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  Exhibit 10.27    
    


Confidential
Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions. 


 SUPPLY AGREEMENT

Number: 99XXXX  


 FOR PURCHASE OF PRODUCTION PARTS AND  


 NON-PRODUCTION GOODS AND SERVICES  


 BETWEEN  


 A123 SYSTEMS, INC. ("SUPPLIER")  


 AND  


 THINK GLOBAL AS ("THINK")  


This
Supply Agreement ("Agreement") has the objective of regulating the delivery of production parts and/or non-production goods and services from the Supplier to Think in relation to the
production of an electrical vehicle by Think with the following designation of type: 


A
306—model year 2007. 


Think
will purchase and Supplier will manufacture/supply Think's requirements for the units, supplies and components listed in the Blanket Purchase Order attached hereto as Appendix 2. 


Prices
set forth in this Agreement are based on and subject to a minimum purchase volume of [**] units in the [**] and [**]
units in [**], totalling [**] units based on a delivery program running from the [**] until [**].
Monthly volumes may fluctuate but the above stated minimum volumes must be met in order for Think to maintain the quoted pricing. The pricing is [**] during the above mentioned
time period, subject to [**]. New forecasts ("Rolling Forecast") will be distributed to the Supplier regularly, but not less than [**]. Think is not
obligated to order any units if design and test requirements are not met by Supplier as specified in Appendix 1 and its relevant documents attached therein. If such design and test requirements
are met,
Think will confirm to Supplier in writing and be obligated to order the units specified above. However both parties acknowledge that full vehicle safety must be met in all level of testing prior to
Think shipping cars to market. This testing as specified in Attachment 1 and its relevant documents attached therein and may influence timing of deliveries [**]. In connection
with the foregoing, Supplier shall be excused from all obligations or penalties arising under this Agreement or otherwise that relate to Supplier's capacity requirements and/or delivery commitments
unless and until Think's testing requirements specified in Attachment 1 are successfully completed and the above unit delivery requirements are confirmed in writing for [**].
In addition to the foregoing, if Supplier meets its scheduled delivery requirements to Think pursuant to Section 3 of this Agreement and Think does not complete the testing specified in
Attachment 1 as referenced above by [**], then Senior Executives of the parties shall promptly meet at a mutually agreed location to discuss in good faith appropriate
compensation to be paid to Supplier for delayed deliveries. 



Think
has the right to increase the number of units to meet the requirements of its business by written notice, based on a [**] lead time for cell assembly and
[**] lead time for coating capacity. Supplier is committed to increase capacity inside this period to a maximum of [**] units per year. Prices and terms
will in this case be renegotiated and mutually agreed to in writing. 


This
Agreement embodies all the terms and conditions agreed upon between the parties as to the subject matter of this Agreement and supersedes all previous agreement or arrangement (if any) between
the parties. 







 

This
Agreement consists of this Supply Agreement and the following Appendices: 




Appendix 1:
Statement of Work ("SOW") with relevant annexes. 


Appendix 2:
Blanket Purchase Order (with following Rolling Delivery Schedules). 





This
Agreement is entered into between the following parties: 



			
	Supplier	 	 
	Name:	 	A123 Systems, Inc. ("Supplier")
	Registration no:	 	 
	Address:	 	Arsenal on the Charles, 321 Arsenal Street, Watertown,

Massachusetts 02472 USA
	Attn:	 	Evan Sanders
	E-mail:	 	esanders@a123systems.com
	Telephone:	 	617-778-5562
	Telefax:	 	617-924-8910
	
 Purchaser	
 	

 
	Name:	 	Think Global AS or a subsidiary of the Think Group ("Think")
	Registration no:	 	NO 989 710 796
	Address:	 	Sandakerveien 24 C

NO-0413 Oslo

NORWAY
	Attn:	 	Erik Skaarnæs
	E-mail:	 	esk@think.no
	Telephone:	 	 
	Telefax:	 	 






This
Agreement consists of 15 pages (excluding Appendices) and is in two originals—one to each of the parties. 


Acknowledged
and agreed by the authorized representatives of the parties set forth below: 



									
	For and on behalf of the Supplier	 	For and on behalf of Think
	

By:	
 	

/s/ David Vieau







	
 	

By:	
 	

/s/ Jan Olaf Willums








	Name:	 	David Vieau	 	Name:	 	Jan Olaf Willums
	Title:	 	CEO	 	Title:	 	CEO
	Date:	 	28 November, 2007	 	Date:	 	7 November, 2007
	Place:	 	Watertown, Massachusetts	 	Place:	 	Oslo/Aurskog






0.     GENERAL


The
terms and conditions of this Agreement and associated documents are issued on behalf of Think and will apply to all orders issued to the Supplier for the products listed in Appendix 2
("Supplies" or "units"). 


Think
and Supplier agree that the following terms and conditions, which shall be applied in the spirit of fairness and good faith, govern the delivery of Supplies and any related services from the
Supplier to Think. 


Purchase
Orders and other associated purchasing documents will be valid without signature if issued by Think through its computer system or other electronic means. The reference to Purchase Order
herein 


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shall
include a Blanket Purchase Order, Delivery Schedule, Tooling Purchase Order, or similar documents issued by Think to Supplier. 



1.     OFFER, ACCEPTANCE


	(a)
	A
Purchase Order or Delivery Schedule against a Blanket Purchase Order is an offer to Supplier by Think to enter into the purchase agreement it describes.
Supplier's written acceptance of the Purchase Order will constitute acceptance of the offer.



	(b)
	Acceptance
is expressly limited to the terms of Think's offer. Once accepted, such Purchase Order together with these terms and conditions will be the
complete and exclusive statement of the Supply Agreement. Any modifications proposed by Supplier are expressly rejected by Think and shall not become part of the agreement in the absence of Think's
written acceptance. Any pre-printed terms and conditions on the face and reverse of each Purchase Order form shall not apply and this Agreement shall be controlling. 



2.     CHANGES


	(a)
	Subject
to negotiated Purchase Order terms, Think may, at any time, change the design (including drawings, materials and specifications) pursuant to the
change process set forth in subsection (d) below, processing, method of packing and shipping, and the date or place of delivery of the Supplies.



	(b)
	If
any such change affects cost or timing, Think and Supplier will adjust the price and delivery schedules by mutual written agreement, pursuant to the
change process set forth in subsection (d) below.



	(c)
	Supplier
will not make any material change in the design (e.g., form, fit, function or related warrenty terms) unless done pursuant to Think's
instructions pursuant to the change process set forth in subsection (d) below, or to processing, packing, shipping or date or place of delivery of the Supplies unless done pursuant to Think's
instructions or with Think's written approval, which shall not be unreasonably withheld or delayed. Supplier reserves the right to make changes in its internal processes or procedures that do not
impact the foregoing without seeking such approval.



	(d)
	If
Think requires any changes to the Supplies that deviate from the mutually agreed design and specifications set forth in a Statement of Work, Think shall
submit to Supplier (i) all necessary specifications and/or information and (ii) a request for a price quote ("RPQ") for each change. Supplier shall promptly evaluate the RFQ and submit
to Think for its written acceptance a proposal specifying the applicable changes in the Supplies and any related changes to the Statement of Work, including without limitation all affected milestone
delivery dates, and a price quote reflecting all associated changes in fees necessitated by Think's change request. Think shall have [**] business days to accept or reject
Supplier's proposal and shall provide Supplier with written confirmation of same. If Think accepts Supplier's proposal, Supplier shall modify the Statement of Work and Supplier shall proceed to
implement such changes in accordance with the Statement of Work as so modified. 



3.     DELIVERIES


	(a)
	Time
and quantity are of the essence in any Purchase Order. Unless otherwise agreed, delivery times specified are the times of delivery of the Supplies at
Think's designated place of delivery or destination.



	(b)
	Supplies
shall be accompanied by required and agreed documentation specified in the Purchase Order. 


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	(c)
	Delivery
will not take place prior to agreed time of delivery without Think's written consent, not to be unreasonably withheld or delayed.



	(d)
	Supplier
is obliged to do everything in its reasonable power to meet agreed time of delivery. In the event that Supplier understands or has reason to
believe that delivery will be delayed, Think shall be notified immediately in writing about the extent and cause of the delay. Supplier is obliged to do its utmost to minimise the extent and damage of
any delay.



	(e)
	If
such a delay can be reasonably foreseen to directly cause a material delay in Think's ability to ship products to customers on schedule and Supplier is
unable to provide a mutually agreeable plan to correct the deficiencies causing such delay, then Think is entitled to cancel the delivery at its own discretion as its sole remedy and Supplier shall
not be responsible for any penalties under Section 3(f) below.



	(f)
	Supplier
is responsible for any direct and documented loss incurred by Think caused by a delay to the extent provided in this Section 3(f). A
delivery which is delayed solely due to Supplier's fault (and not excusable, pursuant to Section 19) entitles Think to demand a penalty caused by the delay. Unless otherwise mutually agreed,
the penalty shall be [**] per cent of the agreed unit price for the delayed delivery per working day delay after agreed date of delivery. The penalty is limited to
[**] per cent of the agreed price for the delayed delivery. 



If
Think is unable to receive the Supplies at the agreed time of delivery, Supplier shall be notified immediately with instructions for steps to be taken. Think will pay the Supplies as originally
agreed and any costs incurred by Supplier as a result of the delay, provided Supplier has minimised any such costs. 


4.     PACKING, MARKING AND SHIPPING


	(a)
	Supplier
will pack, mark and ship Supplies in accordance with all applicable packaging standards of Think and, as appropriate, the carrier transporting such
Supplies. Think will inform and provide Supplier with such standards in writing a minimum of [**] in advance of any shipment.



	(b)
	Supplier
will not charge separately for packing, marking, or for materials used therein.



	(c)
	Think
may request shipment of any of the Supplies by a more expeditious method of transportation if Supplier fails to meet the delivery requirements of a
Purchase Order and such failure results in a material delay in vehicle production or sales. In such case, Supplier will cover all reasonable express shipping costs incurred unless such failure is due
to an excusable delay as specified under Section 19. 



Supplier
shall perform functional-level quality testing of the Supplies once fully assembled at Supplier's facility prior to shipment pursuant to a mutually agreed test plan. Supplier shall prepare
and deliver a Test Report to Think upon request. 


All
Supplies shall be deemed accepted upon shipment, provided, however that it is understood that Think shall be entitled to conduct an incoming quality inspection pursuant to Section 6(a)
below and shall have the rights and remedies under the Section 10 (Warranty) if any non-conforming Supplies are identified during this process. All Supplies deliveries shall be FCA
A123's factory. 


5.     SHIPPING DOCUMENTS


Freight
Bill or Bill of Lading and any other legally required documents must accompany each material shipment. 


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6.     INSPECTION & CORRECTION


	(a)
	Think
is obliged to inspect the Supplies upon delivery without undue delay. This inspection is visual and primarily intended to detect any damage to goods
under transportation.



	(b)
	In
the event that non-conforming Supplies are not detected upon Think's incoming quality inspection, the non-conforming Supplies
will be subject to this Section 6 and Section 10 below.



	(c)
	Think
may at its own option notify Supplier of any warranty claims during the applicable warranty period and with mutual agreement either return at
Supplier's risk and expense, or retain and correct, Supplies that fail to conform in any material respect to the requirements of a Purchase Order and their applicable specifications, even if the
non-conformity does not become apparent until the manufacturing or processing stage. If the parties agree that Think should correct the Supplies, Think will consult with Supplier on the
method of correction. Supplier, at its option, will either reimburse or credit Think for reasonable expenses resulting from warranty claims or correction, subject to subsection (d) below.



	(d)
	If
Supplier does not immediately take the necessary steps to correct a non-conformance pursuant to Section 10 below, Think is entitled to
receive a credit for the purchase if the non-conformance is material for the fulfilment of the Purchase Agreement. Supplier shall have [**] to rectify the
non-conformance before Think is entitled to a credit for the purchase. Supplies in dispute under this clause will not be paid until the dispute is solved. 





7.     INVOICES, PAYMENT, FOREIGN EXCHANGE


	(a)
	Supplier's
invoices must contain all material information required by Think as detailed in Purchase Order. Invoices missing material details will be
returned to Supplier for correction.



	(b)
	Payment
terms will be as specified in the relevant Purchase Order and, if not so specified, shall be net [**] from shipment or
invoice date, which means the same.



	(c)
	All
payments for Supplies shall be made in the currency specified in the Purchase Order and, if not so specified, shall be in U.S. Dollars.



	(d)
	The
parties acknowledge that a percentage of the Supplies' cost (to be determined pending design completion) originates from China and that all prices
quoted for the Supplies reflects Supplier's current expectations for USD-RMB foreign exchange rates for calendar year 2008. If the applicable foreign exchange rates increase or decrease
more than [**]% from the published exchange rates in The Financial Times as of the Effective Date, then the parties shall
re-negotiate and mutually agree in good faith on the affected part of the supplies to the quoted prices. 



8.     SERVICE AND REPLACEMENT PARTS


Upon
the written acceptance of a Purchase Order by Supplier, Supplier will sell to Think: 



	(i)
	Supplies
necessary to fulfil Think's current model service and replacement requirements for such Supplies at the prices specified in the Purchase Order.



	(ii)
	Service
and replacement parts of any assemblies. The total price of all parts of the assembly shall not exceed a mutually agreed percentage of the price of
the assembly specified in the Purchase Order (less assembly costs).



	(iii)
	Supplies
in a [**] period after Think completes current model purchases. The Supplies of spare parts shall fulfil Think's past
model service and replacement requirements at the prices specified in a Purchase Order plus actual cost differentials for packaging and manufacturing. During the [**] of such
period, Think and Supplier will negotiate in good faith with regard to Supplier's continued manufacture of service and replacement Supplies. Supplier may terminate 



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production
of any Supplies upon reasonable prior written notice to Think, provided that, in such case, Supplier shall support and provide or make available to Think, Supplies having equivalent form,
fit and function and which may have improved capability to the original Supplies at mutually agreed rates. 





9.     APPLICABLE TAXES


The
total price specified for Supplies on a Purchase Order will include the unit price. All elements of freight, duty and tax as specified in the relevant delivery term, including value added tax
(VAT), which, if applicable, will be shown separately on Supplier's invoice and shall be the responsibility of Think. 


10.   WARRANTY


	(a)
	Supplier
warrants that Supplies under a Purchase Order will, during the warranty period specified below, conform in all material respects to the applicable
drawings, specifications, or other description furnished pursuant to the Purchase Order, be free of defects in design (to the extent that Supplier furnished the design), materials, and workmanship
that materially affect the uses to be made of such Supplies and be suitable for the purpose intended. Upon delivery of the Supplies Think will be solely responsible to ensure the correct storing,
handling and usage of the Supplies.



	(b)
	The
warranty period for Supplies shall be the period specified on Think's Purchase Order, provided however that a valid warranty shall not be shorter than
[**] months after the electrical vehicle (where the Supplies are assembled) is registered on the end-user, but in no case longer than [**]
months from the time Think has received the Supplies from the Supplier, or up to [**] Full Cycles (one cycle is defined as 100% complete charge and 100% complete discharge)
with [**]% of initial capacity remaining after the [**] Full cycles, which ever is lesser. 


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	(c)
	During
the warranty period, Supplier will immediately and at its own cost replace or take prompt action to correct any non-conformant Supplies
in accordance with the warranty remedies set forth in Section 6 above. The warranty only applies when the Supplies have been stored, installed and used in accordance with their intended purpose
and specifications. Think will return to Supplier all non-compliant Supplies that are replaced under the warranty.



	(d)
	Supplier
will indemnify and hold Think harmless in respect of the costs of Governing body safety recall campaigns in the country of vehicle sale
(e.g., the Department of Transportation in the U.S.) and other mandated corrective service actions, not to exceed $[**] per recall event and
$[**] in the aggregate in any year during the term of this Agreement, that are required to rectify non-conformances in Supplies (materials and/or workmanship),
other than in instances where the Supplies have not been stored, installed or used by Think or the end-user in accordance with the intended purpose and specifications.



	(e)
	Replaced
and repaired Supplies are subject to the same warranty conditions and term as for the original Supplies, counted from the time when the replacement
or repair was completed.



	(f)
	Supplier
warrants that the Supplies fulfils official requirements regarding environment, quality and safety in the jurisdictions where the vehicle shall be
marketed and sold. Think is responsible for providing in writing to Supplier all necessary documents regarding this in order for Supplier to adequately review these requirements in advance of
accepting any Purchase Order.



	(g)
	The
parties expressly disclaim the application of the UN Convention on Contracts for the International Sale of Goods to this Agreement. 



EXCEPT
FOR THE FOREGOING WARRANTIES, SUPPLIER MAKES NO OTHER WARRANTIES REGARDING THE SUPPLIES, AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SUPPLIES, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 


11.   TITLE AND ENGINEERING DRAWINGS, SPECIFICATIONS


	(a)
	Any
documents, including drawings and specifications produced or acquired by Supplier under a Purchase Order, which documents define elements that are
unique to Think ("Documents"), will belong to Think, subject only to Supplier's intellectual property rights in and to such Documents or their contents, including and not limited to both foreign and
domestic pending patent applications, issued patents, trademarks, trade secrets, copyrights, industrial design right or other intellectual property rights (collectively, "Intellectual Property
Rights"), but without any other restrictions on Think's use of such Documents for the purposes of this Agreement, including reproduction, modification, disclosure or distribution of the documents or
the information contained therein, subject to the confidentiality obligations arising under Section 13(b) and Section 23 below. To the extent such documents contain original work of
authorship under applicable copyright law created by Supplier in order to comply with Think's requirements under a Purchase Order, the copyrights to such work shall be owned by Supplier, subject to
Think's usage rights above. Any engineering drawing that Supplier is required to prepare and furnish to Think shall conform to Think's local computer hardware and software.



	(b)
	All
drawings, know-how, and confidential information supplied either to Think or Supplier by the other party and all rights therein, including
Intellectual Property Rights, will remain the property of the disclosing party and will be kept confidential by the receiving party in accordance with Section 13(b) and Section 23.
Supplier is licensed to use Think's drawings, know-how, and confidential information produced or acquired by Supplier under a Purchase Order and subject only to Supplier's Intellectual
Property Rights, as set forth in Section 11(a), only for the purpose 


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of
fulfilling its obligations under a Purchase Order. Supplier will ensure that any third party to whom Supplier subcontracts any of the work hereunder is bound by all the terms and conditions
relating to such work to which Supplier is bound under a Purchase Order. 




12.   INTELLECTUAL PROPRIETARY RIGHTS


	(a)
	Other
than disclosed to Think as of the Effective Date, Supplier represents and warrants that Supplier has no knowledge of any claims of infringement filed
against Supplier by a third party for practicing any existing Intellectual Property Right of such party.



	(b)
	This
Agreement does not constitute any transfer of Intellectual Property Rights, either in whole or in part, from one party to another party. Supplier is
and remains the owner of all rights in and to its inventions or other Intellectual Property Rights, rights received or applied for such inventions or other Intellectual Property Rights, including but
not limited to rights in and to the Supplies, as well as any other pre-existing rights from before entering into this Agreement and any improvements or modifications thereto made by
Supplier following the Effective Date. For the avoidance of doubt, Supplier owns all rights, title and interests in and to the following elements of the Supplies (i) cell-level
technology, composition and know-how, (ii) software and firmware, including without limitation, SOC/SOH algorithms and (iii) module design features. 



13.   INFORMATION AND DATA


	(a)
	Supplier
will furnish to Think all non-proprietary information and data Supplier acquires or develops in the course of Supplier's activities
under a Purchase Order—without restrictions on use or disclosure. Supplier shall also disclose, on Think's request, any potential or real problems with design, quality or manufacturing
related to the Supplies under a Purchase Order.



	(b)
	Think
and Supplier will use reasonable care to prevent disclosing to any third person:



	(i)
	the
technical information and data furnished by Think or Supplier to the other party or developed or acquired by Think and Supplier under its work related
to a Purchase Order,



	(ii)
	information
relating to any portion of either party's business that either party may acquire in the course of the activities related to a Purchase Order 






These
confidentiality obligations shall continue as long as any Purchase Order is in effect and for a minimum period of [**] thereafter. This obligation will not apply to
information that is or becomes publicly known through no fault of Think or Supplier. Nevertheless, Supplier may disclose the information and data of subsections (b)(i) and (b)(ii) hereof to
relevant third parties if this is required for Supplier to fulfil its duties under a Purchase Order and such third parties have agreed in writing to conditions at least as stringent as those contained
herein. 


14.   COPYRIGHTS


	(a)
	Any
work of authorship created by Supplier or Supplier's employees under a Purchase Order which is specially ordered or commissioned by Think and which does
not relate to, either in whole or in part, Supplier's Intellectual Property Rights or is filed as any continuation and/or continuation-in-part and/or divisional applications
filed by or granted to Supplier either inside or outside of the U.S., may be considered as a "work made for hire" and all copyright ownership for such
works of authorship will be mutually agreed by the parties in writing.



	(b)
	All
works of authorship, if mutually agreed subject to Sections 14(a), will bear a valid copyright notice designating either Think or Supplier as the
copyright owner, for example, in the case of Think: "Copyright © 2007, THINK Global AS", where "2007" is the year the work was created. 


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15.   SUBCONTRACTS


In
each subcontract of Supplier's work performed pursuant to a Purchase Order, if any, Supplier will obtain for Think the rights and licenses granted in Sections 11, 13, and 14. 



16.   ADVERTISING


Any
reference to the other party or the use of the other party's trade marks or logos in advertising or publicity materials will be subject to the other party's prior written approval. 


Each
party agrees that it will refrain from issuing any press release or other public statement regarding this Agreement or the matters described herein, or disclose the existence of this Agreement or
the terms hereof to any third party, until the Effective Date (as defined below). Any press releases issued under this Agreement shall be subject to prior review and agreement by the parties. 



17.   AUDIT RIGHTS


Think
will have the right at any reasonable time during normal business hours upon prior written notice, at its sole expense, to send its authorized representatives to examine all pertinent documents
and materials in the possession or under the control of Supplier relating to any of Supplier's obligations under a Purchase Order or any payments requested by Supplier pursuant to a Purchase Order.
Supplier shall maintain all pertinent books and records relating to a Purchase Order for a period of [**] years after completion of services or delivery of Supplies pursuant to
that Purchase Order. 



18.   ASSIGNMENT


Except
for subcontracting by Supplier in the ordinary course of its business, neither party will assign or delegate any of its rights or substantive duties under this agreement or a Purchase Order
without the other party's prior written approval, provided that no such approval is required for an assignment of this Agreement by either party in connection with a merger, consolidation,
reorganization or sale of all or substantially all assets. 



19.   EXCUSABLE DELAYS  


	(a)
	Neither
Think nor Supplier will be liable for a failure to perform arising from causes or events beyond its reasonable control and without its fault or
negligence, including labour disputes ("excusable delay"). The non-performing party claiming an excusable delay shall give notice in writing to the other party as soon as possible after
the occurrence of the cause relied on and after termination of the condition.



	(b)
	In
the event of a delay in performance (excusable or not), Think may acquire possession of all finished goods and materials in progress meant to be included
in a Purchase Order. Supplier will deliver such parts of the Supplies to Think, at Think's chosen point of delivery. Think will pay a price no less than the documented costs to Supplier of the goods
and materials. Think may also obtain the Supplies covered by a Purchase Order elsewhere for the duration of the impediment and a reasonable period thereafter. 



20.   TERM AND TERMINATION


	(a)
	This
Agreement will become effective and enforceable against the parties on November 28, 2007 (the "Effective Date") and shall continue in force
unless and until terminated pursuant to Section 20(b) below.



	(b)
	After
December 31, 2009, this Agreement can be terminated with 12 months written notice, but not before all pending Purchase Orders are
fulfilled. The clauses meant to survive the termination 


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(such
as clauses 8, 10, 11, 12, 13, 14, 16 and 17), will last until the obligations stated in the clauses lapses. 




21.   APPLICABLE LAW AND ARBITRATION


	(a)
	This
Agreement, and any document related to this Agreement (such as a Purchase Order), shall be governed by the laws of Switzerland, and all disputes
arising out of this Agreement shall be brought before the ordinary Swiss courts with Geneva as the legal venue.



	(b)
	If
either party initiates litigation on such contractual causes, the other party shall have the right to initiate mediation. The parties agree to
participate in good faith in the mediation and negotiations related thereto for a period of [**]. If the parties are not successful in resolving the dispute through the
mediation, then the parties may agree to submit by mutual written agreement the matter to binding arbitration by a sole arbitrator in accordance with the Swiss Arbitration Act. 



22.   DISCLAIMER; LIMITATION OF LIABILITY


IN
NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES DUE TO ANY CAUSE WHATSOEVER, INCLUDING DAMAGES CAUSED BY THE NEGLIGENCE OF A PARTY, ITS
EMPLOYEES OR AGENTS OR OTHERWISE. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST THE A PARTY MORE THAN TWO YEARS AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED. 


IN
NO EVENT SHALL THE ACCRUED TOTAL LIABILITY OF SUPPLIER FROM ANY LAWSUIT, CLAIM, WARRANTY OR INDEMNITY EXCEED THE AGGREGATE SUM PAID TO THE SUPPLIER BY THINK UNDER THE PURCHASE ORDER THAT GIVES RISE
TO SUCH LAWSUIT, CLAIM, WARRANTY OR INDEMNITY. 


23.   CONFIDENTIALITY



Except
as otherwise expressly provided in Section 13(b) above, the treatment of all proprietary and confidential information exchanged under this Agreement shall be in accordance with the terms
and conditions of the Confidentiality Agreement entered into between the parties dated January 1, 2007. 


 SUPPLEMENTAL PROVISIONS APPLICABLE TO TOOLING  



22.   TOOLING ORDER


If
Think issues a Purchase Order for "Tooling", and such Purchase Order is accepted by Supplier, Supplier will design, fabricate and install the Tooling described in such Purchase Order subject to the
terms and conditions contained herein. 


23.   SAMPLES, STATUS


	(a)
	Supplier
shall, at its own expense, manufacture a mutually agreed to number of sample parts on the Tooling for inspection and/or testing by Think to ensure
the capability of the Tooling to produce parts which meet Think's requirements.



	(b)
	To
the extent technically feasible, the Tooling shall be designed and fabricated to be sufficiently durable to support the manufacture of all production and
service requirements through the production lifetime of the part.



	(c)
	The
Tooling will be deemed to be completed when the necessary samples have been submitted and approved by Think. Think may request Supplier to furnish
status reports on the design, 


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construction
and acquisition of the Tooling. Supplier will notify Think immediately if the Tooling may not be completed by the completion date specified in the Purchase Order. 




24.   TITLE, IDENTIFICATION


	(a)
	All
title to any part of the Tooling under a Purchase Order ("Tooling Property") shall pass to Think as soon
as it is acquired or fabricated in accordance with the relevant Purchase Order. During the term of a Purchase Order, all such Tooling Property in the possession of Supplier shall be deemed to be
bailed and not be deemed to be a fixture or a part of Supplier's own real property.



	(b)
	Supplier
will:



	(i)
	properly
house and maintain such property on Supplier's or subcontractors premises,



	(ii)
	prominently
mark it Property of Think,



	(iii)
	refrain
from mixing it with the property of Supplier or with that of a third party,



	(iv)
	adequately
insure it against loss or damage, and



	(v)
	not
move it to another location whether owned by Supplier or a third party, without the prior consent of Think, except in the case of an emergency. Supplier
may move the Tooling property provided that it gives Think notice that the Tooling has been moved and the location of the Tooling as soon as reasonably practicable.






	(c)
	Supplier
shall indemnify Think against any claim adverse to Think's ownership of the Tooling Property, except as such claims may result from any acts or
omissions of Think. To the extent permitted by law, Supplier waives its right to object to the repossession of the Tooling Property in the event Supplier is involved in bankruptcy proceedings.



	(d)
	While
in its possession, Supplier shall maintain the Tooling Property in good condition and immediately replace any items which are lost or damaged. All
repaired or replaced Tooling Property shall remain the property of Think. None of the Tooling Property shall be sold or used in the production, manufacture or design of any goods or materials except
to the order of Think.



	(e)
	If
the Tooling Property is not utilized to produce any parts for Think for a period of two years, Supplier shall notify Think and request instructions as to
the disposition of the Tooling Property.



	(f)
	If
Supplier subcontracts all or any portion of the manufacture of the Tooling Property, Supplier shall ensure that Supplier' duties under this Agreement
also are obeyed by his sub-supplier.



	(g)
	Supplier's
responsibility continues beyond the expiry date of the related parts Purchase Order. 





25.   TOOLING PAYMENT


Any
payments made by Think for Tooling Property will be made to Supplier, even if the Supplier uses a sub-contractor. 


11








 




































 TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


Lithium Ion Energy Pack system
  Statement of Work

A306—MODEL YEAR 2008

Category 1


 Agreement between THINK GLOBAL AS and A123 Systems,

pertaining to Lithium Ion Energy Pack System—Statement of

Work A306—MODEL YEAR 2008  


12








 
TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  



 Revision: 1.1  


 Date:  


 Prepared by: Erik Skaarnæs  


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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


 CONTENT  



									
	1	 	Content	 	 	 15	 
	

1	
 	

Program Information and Requirements	
 	
 	
 15	
 
	 	 	1.1	 	 DESCRIPTION OF SCOPE	 	 	15	 
	 	 	1.2	 	 PROTOTYPE TIMING	 	 	16	 
	 	 	1.3	 	 PROGRAM VOLUMES FORECAST	 	 	16	 
	 	 	1.4	 	 COST	 	 	16	 
	 	 	1.5	 	 DEVELOPMENT MILESTONES, PAYMENT	 	 	17	 
	 	 	1.6	 	 KEY SUPPLIER DELIVERABLES AND RESPONSIBILITIES	 	 	17	 
	 	 	1.7	 	 KEY THINK GLOBAL AS DELIVERABLES AND RESPONSIBILITIES	 	 	17	 
	 	 	1.8	 	 JOINTLY MANAGE COST, TIMING AND TOOLING	 	 	17	 
	 	 	1.9	 	 SUPPLIER QA SYSTEM	 	 	18	 
	 	 	1.10	 	CAD/CAE	 	 	18	 
	
 2	
 	

Supplier Responsibilities Throughout the Program and in the Production	
 	
 	
 19	
 
	 	 	2.1	 	 SOURCING	 	 	19	 
	 	 	2.2	 	 THINK GLOBAL AS AGREEMENT TO CHANGES	 	 	19	 
	 	 	2.3	 	 PRODUCT CONCERNS	 	 	19	 
	 	 	2.4	 	 MODIFY MANUFACTURING	 	 	20	 
	
 3	
 	

Attached Forms	
 	
 	
 21	
 
	

4	
 	

Document tracking control	
 	
 	
 22	
 
	

5	
 	

Document list (including but not limited to attachments above)	
 	
 	
 23	
 
	

6	
 	

Bill of Material	
 	
 	
 24	
 





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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


 1    PROGRAM INFORMATION AND REQUIREMENTS  


 1.1    Description of Scope


Supply
of the 18 kWh Lithium Ion Energy Pack System, as per attached BOM 


All
the parts are defined in the attached Bill of Materials with agreed Costs. 


Think
GLOBAL AS participates with the Tooling, Engineering, Development, Testing, Implementation and other Investment costs with a Value of
USD [**]. This Value applies to expenses related to the components defined in Bill of Materials. The Value is subject to
changes as design and contents of Bill of Materials may change. 


1PP
units to be priced at USD [**] each 


Payment
Terms are specified in the relevant Purchase Orders or as otherwise specified in the Supply Agreement. 


New
components or functions may be added to the Scope. The Target Value shall be modified taking into account modifications with the joint agreement of Supplier and Think GLOBAL AS. 



Think
GLOBAL AS' financial responsibilities to Supplier are limited to the agreed investment costs described in this Statement of Work with a Purchase Order, the Supply Agreement and any Blanket
Purchase Agreements and Delivery Schedules related to the scope of this Statement of Work 


This
Statement of Work is subject to the Supply Agreement entered into between the parties effective as of October 15, 2007 (the "Supply Agreement"). 


Supplier
is a Think GLOBAL AS category 1 according to THINK APQP guideline. Supplier has complete system responsibility. 


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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  



1.2   Prototype Timing


Dates
and number of cars shown in table may be subject to change. Software may be released in stages incorporating increasing levels of functionality (TBD). 



							
	Code



 
	 	Milestones 	 	Dates 	 	QTY 
	 Prototype—AP
	 	 I functional prototype for bench purpose
	 	 [**]	 	 [**]
	 Prototype CP Parts
	 	 Confirmation Prototypes
	 	  [**]
	 	  [**]

	 PSW/1PP
	 	 First serial delivery with Parts Submission Warrant
	 	  [**]
	 	  [**]

	 JI
	 	 Job #1
	 	  [**]
	 	  [**]







1.3   Program Volumes Forecast


[**]
vehicles over [**] years. Volume is subject to change and take rate is dependent on end customer demand. Volume forecast in this document is for
development purposes only. Program volumes are referred to in Think GLOBAL Supply agreement and delivery schedules as such. Termination is subject to Think supply agreement. 



1.4   Cost


Agreed
Cost are detailed in attachment E—Bom of Materials 


Supplier
will be responsible for delivery of the subsystem/component to Target Costs and Values agreed between Think GLOBAL AS and Supplier during the program. 


The
parties shall use commercially reasonable efforts to cooperate in identifying a target annual cost reduction of [**]% pcs. The parties shall equally share the benefits
achieved by any such reduction. In addition prices are subject to volume and are defined in the volume vs price matrix in Appendix        attached hereto. 


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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


1.5   Development milestones, payment



	

	Program
Kick-Off — [**] — USD [**] NRE



	

	Delivery
A Bench proto — [**] — USD [**] NRE



	–
	Intended
for preliminary vehicle integration on vehicle test bench



	–
	[**]
Units @ USD [**] ea.






	

	Delivery
B Func protos - [**] — USD [**] NRE



	–
	Intended
for in-vehicle integration, i.e. must be correct mechanical form and fit



	–
	Up
to [**] units @ USD [**] ea.






	

	Final
Payment of USD $[**] to be paid to Supplier after completion and delivery of successful production pilot. 




Meeting
timing milestones is of great importance. Major delays, greater than [**], that is caused solely by the Supplier and not deemed an excusable delay pursuant to
Section 19 of the Supply Agreement will release a credit of USD [**] per month of delays vs the NRE amount of USD [**] up to a
maximum credit of USD [**]. 


1.6   Key Supplier Deliverables and Responsibilities (including but not limited to):



	[**]
	. 






	

	Any
Supplier deliverables and responsibilities in addition to the above will be mutually agreed in writing. 



1.7   Key Think GLOBAL AS Deliverables and Responsibilities



	[**]
	. 




1.8   Jointly Manage Cost, Timing and Tooling


SUPPLIER to manage jointly with Think GLOBAL AS costs, timing and tooling to meet vehicle program goals and objectives. 


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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


1.9   Supplier QA System


Supplier
to comply with and maintain a documented QA system. Think GLOBAL AS has the right to assess Supplier's QA system. 



1.10 CAD/CAE


Supplier
to develop and maintain Computer Aided Design/Computer Aided Engineering models for parts and tool design. 


CAD/CAE
system must be Catia compliant. Cad is master. A123 will supply IGES files 


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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


 2    SUPPLIER RESPONSIBILITIES THROUGHOUT THE PROGRAM AND IN THE PRODUCTION  



2.1   Sourcing


Supplier
will be responsible for sub-supplier selection and management if not otherwise agreed with Think GLOBAL AS for specific components. 


Direct
sub-suppliers and monitor their progress toward program timing goals and technical quality requirements including APQP, FMEA and other relevant processes. 


2.2   Think GLOBAL AS Agreement to Changes


Think
GLOBAL AS's Supplier Change Enquiries (SCE) is an integral part of this document and shall be the reference document for all changes proposed both by Supplier and Think GLOBAL AS. Except as
otherwise expressly indicated, the change order process in Section 2(d) of the Supply Agreement shall apply to this Statement of Work. 


Supplier
shall obtain Think GLOBAL AS's prior written agreement on feasibility and cost of change enquiries affecting Supplies. 


Change
enquiries are required for all substantive design/part/process changes after initial release. 


Supplier
can only implement a change after receipt of relevant Think release document and corresponding Purchase Order. 



2.3   Product Concerns


Investigate
concerns, provide resolutions and implement corrective actions using the appropriate problem solving process. 


Investigate
and resolve jointly with Think GLOBAL AS in-plant manufacturing and process concerns including: 


Provide
on-site vehicle launch support at Think GLOBAL AS assembly plant in Aurskog Norway 


Liability
for failed fit and function shall be in accordance with the Supply Agreement. 


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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  



2.4   Modify Manufacturing


Modify
manufacturing and propose design modifications for continuous cost improvement. 


Acknowledged
and Agreed: 



			
	/s/ Jan Olaf Willums, CEO







	 	/s/ David Vieau, CEO








	THINK GLOBAL AS	 	Supplier





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 TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


3.     ATTACHED FORMS



					
	Form Name



 
	 	Applied

Supplier Category 	 
	 Tooling and Facility list
	 	 	1,2	 
	 Packaging Instruction
	 	 	1,2	 
	 Part Submission Warrant
	 	 	1,2	 
	 APQP Status Report
	 	 	1,2	 
	 Supplier Change Enquiry
	 	 	1,2,3	 





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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


4      DOCUMENT TRACKING CONTROL


Creation
date: 


Change
control: 



								
	Change



 
	 	Section 	 	Reason 	 
	 1.0—first draft
	 	 	 	 	 	 	 





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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


 5    DOCUMENT LIST (INCLUDING BUT NOT LIMITED TO ATTACHMENTS ABOVE)



											
	 
	 	Title 	 	Date

issued 	 	Revision 	 	Issued by 
	
	 	Blanket Purchase agreement	 	 	 	 	 	 	 	 Think
	
	 	Statement Of Work (SOW)	 	 	 	 	 	 	 	 Think
	
	 	System Development Timing Plan	 	 	 	 	 	 	 	 A123 Systems
	 Purchasing
	 	 Think Advanced Product Quality Planning (APQP) Guideline
	 	 	 	 	 	 	 	
 Think
	
	 	Think Production Part approval Process (PPAP) guideline	 	 	 	 	 	 	 	 Think
	
	 	Think Non Conformance guideline (NCR)	 	 	 	 	 	 	 	 Think
	
	 	Think Logistics guideline	 	 	 	 	 	 	 	 Think
	
	 	 System General Arrangement (GA) drawing
	 	 	 	 	 	 	 	
 Think
	
	 	Battery System Spec for A306	 	 	 	 	 	 	 	 Think
	
	 	 [**]
	 	 	 	 	 	 	 	
 [**]
	 Specifications
	 	 [**]
	 	 	 	 	 	 	 	
 [**]
	
	 	[**]	 	 	 	 	 	 	 	 [**]
	
	 	[**]	 	 	 	 	 	 	 	 [**]
	
	 	[**]	 	 	 	 	 	 	 	 [**]
	
	 	[**]	 	 	 	 	 	 	 	 [**]
	
	 	[**]	 	 	 	 	 	 	 	 [**]
	
	 	[**]	 	 	 	 	 	 	 	 [**]
	
	 	[**]	 	 	 	 	 	 	 	 [**]
	
	 	 Vehicle validation including battery systems in vehicle
	 	 	 	 	 	 	 	
 Think
	
	 	System Design and Process FMEAs	 	 	 	 	 	 	 	 A123 Systems
	 Quality
	 	 System DVP&R
	 	 	 	 	 	 	 	
 A123 Systems
	
	 	 System Life test plan and report
	 	 	 	 	 	 	 	
 A123 Systems





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TH!NK


CONFIDENTIAL
 MY 2007 A306 Energy System—STATEMENT OF WORK  


 6    BILL OF MATERIAL



								
	PART No.



 
	 	PART NAME 	 	Cost curr 	 
	 51X.XXXX.A
	 	 	 	 	 	 	 





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