall pay to Seller in full payment and exchange for all of the Assets, a cash purchase price in U.S. dollars to be determined prior to the Closing Date (as defined in Section 10(a) hereof) in a report on the valuation of the Assets (the "Valuation Report") prepared by the independent valuation firm of Evans & Evans, Inc. of Vanco▇▇▇▇, Br▇▇▇▇▇ Columbia ("Evans & Evans"). Evans & Ev▇▇▇ ▇hal▇ ▇▇▇iver ▇▇▇ Val▇▇▇▇▇n Report to Seller and Purchaser no later than three (3) business days prior to the Closing Date. Seller shall pay, when due, the fee and expenses charged by Evans & Evans for the prepa▇▇▇▇▇n ▇▇ ▇▇e Valuation Report. The purchase price set forth in the Valuation Report (the "Purchase Price") shall be in U.S. Dollars and shall be final and binding on Seller and Purchaser, except for manifest error and subject to the provisions of Section 8(f) hereof. (a) The Purchase Price is the tender price presented by the Seller in its tender for the Below-the-threshold Public Contract. The Buyer is obliged to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by Purchaser to Seller at Closing by the Buyer on the basis delivery of a tax receipt duly issued by secured convertible promissory note in the Seller and delivered to principal amount thereof (the Buyer (hereinafter the “Invoice”). The Seller may issue the Invoice after takeover of the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable on the date of the taxable supply and in accordance with the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover of the Goods (hereinafter the “Handover Record”"Note"), executed by both Parties to the Contract. The Buyer which Note shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar days of the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered in delay in its payment (i) if be substantially in the Invoice contains incorrect data; form annexed hereto as EXHIBIT B, (ii) if any bear interest at annual rate of the requisites stipulated by the legislation or this Contract is missing; 0% and (iii) if a copy be secured by all of the Handover Record confirmed Assets of Purchaser being purchased hereunder. The Note shall become due and payable on the first anniversary of the Closing Date (the "Due Date"). Prior to the Due Date, at the option of Purchaser, exercised in its sole discretion, the principal balance of the Note may be converted into common shares of Purchaser at a conversion price equal to the fair market value of the common shares of Purchaser as determined by an independent valuation firm engaged by the authorised persons Purchaser at Purchaser's expense and reasonably acceptable to Seller. (b) The valuation and allocation of the Parties is not attached consideration or tax basis among the Assets attributable to the Invoicetransactions contemplated by this Agreement shall be as set forth in the Valuation Report. In that casePurchaser and Seller shall follow such allocation in determining and reporting their liabilities for taxes in their respective tax returns filed subsequent to the Closing Date, and agree not to take, in any filing with or accompanying any tax return reporting any part of the transaction undertaken herein, a position inconsistent with such allocations. If such allocation is disputed by any governmental entity, the existing maturity period party receiving notice of such dispute shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire transfer to the bank account of promptly notify the other Party specified parties hereto and shall cooperate with the other parties in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoice, the Buyer is not in delay. The Seller may not assign any receivables arising out of this Contractresolving such dispute.

Purchase Price and Payment Terms. 9.1 The components of the Purchase Price is that constitute the tender sale price presented by of the Seller in its tender Equipment, the licence charge/ s for the Below-the-threshold Public Contract. The Buyer is obliged to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to the Seller for full Supplied Software shall become due and payable on delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment Equipment to the relevant tax administrator shall be governed by the applicable legislation on VAT. Client or its agent. 9.2 The Total Price is the maximum final price that may not be exceeded, with the exception of a change component of the statutory VAT ratePurchase Price that constitutes the fees for Installation/ Implementation, Ancillary Services and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport other applicable charges shall become due and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by the Buyer payable on the basis of a tax receipt duly issued by Acceptance Date. 9.3 The Client shall, subject to clauses 9.4, 9.5 and 9.7, pay to Business Connexion the Seller amounts invoiced pursuant to clauses 9.1 and delivered to the Buyer (hereinafter the “Invoice”). The Seller may issue the Invoice after takeover of the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable on the date of the taxable supply and in accordance with the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover of the Goods (hereinafter the “Handover Record”), executed by both Parties to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable 9.2 within 30 (thirty) calendar days of date of Business Connexion's invoice, by direct transfer into the bank account advised by Business Connexion in writing from time to time. 9.4 The Purchase Price has been calculated on the basis that the Premises are within the Territory and Business Connexion may increase the Purchase Price with any additional cost occasioned by delivery outside of the Territory, if the Client so requires. 9.5 If a Supplier changes its prices of the Equipment prior to the expiry date of the Quotation, Business Connexion shall be entitled to submit an amended Quotation to the Client, based on such amended Supplier pricing. The submission of the aforementioned amended Quotation shall replace the original Quotation in its entirety and shall be submitted to the Client for consideration and acceptance. 9.6 The Client shall in addition to the Purchase Price be liable for VAT, all other taxes, rates, or governmental levies imposed in respect of the sale of the Equipment. 9.7 The price as contained in the quotation shall become the Purchase Price unless: 9.7.1 the Client instructs Business Connexion, in writing, to purchase a forward exchange contract and the difference between the quotation rate of exchange and the forward cover contract rate of exchange will be used to calculate the Purchase Price. Such written instruction shall be given at the same time as the Client places an order with Business Connexion, or 9.7.2 the Client instructs Business Connexion in writing not to purchase a forward exchange contract in which event the Client shall bear the risk of exchange rate fluctuations in the purchase price, which Business Connexion shall recalculate on the date it pays its Supplier. Any such variance will result in a credit note or an additional invoice being processed. Such written instruction shall be given at the same time as the Client places an order with Business Connexion, or 9.7.2 Business Connexion provides an amended quotation within 7 (seven) Business days of its handover date of receipt of the Clients purchase order. 9.8 All payments in terms hereof shall be made in cash, in South African Rand, free of conditions, set-off, bank exchange, commission or any other deduction and neither Party may defer, adjust or withhold any payment lawfully due to the Buyerother. 9.9 The amounts to be paid in terms of this Agreement do not include taxes, sales, excise, gross receipts and withholding taxes, universal service fund fee and any similar tax or any government imposed fees or surcharges which may be applicable thereto and the Client agrees to pay all such applicable taxes or fees, which will be invoiced to the Client in accordance with the law where the Client is domiciled. The Buyer has Client agrees to pay or reimburse Business Connexion for all such taxes, excluding tax on Business Connexion’s income. In respect of withholding tax, the right to return Client will pay such additional amounts as may be necessary, such that Business Connexion receives the Invoice to the Seller before expiry of the maturity period without being considered in delay in its payment (i) amount it would have received had no withholding been imposed, except if the Invoice contains incorrect data; (ii) if any of the requisites stipulated by the legislation or this Contract is missing; (iii) if Client provides Business Connexion with a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of valid withholding tax certificate within 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire transfer to the bank account of the other Party specified in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice charges or fees paid to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoice, the Buyer is not in delay. The Seller may not assign any receivables arising out of Business Connexion under this ContractAgreement.

Purchase Price and Payment Terms. 2.1 The Purchase Price is the tender price presented by the Seller in its tender for the Below-the-threshold Public Contract. The Buyer is obliged aggregate consideration to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by the Buyer on for the basis of a tax receipt duly issued Proposed Transaction is (the “Purchase Price”), comprising being the goodwill plus the following: subject to adjustments determined by the Seller and delivered net asset value (“NAV”) of the Target as at the date of completion of the Proposed Transaction, following the satisfactory conclusion of due diligence in relation to the Buyer Proposed Transaction. 2.2 The following are to be paid: (hereinafter i) The sum of (the “InvoiceDeposit”). The Seller may issue the Invoice after takeover of the Goods ) will be deposited by the Buyer based with an escrow agent (the “Escrow Agent”) on a takeover recordor before prior to the initiation of due diligence on the Target. The Escrow Agent is unless otherwise appointed by both parties in writing. The Parties and the Escrow Agent will enter into the escrow agreement relating to the Deposit. The arrangement shall be exclusive upon payment of Deposit until Termination. (i) The sum of (the “Deposit”) will be deposited by the Buyer with the Seller on or before prior to the initiation of due diligence on the Target. The arrangement shall be exclusive upon payment of Deposit until Termination. (ii) Subject to the Buyer’s reasonable satisfaction of the results of the due diligence and the Buyer’s and the Parties’ respective decisions to proceed with the Proposed Transaction, the Buyer and the Seller shall invoice VAT use all reasonable endeavors to ensure the signing of the Sales and Purchase Agreement relating to the Proposed Transaction containing substantially the terms in this HOA (the “SPA”) and any other documents in relation to the Proposed Transaction within 5 working days after the date of expiry of the Due Diligence Period in accordance with Clause 5 of this HOA. For the avoidance of doubt, the Buyer at shall notify the rate applicable Seller in writing whether the Buyer is reasonably satisfied with the results of the due diligence on or before 5:00 p.m. on the date of expiry of the taxable supply Due Diligence Period, failing which the Buyer shall be deemed to be reasonably satisfied with the results of due diligence; (iii) On the date of signing of the SPA (“Signing Date”), the Buyer shall deposit the remaining Purchase Price (the “Remainder”) with the Escrow Agent, which together with the Deposit will constitute all of the Purchase Price; and (iv) Within working days (the "Completion Date") after the date of receipt of approval of the Proposed Transaction by the relevant regulator (the “Approval Date”), the Parties shall proceed to completion of the Proposed Transaction (“Completion”): (iv) Within working days (the "Completion Date") after the date of signing, the Parties shall proceed to completion of the Proposed Transaction (“Completion”): the Purchase Price shall be released and remitted to the Seller in accordance with joint wire transfer instructions in writing made by the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover of the Goods (hereinafter the “Handover Record”), executed by both Parties to the Contract. The Escrow Agent and shall be applied as part payment of the Purchase Price; against receipt of the Purchase Price, the Seller shall transfer ownership of all shares of the Target to the Buyer; and the Buyer shall not provide engage an independent certified public accountant agreed by the Parties as auditor of the Target to audit the Proforma Completion Accounts within 5 working days of the Completion Date, the costs of which is to be borne by the Buyer, who shall procure such auditor to issue the audited financial statements of the Target as at Completion Date within 40 days. Based on the NAV as shown on the audited accounts of the Target, the Seller shall refund any advance payments towards overpaid amount of the price NAV to the Seller. The invoice must contain Buyer or, as the case may be, the Buyer shall pay to the Seller any shortfall of the NAV by cashier’s order issued by a reference to this Contract licensed bank in , within 7 days upon the issuance of the audited accounts of the Target. (the number of this Contracti) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued Subject to the Buyer’s address specified in the header hereof. A copy reasonable satisfaction of the Handover Record for the Goods signed by the authorised persons results of the Parties due diligence and the Parties’ respective decisions to proceed with the Proposed Transaction, the Buyer and the Seller shall be attached use all reasonable endeavors to ensure the signing of the Sales and Purchase Agreement relating to the Invoice. The Invoice shall be payable Proposed Transaction containing substantially the terms in this HOA (the “SPA”) and any other documents in relation to the Proposed Transaction within 30 (thirty) calendar working days of after the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered Due Diligence Period in delay accordance with Clause 5 of this HOA. For the avoidance of doubt, the Buyer shall notify the Seller in its payment (i) if writing whether the Invoice contains incorrect data; (ii) if any Buyer is reasonably satisfied with the results of the requisites stipulated by the legislation due diligence on or this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence before 5:00 p.m. on the date of delivery expiry of the Due Diligence Period, failing which the Buyer shall be deemed to be reasonably satisfied with the results of due diligence; (ii) On the date of signing of the SPA (“Signing Date”), the Buyer shall provide the fund proof to the Seller as a new Invoice condition to the Seller signing the SPA that it has sufficient fund to pay the Purchase Price on Completion; and (iii) Within working days (the "Completion Date") after the date of receipt of approval of the Proposed Transaction by the relevant regulator (the “Approval Date”), the Parties shall proceed to completion of the Proposed Transaction (“Completion”): (iii) Within working days (the "Completion Date") after the Signing Date, the Parties shall proceed to completion of the Proposed Transaction (“Completion”): the Buyer shall pay to the Seller the Purchase Price, namely, plus the NAV as determined from the unaudited proforma financial statements of the Target as at the Completion Date, as stipulated in the SPA. All payments hereunder shall be made by cashier order in favour of the Seller drawn from a licensed bank in in or wire transfer or such other payment method as agreed by the Parties in writing; against receipt of the Purchase Price, the Seller shall transfer ownership of all shares of the Target to the Buyer. The price ; and the Buyer shall be paid in Czech crowns engage an independent certified public accountant agreed by wire transfer to the bank account Parties as auditor of the other Party specified in Target to audit the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment Proforma Completion Accounts within 5 working days of the Invoice means Completion Date, the date costs of debiting the invoiced amount from which is to be borne by the Buyer’s account, who shall procure such auditor to issue the audited financial statements of the Target as at Completion Date within 30 days. To avoid any doubtsBased on the NAV as shown on the audited accounts of the Target, the Parties agree that if the invoiced Seller shall refund any overpaid amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice NAV to the Buyer but it is credited to or, as the Seller’s bank account after the due date set out in the Invoicecase may be, the Buyer is not shall pay to the Seller any shortfall of the NAV by cashier’s order issued by a licensed bank in delay. The Seller may not assign any receivables arising out , within 7 days upon the issuance of this Contractthe audited accounts of the Target.

Purchase Price and Payment Terms. 1. The Purchase Price for the Delivery is the maximum price that cannot be exceeded and is stated in Annex no. 3 – Price list without value added tax, (hereinafter the “Purchase Price”). 2. Unless provided otherwise in this Contract, all the prices in this Contract are exclusive of value added tax, which shall be paid according to the applicable regulations or international agreements. 3. The Purchase Price includes all the costs related with the performance of the Contract, including the cost of transport of the Devices to the place of delivery, the costs of Verification and Training, the costs of insurance including unloading until the Delivery , licenses, taxes and fees, etc. The Purchase Price is fixed and shall not be changed regardless of the tender price presented by changes of prices or changes in the Seller in its tender for the Below-the-threshold Public Contractforeign exchange rates. 4. The Buyer is obliged to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Purchase Price shall be paid by after the signature of the Handover protocol. 5. The Buyer shall pay the Purchase Price on the basis of a an invoice issued by the Seller. 6. Invoices shall be payable within thirty (30) days of the date of their delivery to the Buyer. Invoices will be issued separately for the two projects BIATRI and HiLASE ▇▇▇ based on the instructions of the Buyer. Payment of the invoiced amount means the date of its remitting to the Seller’s account. In conformity with the applicable tax receipt duly regulations of the Czech Republic, the tax documents – invoices issued by the Seller hereunder shall include the following details: ‐ the business name/designation and registered office of the Buyer ‐ the tax identification number of the Buyer ‐ the business name/designation and registered office of the Seller ‐ the tax identification number of the Seller ‐ the registration number of the tax document ‐ the scope and object of the Delivery or Services ‐ the date of issue of the tax document ‐ the date of the supply or the date of acceptance of the consideration, whichever is earlier, if it differs from the date of issue of the tax document ‐ the price ‐ the registration number of the Contract, which the Buyer shall communicate to the Seller at his request before the invoice is issued ‐ a declaration that the charged price is provided for the purposes of the "Advanced designing of functional materials: From mono – to I –And TRI‐ chromatic excitation with tailored laser pulses, reg. No. CZ.02.1.01/0.0/0.0/15_003/0000445” or „HiLASE Centre of Excellence, reg. no: CZ.02.1.01/0.0/0.0/15_006/0000674“. must also comply with any double taxation treaties applicable to the given case. 7. The last invoice in each calendar year must be delivered by the Seller to the Buyer’s no later than by December 15 of the given calendar year. If a tax document – invoice does not comply with the payment terms stipulated by the Contract or if it does not comply with the requirements stipulated by law or if it is not delivered to the Buyer (hereinafter the “Invoice”). The Seller may issue the Invoice after takeover of the Goods by the aforementioned date, the Buyer based on a takeover record. The Seller shall is entitled to return the tax document – invoice VAT to the Buyer at the rate applicable on the date of the taxable supply and in accordance with the VAT regulations. The invoicing is conditional upon the existence Seller as incomplete, or incorrectly issued, for supplementation or issue of a Record on Handovernew invoice, Installation and Takeover of the Goods as appropriate, within five (hereinafter the “Handover Record”), executed by both Parties to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract5) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar business days of the date of its handover delivery to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered in delay in its payment (i) if the Invoice contains incorrect data; (ii) if any of the requisites stipulated by the legislation or this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period Buyer is not in delay in payment of the Purchase price or part thereof or the Price for Services and the Seller shall no longer apply and issue a corrected invoice with a new period of 30 (thirty) calendar days identical Maturity Period, which shall commence on the date of delivery of a new Invoice the corrected or newly issued tax document – invoice to the Buyer. 8. The price shall be paid in Czech crowns by wire transfer to the bank account of the other Party specified in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date invoicing details are set out in the Invoice, the Buyer is not in delayArt. The Seller may not assign any receivables arising out of this ContractI hereof.

Purchase Price and Payment Terms. The Purchase Price is the tender total purchase price presented by the Seller in its tender for the Below-the-threshold Public ContractMirror is 24,300 EUR excl. The Buyer is obliged to pay the price specified in Annex 2 VAT (hereinafter the “Tender Purchase Price”) ). All prices stipulated in this Contract are exclusive of VAT payable in the EU that will be paid by the Buyer in the Czech Republic. The Seller, if applicable, is responsible for clearing the Mirror both for export from the country of origin and for import to the Seller for proper delivery of Goods specified in Annex 1EU (export and import customs formalities and financial duties). The Buyer shall provide all needed assistance and carry out activities needed for completion of import procedures. The Buyer shall formally apply that the Mirror is thus obliged to pay admitted to the Seller for full delivery EU free of import financial duties (customs) if the law of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VATEuropean Union provides for such admission. The Total Purchase Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereofof the subject-matter of this Contract of which the Seller knew or should have known including all manufacturing costs, including, without limitation, the costs of provision transport, packaging, proper level of insurance and any other direct or indirect costs needed to perform this Contract duly and in time (but excluding VAT payable in the EU). The Purchase Price for the subject of performance set out in Art. V.1. hereof is the maximum permissible price. The Purchase Price is independent of the Warranty Service (as specified in Article 9 hereof), including the costs development of acquisition of spare parts, transport prices and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costscurrency exchange rates. The Total Purchase Price for the Mirror shall be paid by based on tax documents – invoices, to the Buyer on the basis account of a tax receipt duly issued by the Seller and delivered designated in the invoice. The Seller is entitled to invoice the Purchase Price upon acceptance of the Mirror in the Place of Delivery. Invoices shall be payable within thirty (30) days from their delivery to the Buyer (hereinafter the “Invoice”"Maturity Period"). The If the Seller may issue indicates any shorter maturity period in an invoice, such other period will be disregarded and the Invoice after takeover period set out herein applies. Payment of the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable invoiced amount is considered executed on the date of the taxable supply and in accordance with the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover of the Goods (hereinafter the “Handover Record”), executed by both Parties to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar days of the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered in delay in its payment (i) if the Invoice contains incorrect data; (ii) if any of the requisites stipulated by the legislation or this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire transfer to the bank account of the other Party specified in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited remitting to the Seller’s bank account after account. In conformity with the due applicable tax regulations of the Czech Republic, the tax documents – invoices issued by the Seller hereunder shall include particularly the following details: the business name/designation and registered office of the Buyer the tax identification number of the Buyer the business name/designation and registered office of the Seller the tax identification number of the Seller the registration number of the tax document the scope and object of the taxable supply the date set out of issue of the tax document the date of the supply or the date of acceptance of the consideration, whichever is earlier, if it differs from the date of issue of the tax document the price of the supply and must also be in conformity with any double taxation treaties applicable to this Contract. Invoices shall be submitted to the Buyer only in the Invoice, electronic form to the Buyer is not in delay. The Seller may not assign any receivables arising out of this Contractemail address: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇

Purchase Price and Payment Terms. The Purchase Price is (a) If the tender price presented by the Seller in its tender for the Below-the-threshold Public Contract. The Buyer is obliged to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, Contract separately agrees costs associated with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport packaging and delivery of the Goods over and above the Purchase Price, these costs must be paid together with the Purchase Price. Unless expressly stated otherwise, the Purchase Price means the price of the Goods inclusive of VAT and the costs associated with the delivery of the Goods (the Purchase Price). (b) The Customer acquires ownership of the Goods at the time when the Contract is concluded and the Purchase Price is paid at the same time, which payment shall be made by crediting the total amount corresponding to the place Purchase Price to the Seller's bank account. (c) The Seller shall issue an invoice to the Customer in confirmation of destination or any fees, customs duties and packaging and ancillary coststhe Order. The Total invoice shall contain the elements of a tax document and shall be sent to the Customer's e-mail address. (d) The Purchase Price shall be paid by the Buyer Customer to the Seller on the basis of a tax receipt duly issued the invoice, whereby: (i) on the First Order, the Purchase Price shall be paid in full by the Seller and delivered to Customer on the Buyer (hereinafter basis of the “Invoice”)invoice issued. The Seller may issue Goods shall not be dispatched until the Invoice after takeover Purchase Price has been paid; (ii) for subsequent Orders by the same Customer, an invoice is issued with a due date of 14 days and the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable are dispatched on the date of the taxable supply and invoice. (e) In the event of delay by the Customer in accordance with the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover payment of the Goods (hereinafter Purchase Price, the “Handover Record”), executed by both Parties to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice Seller shall be issued entitled to interest on the Buyer’s address specified in overdue amount at the header hereofstatutory rate for each and every day of delay. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice Default interest shall be payable within 30 (thirty) calendar days on the first day of the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry Customer's default in payment of the maturity period without being considered Purchase Price. (f) Depending on the quantity of Goods ordered under one Order, the Customer may be placed in delay in its payment one of the bonus categories: (i) if the Invoice contains incorrect data; Bronze category, (ii) if any of the requisites stipulated by the legislation or this Contract is missing; Silver category, (iii) if a copy Gold category, (iv) Platinum category. (g) Discounts from the retail price may be provided for each category and the current price list as well as information on the conditions for inclusion in one of the Handover Record confirmed by categories are available on the authorised persons E-shop in the section for business partners ▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇/cs/b2b/. (h) In addition to any discounts on the retail price, services may be provided free of charge to a Customer classified in the Parties is not attached to relevant category under paragraph (f) above for the Invoice. In that casepurpose of sales promotion, such as the provision of promotional materials, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery loan of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire transfer to the bank account of the other Party specified in the header hereoftablet stand, etc. The Seller agrees to include shall provide the bank account specified Customer with an up-to-date list of free services for each category via the E-shop in the header hereof in section for business partners, where this information is already available before the Invoice. The Parties agree that the date of payment conclusion of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoice, the Buyer is not in delay. The Seller may not assign any receivables arising out of this Contract.

Purchase Price and Payment Terms. The Purchase 5.1 Price is the tender price presented list means a document prepared by the Seller which contains the price for an individual Goods in its tender the Seller's offer specified as a unit price per unit, weight or volume (hereinafter referred to as also referred to as the "Price List"). The Seller shall have the right to unilaterally change the Price List with respect to the goods (to add a new type of goods or to narrow down a type of goods) or the price of the goods (price increase or decrease), in particular in the event of price changes on the part of suppliers Seller or for other operational reasons of the Seller. Seller's price list shall notify the Buyer via the B2B system and/or by email, whereby the Price List shall be deemed to have been received on the date of sending the email containing the Price List to the email address Buyer's email address and/or used by the Buyer. 5.2 The Buyer shall pay to the Seller the purchase price for the BelowGoods delivered in the amount as set out in Price List, after taking into account the Buyer's individual discounts, which was last provided to the Buyer received as the current Price List prior to the Buyer's execution of the Order, or, if the Buyer specifies Goods in the Order the price of which is not set out in the Price List, the Buyer shall pay to the Seller the Purchase Price in an amount to be agreed between the parties following the execution of the Order by the Buyer (hereinafter also referred to as the "Purchase Price"). 5.3 The Buyer shall pay the Purchase Price to the Seller on the basis of an invoice issued by Seller, which the Seller shall send by e-the-threshold Public Contractmail in electronic form. The In the event that Buyer requests, the invoice will be given to the Buyer upon delivery of the Goods or which the Seller delivered to the Buyer at a later date in person, by a postal undertaking (hereinafter referred to as "Invoice"), such delivery being subject to a charge of EUR 2.00 (in words: two Euro and zero Eurocents) excluding VAT for each paper invoice. Invoice must contain the particulars according to the special legislation; if, according to the Buyer the invoice does not comply with these requirements, the Buyer is obliged to pay the price specified in Annex 2 (hereinafter the “Tender Price”) return it to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to immediately after its delivery, whereupon the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by the Buyer on the basis of a tax receipt duly issued by the Seller and delivered to the Buyer (hereinafter the “Invoice”). The Seller may issue promptly correct the Invoice after takeover of the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable on the date of the taxable supply and in accordance with the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover of the Goods (hereinafter the “Handover Record”), executed by both Parties to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar days of the date of its handover deliver it to the Buyer. The Buyer has expressly agrees that an Invoice that is missing the right signature and/or Seller's stamp shall meet all required requirements for the purpose of payment of the Invoice requirements and shall not be grounds for return of the Invoice or for failure to pay the Invoice in a proper and timely manner Invoice. The Buyer shall also inform the Seller of any changes necessary for proper invoicing, unless the Buyer notifies the Seller of the change prior to the time the Invoice is issued by the Seller, the Buyer may return the Invoice for correction but shall pay the Purchase Price within the time limit of the original Invoice (i.e., invoices with incorrect data). 5.4 The Buyer shall pay the Purchase Price to the Seller before expiry of within the maturity period without being considered in delay in its payment (i) if due date specified on Invoice. 5.5 The Buyer shall pay the Invoice contains incorrect data; (ii) if any of the requisites stipulated by the legislation or this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached Purchase Price to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns Seller by wire transfer to the bank account of the other Party specified in the header hereof. The Seller agrees to include the Seller's bank account specified in the header hereof in indicated on the Invoice. The Parties agree that Purchase Price shall be deemed to have been paid on the date of crediting of funds in the amount of the Purchase Price to the Seller's bank account. 5.6 The Buyer shall acquire title to the Goods delivered upon full payment of the Invoice means Purchase Price. 5.7 In the date event that the Buyer is in default in payment of debiting the invoiced amount from the Buyer’s account. To avoid any doubtsinvoice, the Parties agree that if Seller shall be entitled to set off against the invoiced amount is debited for claim on such invoice any claims arising from it (the benefit of the Seller within 30 (thirtySeller) calendar days of delivery of the Invoice credit notes issued to the Buyer but it is credited in full. If the Buyer and the Seller have claims against each other, they shall be extinguished by set-off to the Seller’s bank account after extent that they are mutually covered, in particular if the due date set out in Seller makes a unilateral set-off against the Invoice, Buyer. Extinguishment shall take place when the Buyer is not in delay. The Seller may not assign any receivables arising out of this Contractclaims meet.

Purchase Price and Payment Terms. (a) The Purchase Price is the tender aggregate purchase price presented by the Seller in its tender for the Below-the-threshold Public Contract. The Buyer is obliged to pay the price specified in Annex 2 Purchased Assets (hereinafter the “Tender Purchase Price”) shall consist of (i) Three Million Five Hundred Thousand Dollars ($3,500,000) in cash paid by Buyer at Closing (the “Cash Payment”), provided that Seller shall use the Cash Payment to pay certain liabilities and expenses of Seller as set forth in Section (c) and (d) hereof; (ii) an amount equal to the Seller for proper delivery value of Goods specified all tangible assets included in Annex 1. The Buyer is thus obliged to pay to the Seller for full delivery of Purchased Assets less current liabilities (the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof“Tangible Net Worth”), including the costs of acquisition of spare parts, transport determined and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by the Buyer on the basis of a tax receipt duly issued by the Seller and delivered to the Buyer (hereinafter the “Invoice”). The Seller may issue the Invoice after takeover of the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable on the date of the taxable supply and in accordance with the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation procedure set forth in Section 2.3 below; and Takeover of the Goods (hereinafter iii) additional amounts calculated and paid by Buyer in accordance with Section 2.4 (the “Handover RecordEarnout Payment”), executed . (b) The Cash Payment shall be delivered by both Parties wire transfer of immediately available funds to an account or accounts of Seller specified by Seller in writing at least five (5) business days prior to the Contract. The Closing Date. (c) To the extent that Seller has not paid the following obligations prior to Closing, Seller shall direct Buyer shall not provide any advance payments towards to use the price Cash Payment to the Seller. The invoice must contain a reference to this Contract pay in full at Closing (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar days of the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered in delay in its payment “Closing Payments”): (i) if the Invoice contains incorrect data; Funded Debt of Seller (excluding any capital leases that are Assumed Leases), (ii) if any of the requisites stipulated capital leases that are not assumed by the legislation or this Contract is missing; Buyer, and (iii) if a copy the Excess Costs (as defined in Section 1.5(v)). The Closing Payments are set forth on Schedule 2.2(c) (including, to the extent applicable, the name of lender, aggregate principal balance of loans, the total amount of Excess Costs and pay-off information). (d) To the extent Seller has not paid the following expenses through the Closing, Seller shall use the Cash Payment to pay in full at Closing: (i) accrued compensation benefits owed to employees of Seller, (ii) payroll taxes, withholding, income, sales or other taxes payable by Seller as of the Handover Record confirmed by the authorised persons Closing, (iii) Seller’s trade payables and accrued expenses past due as of the Parties Closing Date according to vendor’s stated terms, and (iv) any other liability of Seller relating to the Business that is due as of the Closing and is not attached to the Invoice. In that casean Assumed Obligation, the existing maturity period and shall no longer apply and a new period provide Buyer with appropriate evidence of 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire transfer to the bank account of the other Party specified in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoice, the Buyer is not in delay. The Seller may not assign any receivables arising out of this Contractsuch payments.