----

----

----

----

| # of days before  | Allowable | Maximum    | Maximum    |
|-------------------|-----------|------------|------------|
| Shipment Date     | Quantity  | Reschedule | Reschedule |
| on Purchase Order | Increases | Quantity   | Period     |
| 0-14              | 0%        | 0%         | 0          |
| 15-30             | 10%       | 0%         | 0          |
| 31-60             | 20%       | 10%        | 30 days    |
| 61-90             | 30%       | 20%        | 30 days    |

----

----

----

----

----

----

----

| CLEARONE COMMUNICATIONS:                   | FLEXTRONICS INDUSTRIAL, LTD.:                        |
|--------------------------------------------|------------------------------------------------------|
|    By: /s/ Zeynep Hakimoglu |    By:  /s/ Manny Marimuthu |
| Printed Name:  Zeynep Hakimoglu  | Printed Name:  Manny Marimuthu             |
| Title:  President & CEO      | Title:  Director                           |

----

| "Affected Inventory Costs"            | shall mean: (i) 110% of the Cost of all affected Inventory and Special Inventory in Flextronics's possession and not returnable to the vendor or reasonably usable for other customers, whether in raw form or work in process, less the salvage value thereof, (ii) 105% of the Cost of all affected Inventory and Special Inventory on order and notcancelable, (iii) any vendor cancellation charges incurred with respect to the affected Inventory and Special Inventory accepted for cancellation or return by the vendor, (iv) the then current fees for any affected Product, and (v) expenses incurred by Flextronics related to labor and equipment specifically put in place to support the purchase orders and forecasts that are affected by such reschedule or cancellation (as applicable).                                                                                                  |
|---------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| "Approved Vendor List" or "AVL"       | shall mean the list of suppliers currently approved to provide the Materials specified in the bill of materials for a Product.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| "Confidential Information"            | shall mean (a) the existence and terms of this Agreement and all information concerning the unit number and fees for Products and Inventory/Special Inventory and (b) any other information that is marked "Confidential" or the like or, if delivered verbally, confirmed in writing to be "Confidential" within 30 days of the initial disclosure.Confidential Information does not include information that (i) the receiving party can prove it already knew at the time of receipt from the disclosing party; or (ii) has come into the public domain without breach of confidence by the receiving party; (iii) was received from a third party without restrictions on its use; (iv) the receiving party can prove it independently developed without use of or reference to the disclosing party's data or information; or (v) the disclosing party agrees in writing is freeof such restrictions.  |
| "Cost"                                | shall mean the cost represented on the bill of materials supporting the most current fees for Products at the time of cancellation, expiration or termination, as applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| "Customer Controlled Materials"       | shall mean those Materials provided by Customer or by suppliers with whom Customer has a commercial contractual or non-contractual relationship.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| "Customer Controlled Materials Terms" | shall mean the terms and conditions that Customer has negotiated with its suppliers for the purchase of Customer Controlled Materials.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| "Customer Indemnitees"                | shall have the meaning set forth in Section 9.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| "Damages"                             | shall have the meaning set forth in Section 9.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| "Disputes"                            | shall have the meaning set forth in Section 10.11 (a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| "Economic Order Inventory"            | shall mean Materials purchased in quantities, above the required amount for purchase orders, in order to achieve price targets for such Materials.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| "Environmental Regulations"           | shall mean any hazardous substance content laws and regulations including, without limitation, those related to the EU Directive 2002/95/EC about the Restriction of Use of Hazardous Substances (RoHS).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

----

| "Fee List"                        | shall have the meaning set forth in Section 3.4.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| "Flexibility Table"               | shall have the meaning set forth in Section 5.2.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| "Flextronics Indemnitee"          | shall have the meaning set forth in Section 9.2.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| "Force Majeure"                   | shall have the meaning set forth in Section 10.8.                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| "Inventory"                       | shall mean any Materials that are used to manufacture Products that are ordered pursuant to a purchase order from Customer.                                                                                                                                                                                                                                                                                                                                                               |
| "Lead Time(s)"                    | shall mean the Materials Procurement Lead Time plus the manufacturing cycle time required from the delivery of the Materials at Flextronics's facility to the completion of the manufacture, assembly and test processes.                                                                                                                                                                                                                                                                 |
| "Long Lead Time Materials"        | shall mean Materials with Lead Times exceeding the period covered by the accepted purchase orders for the Products.                                                                                                                                                                                                                                                                                                                                                                       |
| "Materials"                       | shall mean components, parts and subassemblies that comprise the Product and that appear on the bill of materials for the Product.                                                                                                                                                                                                                                                                                                                                                        |
| "Materials Procurement Lead Time" | shall mean with respect to any particular item of Materials, the longer of (a) lead time to obtain such Materials as recorded on Flextronics's MRP system or (b) the actual lead time, if a supplier has increased the lead time but Flextronics has not yet updated its MRP system.                                                                                                                                                                                                      |
| "Minimum Order Inventory"         | shall mean Materials purchased in excess of requirements for purchase orders because of minimum lot sizes available from the supplier.                                                                                                                                                                                                                                                                                                                                                    |
| "Monthly Charges"                 | shall mean a finance carrying charge of one and one-half of one percent (1.5%) and a storage and handling charge of one-half of one percent (0.5%), in each case of the Cost of the Inventory and/or Special Inventory and/or of the fees for the Product affected by the reschedule or cancellation (as applicable) per month until such Inventory and/orSpecial Inventory and/or Product is returned to the vendor, used to manufacture Product or is otherwise purchased by Customer.  |
| "Product"                         | shall have the meaning set forth in Section 2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| "Production Materials"            | shall mean Materials that are consumed in the production processes to manufacture Products including without limitation, solder, epoxy, cleaner solvent, labels, flux, and glue. Production Materials do not include any such production materials that have been specified by the Customer or any Customer Controlled Materials.                                                                                                                                                         |
| "Special Inventory"               | shall mean any Long Lead Time Materials and/or Minimum Order Inventory and/or Economic Order Inventory.                                                                                                                                                                                                                                                                                                                                                                                   |
| "Specifications"                  | shall have the meaning set forth in Section 2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| "Work"                            | shall have the meaning set forth in Section 2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

----

----

----