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CONFIDENTIAL
    
    1 of 29
 [*]
= Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.
  Frame Purchase Agreement
   Endwave Corporation
  Siemens Mobile Communications Spa
   
  Contract No: 5/90010
Effective Date: January 16, 2006
 FPA Endware
    
    [*][*]




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CONFIDENTIAL
    
    2 of 29-
 TABLE OF CONTENT:
 1
    
    
    Definitions
    
    
    42
    
    
    Scope of FPA
    
    
    63
    
    
    Business Relationship
    
    
    64
    
    
    Prices, Taxes and Currency
    
    
    74.1
    
    
    Prices
    
    
    74.2
    
    
    Taxes
    
    
    74.3
    
    
    Currency
    
    
    75
    
    
    Payment
    
    
    76
    
    
    PURCHASE ORDERS, Delivery and Cancellation
    
    
    86.1
    
    
    PURCHASE ORDERS
    
    
    86.2
    
    
    PURCHASE ORDER Acceptance
    
    
    96.3
    
    
    Cancellation
    
    
    96.4
    
    
    Delivery
    
    
    96.5
    
    
    Transfer of Risk and Title
    
    
    106.6
    
    
    Incoming Goods Inspection
    
    
    107
    
    
    PRODUCT Life Cycle Support
    
    
    107.1
    
    
    Commitment to Deliver, Maintain and Enhance
    
    
    107.2
    
    
    PRODUCT Changes
    
    
    107.3
    
    
    Components End of Life
    
    
    117.4
    
    
    SERVICE LEVEL AGREEMENT
    
    
    117.5
    
    
    PRODUCT DOCUMENTATION
    
    
    128
    
    
    Quality Assurance
    
    
    129
    
    
    Logistics
    
    
    1310
    
    
    SUPPLIER Rating and Improvement Program (Goal Agreement)
    
    
    1311
    
    
    Open Book Policy
    
    
    1311.1
    
    
    Disclosure of PRODUCT Data
    
    
    1311.2
    
    
    Cost Reduction
    
    
    1312
    
    
    Protection of PURCHASER ́s IPR and License Grant
    
    
    1312.1
    
    
    Exclusivity
    
    
    1312.2
    
    
    License Grant to SUPPLIER
    
    
    1413
    
    
    Software License Grant by SUPPLIER
    
    
    1514
    
    
    Confidential Information
    
    
    1515
    
    
    Term and Termination
    
    
    1715.1
    
    
    EFFECTIVE DATE
    
    
    1715.2
    
    
    Renewal
    
    
    1715.3
    
    
    Termination
    
    
    1715.4
    
    
    Effect of Termination
    
    
    1815.5
    
    
    Survival
    
    
    1816
    
    
    Liability
    
    
    1816.1
    
    
    Product Liability
    
    
    1816.2
    
    
    Late Delivery
    
    
    1916.3
    
    
    Infringement Indemnification
    
    
    2016.4
    
    
    Insurance
    
    
    2017
    
    
    Warranty
    
    
    2117.1
    
    
    General
    
    
    2117.2
    
    
    Warranty Period
    
    
    21
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    3 of 29-
 17.3
    
    
    Defects of PRODUCTS (Non-Conforming Units)
    
    
    2117.4
    
    
    Liability for Expenses
    
    
    2217.5
    
    
    Exchange of Information
    
    
    2217.6
    
    
    Other Rights
    
    
    2218
    
    
    General Provisions
    
    
    2318.1
    
    
    Notices
    
    
    2318.2
    
    
    Compliance with Laws
    
    
    2418.3
    
    
    Assignment
    
    
    2418.4
    
    
    Force Majeure
    
    
    2418.5
    
    
    Waiver
    
    
    2518.6
    
    
    Captions
    
    
    2518.7
    
    
    General Terms and Conditions
    
    
    2518.8
    
    
    Press Releases
    
    
    2518.9
    
    
    Export Control-, Customs Regulations
    
    
    2618.10
    
    
    Severability
    
    
    2718.11
    
    
    Governing Law
    
    
    2718.12
    
    
    Mediation
    
    
    2718.13
    
    
    Entire FPA
    
    
    2818.14
    
    
    PURCHASERs Divisions
    
    
    2818.15
    
    
    No Agency or Joint Venture
    
    
    2818.16
    
    
    Order of Precedence
    
    
    28
 LIST OF EXHIBITS:
 EXHIBIT A1
    
    PRODUCT AGREEMENT #1 (PA1)EXHIBIT A2
    
    PRODUCT AGREEMENT #2 (PA2)...EXHIBIT An
    
    PRODUCT AGREEMENT #n (PAn)EXHIBIT B
    
    LOGISTICS SERVICE AGREEMENT (LSA)EXHIBIT D
    
    QUALITY ASSURANCE AGREEMENT (QAA)EXHIBIT E
    
    Template: ADOPTION AGREEMENT (AA)
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    4 of 29-
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1 Definitions
  1.1
    
    AA or ADOPTION AGREEMENT means a separate bilateral agreement by which
ORDERING PARTIES and DESIGNATED SUBSIDIARIES participate in the terms
and conditions
of this FPA, including its EXHIBITS, and which is to be signed by the respective parties
concerned. A template of such AA is attached as EXHIBIT E.1.2
    
    CONFIDENTIAL INFORMATION shall have the meaning as described in Section 15.1.3
    
    CONTRACT MANUFACTURER means any subcontractor of
PURCHASER, listed in EXHIBIT B
(LSA), which is not a SUBSIDIARY of PURCHASER.1.4
    
    DELIVERY DATE means the date of delivery as indicated in the PURCHASE ORDER and/or as
derived from provisons of EXHIBIT B (LSA) or from the respective EXHIBIT Ax (PA).1.5
    
    DESIGNATED SUBSIDIARY means any SUBSIDIARY of SUPPLIER as listed in EXHIBIT B (LSA)
designated by SUPPLIER to accept and carry through PURCHASE ORDERS
for SUPPLIER.1.6
    
    DOCUMENTATION means all documentation of a PRODUCT as detailed in this FPA and required
by PURCHASER to use such PRODUCT in accordance with this FPA. DOCUMENTATION shall include all future updates.1.7
    
    EDI means Electronic Data Interchange as specified in EXHIBIT B (LSA
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
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 1.8
    
    EFFECTIVE DATE shall mean the date first mentioned above.1.9
    
    EPIDEMIC FAILURE means the occurrence of complained or returned units caused by
identical mistakes, as more specifically defined in EXHIBIT C (QAA).1.10
    
    FORCE MAJEURE EVENT shall have the meaning as described in Section 19.4 below.1.11
    
    FPA means this Frame Purchase Agreement, including any EXHIBITS and ANNEXES, which are
incorporated by reference.1.12
    
    FRAME ORDER means a pro forma purchase order placed per part and fiscal year or PRODUCT
life cycle. The sole purpose of such FRAME ORDER is to serve as a document for the electronic
order processing used by PURCHASER. It is not legally binding and does not represent a
volume/price commitment.1.13
    
    INDIVIDUAL AGREEMENT means any PRODUCT AGREEMENT, confirmed PURCHASE ORDER or FRAME ORDER,
as part of or with reference to this FPA.1.14
    
    LSA or LOGISTICS SERVICE AGREEMENT means the logistics service agreement as specified in
EXHIBIT B1.15
    
    ORDERING PARTY means PURCHASER or any of
PURCHASERs worldwide SUBSIDIARIES
or CONTRACT MANUFACTURERS listed in EXHIBIT B (LSA). PURCHASER may at its option change
EXHIBIT B (LSA) with prior written notice to SUPPLIER.1.16
    
    PA or PRODUCT AGREEMENT means the product agreement(s) as specified in
EXHIBIT(S) A(x).1.17
    
    PRODUCT(S) means the commodity or commodities as specified in EXHIBIT A (PA). For the
avoidance of doubt, PRODUCT(S) shall include hardware, firmware and software of the
respective PRODUCT(S), as far as applicable.1.18
    
    PURCHASE ORDER means the document or a written process defined in EXHIBIT B (LSA) or in an
INDIVIDUAL AGREEMENT used by an ORDERING PARTY to acquire PRODUCTS under this FPA.1.19
    
    QAA or QUALITY ASSURANCE AGREEMENT means the quality assurance agreement as specified in
EXHIBIT D.1.20
    
    SLA or SERVICE LEVEL AGREEMENT means the service level agreement as specified in EXHIBIT
C.1.21
    
    SOFTWARE means the software and/or firmware in machine readable format and, if and to the
extent agreed, the source code, which run on the PRODUCT.
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
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 1.22
    
    SUBSIDIARY means any company which any PARTY directly or indirectly owns or controls or
which is directly or indirectly owned or controlled by a SUBSIDIARY of any PARTY. Ownership or
control shall exist through the direct or indirect ownership of more than fifty per cent (50%)
of the nominal value of the issued equity share capital or more than fifty per cent (50%) of
the shares giving entitlement to vote at the election of directors or persons performing
similar functions, or the right by any other means to elect or appoint directors or persons
performing similar functions.2
    
    Scope of FPA2.1
    
    SUPPLIER shall supply to ORDERING PARTY the PRODUCTS as specified in the relevant EXHIBIT Ax
(PA), and provide services in accordance with the terms and conditions of this FPA.2.2
    
    This FPA does not constitute and shall not be interpreted as any obligation to purchase any
PRODUCT(S). Any such obligation shall only result from PURCHASE ORDERS issued by an ORDERING
PARTY and duly accepted by SUPPLIER or a DESIGNATED SUBSIDIARY.2.3
    
    SUPPLIER assures PURCHASER
 (i)
    
    of the allocation of the forecasted quantities of PRODUCTS up to the agreed
maximum bandwidth, as defined in   EXHIBIT B (LSA), and(ii)
    
    of the validity of the prices as defined in the relevant EXHIBIT Ax (PA), as the
maximum price which may be   renegotiated on a regular basis according to the respective
market situation.
 3
    
    Business Relationship
  (i)
    
    subject to Section (ii) below, such breach shall only be in respect of the parties to such
PURCHASE ORDER/FRAME ORDER and shall not be considered as a breach by one PARTY towards
the other PARTY. All contractual rights and remedies under this FPA and/or the
respective PURCHASE ORDER/FRAME ORDER can only be exercised between the parties of the
respective PURCHASE ORDER/FRAME ORDER.
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    7 of 29-
 
 (ii)
    
    if a breach referred to in Section 3 (i) above materially and adversely affects the overall
cooperation between the PARTIES, the matter may be referred to the senior management
level of each PARTY for consideration. If the senior managers cannot agree upon a remedial
course of action to the reasonable satisfaction of the SUPPLIER or PURCHASER within [*]days
of their first convening for this purpose, the impaired PARTY shall be entitled to terminate
this FPA and the foregoing Section 3 (i) shall not apply.4
    
    Prices, Taxes and Currency4.1
    
    PricesUnless otherwise agreed in writing by PURCHASER and SUPPLIER, ORDERING PARTY shall
purchase PRODUCTS from SUPPLIER and SUPPLIER shall grant licenses in accordance with the
provisions of the FPA at the prices shown in the relevant EXHIBIT A (PA). SUPPLIER agrees and
understands that the prices are determined by the cumulative purchase quantities of all
ORDERING PARTIES hereunder4.2
    
    TaxesThe prices as listed in the relevant EXHIBIT A (PA) are net prices, i.e. all taxes, duties
and similar charges imposed shall be borne by SUPPLIER, except VAT (Value Added Tax) or
sales tax and shipping charges, which shall be calculated on [*]per Incoterms 2000. If VAT
or sales tax is applicable, SUPPLIER shall bill such VAT or sales tax as a separate line item
on the invoice. Where supplies are tax exempt, SUPPLIER shall not charge any VAT or sales
tax. If necessary, ORDERING PARTY shall furnish a valid tax exemption
certificate in order
to enable SUPPLIER to make use of the tax exemption.4.3
    
    CurrencyThe currency under this FPA is the US dollar., unless otherwise stated in the relevant
EXHIBIT A (PA).5
    
    PaymentPrices for PRODUCTS will be invoiced to ORDERING PARTY or credited to SUPPLIER in line with
the respective EXHIBIT Ax (PA) and EXHIBIT B (LSA).
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    8 of 29-
 
 Payments or credits shall be due no later than [*]days end of current month from the date of invoice. If the delay in receipt of
proper payment by SUPPLYING PARTY will be more than [*]then SUPPLIER shall have the right
to withhold future shipments.If an invoice or credit note is disputed, ORDERING PARTY shall pay or credit the amount not
in dispute. ORDERING PARTY shall not be obliged to pay or credit the amount in dispute
until the dispute is resolved. No late payment charges shall be applied with regard to the
disputed portion of the payment/credit.6
    
    PURCHASE ORDERS, Delivery and Cancellation6.1
    
    PURCHASE ORDERSORDERING PARTY shall order PRODUCTS in writing or by telefax or electronic mail (e-mail) or
by Electronic Data Interchange (EDI), i2-based order management (if agreed upon), or if both
PARTIES agreed to vendor managed inventory, call-off via consumption data as defined in
EXHIBIT B (LSA). If not otherwise agreed and defined in this FPA, the PURCHASE ORDER shall
include the following:
 
    
    Date of issuance
    
    PURCHASE ORDER number
    
    SUPPLIER part number and/or SIEMENS part number
    
    Quantity
    
    Price
    
    DELIVERY DATES
    
    Shipping instructions and destination
    
    Reference to this FPA
    
    Invoice address
    
    Contact person on ORDERING PARTY`s side
 In case a vendor managed inventory regime is agreed in EXHIBIT B (LSA), a special
PURCHASE ORDER is not needed, however, a FRAME ORDER shall be placed for electronic
order-processing purposes. The agreed stock level
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



CONFIDENTIAL
    
    9 of 29-
 
 with an additional call-off via consumption
data shall be deemed a PURCHASE ORDER with all related consequences thereof.6.2
    
    PURCHASE ORDER AcceptanceAll PURCHASE ORDERS are subject to acceptance. SUPPLIER shall itself accept, as well as cause
any of its DESIGNATED SUBSIDIARIES to accept, any PURCHASE ORDER which is in conformity with
this FPA, and to fully comply with any and all terms and conditions set out in this FPA, as
if such DESIGNATED SUBSIDIARY were a PARTY to this FPA and as if any
obligations were direct obligations of such DESIGNATED SUBSIDIARY. PURCHASE ORDER acceptance
may only be withheld due to reasons of non-conformity with this FPA, or due to a FORCE
MAJEURE EVENT. Each PURCHASE ORDER shall be deemed to be accepted unless notice of
non-acceptance is communicated to ORDERING PARTY in writing or electronically via email
within [*]calendar days after receipt of the PURCHASE ORDER. Notwithstanding the foregoing,
in case of non-acceptance, ORDERING PARTY and SUPPLIER shall promptly discuss the further
procedure.6.3
    
    CancellationORDERING PARTY shall have the right to
 (i)
    
    postpone any PURCHASE ORDER up to 90 days without charge to ORDERING PARTY, or(ii)
    
    cancel any PURCHASE ORDER, wholly or partially, but SUPPLIER and ORDERING PARTY
shall mutually agree on   the cancellation charges for long lead time parts as indicated
in LSA .
 6.4
    
    Delivery6.4.1
    
    The DELIVERY DATE shall indicate the date the PRODUCTS are to be received at the place of
destination named by ORDERING PARTY.6.4.2
    
    If a vendor managed inventory regime is agreed for a PRODUCT in EXHIBIT B (LSA), delivery
terms for such PRODUCT shall be [*].6.4.3
    
    Packing details shall be defined in the respective EXHIBIT Ax (PA).
Generally, packing of PRODUCTS for transport (including overseas shipment) and storage shall
be made by SUPPLIER in such a manner as to protect PRODUCTS from damage. Such packing
shall be included in the agreed prices and shall
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    10 of 29-
 
 comply with all applicable laws and regulations. If special packing is required for storage or extreme conditions, such
requirements shall be advised to SUPPLIER with the PURCHASE ORDER and may be priced
separately. The dimensions of packing shall be fundamentally suited to its contents in order to avoid
unused freight space.6.5
    
    Transfer of Risk and TitleRisk of loss, damage or destruction of PRODUCTS shall pass to ORDERING PARTY according to the
Incoterms as stated in Section 6.4 above.
Title to PRODUCTS, except SOFTWARE provided pursuant to the licensing provisions of this FPA,
shall pass to ORDERING PARTY simultaneously with transfer of risk.6.6
    
    Incoming Goods InspectionORDERING PARTY may, at its discretion, perform an incoming goods inspection. However, the
absence of any incoming goods inspection shall in no way affect or limit ORDERING PARTIES
rights under this FPA.7
    
    PRODUCT Life Cycle SupportBoth PARTIES agree that high quality, reliability, and supply-chain excellence can only be
achieved through fostering cooperation and close collaboration at all process levels in the
spirit of partnership and open-book relationship.7.1
    
    Commitment to Deliver, Maintain and EnhanceSUPPLIER undertakes to maintain the capability to manufacture and supply each PRODUCT over a
period of at least seven (7) years following the effective date of the respective EXHIBIT Ax
(PA) according to the terms stipulated therein and to deliver each PRODUCT to ORDERING
PARTIES at then agreed prices.7.2
    
    PRODUCT ChangesPRODUCTS shall be fully compliant with the specifications in the relevant EXHIBIT Ax (PA) and
with the requirements defined in EXHIBIT D (QAA).If SUPPLIER intends to make changes to a PRODUCT which may affect form, fit, function,
safety, reliability, performance, maintainability or any type-approval issue, SUPPLIER shall
notify PURCHASER. Thereupon, the PARTIES shall in good faith
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



CONFIDENTIAL
    
    11 of 29-
 
 discuss the consequences of such changes. Notwithstanding the aforesaid, SUPPLIER is only allowed to make such changes of the
PRODUCT specifications after a written approval of PURCHASER.If PURCHASER requests a technical change in writing to a PRODUCT, SUPPLIER shall implement
such change following reconciliation between the PARTIES. Upon mutual agreement between the
Parties, any changes requested by the PURCHASER will require PURCHASER to pay all costs
related to implementing such changes, including tooling and associated fixturing.
Furthermore, any work in process (WIP) or finished good inventory (FGI) that has been
effectively obsoleted as a result of such change by PURCHASER shall be the sole
responsibility of the PURCHASER.In case any such change to a PRODUCT does affect one or more specifications of the relevant
EXHIBIT Ax (PA), such specifications need to be updated by the originating PARTY prior to
performing changes to the PRODUCT itself. Further, all changes in respect of the PRODUCT must
be proven by sufficiently complete DOCUMENTATION commensurate with the nature of the change
(e.g. by a block or circuit diagram, calculation of performance relevant parameters, field change bulletin
relating to engineering, manufacturing or retrofitting).In no event shall the delivery of a changed PRODUCT be made by SUPPLIER prior to
PURCHASERs and SUPPLIERs written consent to such changes. Such acceptance shall result from
PURCHASERs compliance and type approval testing of corresponding prototypes, as well as from
review of all DOCUMENTATION related hereto.7.3
    
    Components End of LifeSUPPLIER agrees to notify PURCHASER in writing [*]months in advance of the end of life of
components incorporated in a PRODUCT, or to the best of SUPPLIERs ability to notify. This
notification shall include clarification of technical alternatives to such components, as
well as PRODUCT availability.7.4
    
    SERVICE LEVEL AGREEMENTSUPPLIER shall undertake to support and maintain each PRODUCT over a time period of [*]
years, following the date of delivery of the PRODUCT last delivered. For such time period the
regulations of Section 7.2 shall apply. The Parties shall
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    12 of 29-
 
 mutually agree to the scope of Maintenance and support for this time period in a separate agreement.7.5
    
    PRODUCT DOCUMENTATIONFor BTP manufacturing of PURCHASERs design, and at PURCHASERs request, SUPPLIER shall make
available, free of charge, in the English language, all DOCUMENTATION which will enable
PURCHASER to produce its own set of documentation. Such DOCUMENTATION shall comprise of one
 (1)
    
    set of electronic files of at least the following documents:(i)
    
    [*](ii)
    
    [*](iii)
    
    [*](iv)
    
    [*](v)
    
    [*](vi)
    
    [*](vii)
    
    [*]
 All DOCUMENTATION requested by PURCHASER shall comply both in form and in content with the
latest technical standards of the PRODUCT in question and shall be updated
accordingly in the event of changes.PURCHASER shall be entitled to pass on to its customers all DOCUMENTATION received within the
scope of this FPA, as well as to use, to modify or adapt, to translate, to copy and to supply
such DOCUMENTATION.8
    
    Quality AssuranceGeneral Global Quality Objectives:
 (i)
    
    EXHIBIT D (QAA) shall be valid for world-wide material sourcing of PURCHASER.(ii)
    
    The quality of PRODUCTS delivered to each ORDERING PARTY shall be guaranteed by
SUPPLIER.(iii)
    
    Total Quality Management and continuous quality improvement shall be an
essential element of the fundamental rules of SUPPLIER.
 All further details are specified in EXHIBIT D (QAA).
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    13 of 29-
 
 9
    
    LogisticsBoth PARTIES agree that high quality, reliability, and supply-chain excellence can only be
achieved through fostering cooperation and close collaboration at all process levels in the
spirit of partnership and open-book relationship.
EXHIBIT B (LSA) sets out the regulations for such a partnership between PURCHASER and
SUPPLIER. It defines the steps needed to streamline and optimize planning and logistics.10
    
    SUPPLIER Rating and Improvement Program (Goal Agreement)Not applicable11
    
    Open Book Policy11.1
    
    Disclosure of PRODUCT DataSUPPLIER shall provide, upon PURCHASERs request, the following data for each individual
PRODUCT under this FPA:
 (i)
    
    [*](ii)
    
    [*](iii)
    
    [*](iv)
    
    [*]
 11.2
    
    Cost ReductionSavings from cost reduction activities by the Parties with respect to any products shall be
mutually negotiated and shared by the PARTIES.12
    
    Protection of PURCHASER  ́s IPR and License Grant
  12.1
    
    Exclusivity
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



CONFIDENTIAL
    
    14 of 29-
 
 SUPPLIER, within the limitations contained in, and in accordance with, the terms of this FPA,
agrees to manufacture PRODUCTS exclusively for sale and delivery to ORDERING PARTIES. Subject
to the terms of this FPA, SUPPLIER specifically agrees and warrants not to sell to any third
party PRODUCTS.12.2
    
    License Grant to SUPPLIERSUPPLIER is aware and acknowledges that the technical specifications provided by or on behalf
of PURCHASER contain patented and non patented Intellectual property rights (IPRs) of
PURCHASER and its licensors and that manufacturing of PRODUCTS
according to such technical specifications is only possible by making use of
such IPR.Subject to the terms and conditions of this FPA, PURCHASER grants to SUPPLIER a
non-exclusive, non-transferable, royalty-free license, without the right to sublicense, in
such IPRs only for the purpose of manufacturing PRODUCTS for ORDERING PARTIES. All other
rights not expressly granted in this FPA are reserved. SUPPLIER shall not use or employ such
IPRs on any other product for any other purchaser except those products sold to ORDERING
PARTIES and/or third party beneficiaries as approved in advance by PURCHASER in writing.SUPPLIER agrees and acknowledges that violation of this Section 12 is a material breach of
this FPA.PURCHASER and its licensors shall retain full title to the IPRs and all copies thereof, and
SUPPLIER and its DESIGNATED SUBSIDIARIES may use the IPRs in accordance with this limited
license grant as contained in this Section 12. Without the prior written consent of
PURCHASER, SUPPLIER shall not make available to any third party IPRs that PURCHASER may, in
its sole discretion, deliver to SUPPLIER. SUPPLIER agrees that it will not modify,
decompile, reverse engineer, or otherwise use the IPRs without the express prior written
consent of PURCHASER.PURCHASER is also aware and acknowledges that the products provided by SUPPLIER contain
patented and non patented Intellectual property rights (IPRs) of SUPPLIER and its licensors
and that manufacturing of PRODUCTS according to such technical specifications is only
possible by making use of such IPR. Subject
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    15 of 29-
 
 to the terms and conditions of this FPA, SUPPLIER grants to PURCHASER a non-exclusive, non-transferable,non-revocable, royalty-free
license, without the right to sublicense, in such IPRs only for the purpose of utilizing such
PRODUCTS in systems provide by the ORDERING PARTIES. All other rights not expressly granted
in this FPA are reserved. PURCHASER shall not use or employ such IPRs or share these
SUPPLIER IPRs with OTHER SUPPLIERS. PURCHASER
agrees and acknowledges that violation of this Section 12 is a material breach of this FPA.In the event Purchaser desires to transfer IPR rights to an outsorced Contract and enable
third party use of SUPPLIERs IPR, SUPPLIER shall have advance consent rights, which shall
however not be unreasonably withheld, and shall be intitled to negotiate differing supply
terms with the proposed third party transferee .13
    
    Software License Grant by SUPPLIERSUPPLIER/DESIGNATED SUBSIDIARY hereby grants to ORDERING PARTY a non-exclusive,
non-transferable license, to copy and use the SOFTWARE for development, manufacturing,
installation, commissioning, testing purposes (also by SUBSIDIARIES, CONTRACT
MANUFACTURERS or subcontractors) and to distribute copies of the
SOFTWARE as a component
of a PRODUCT in object code form.Sale of a PRODUCT (and licensing of each copy of the SOFTWARE
component of a PRODUCT)
by ORDERING PARTY will carry with it an implied license under the SOFTWARE [*]in a PRODUCT.All right, title and interest in and to the SOFTWARE portions of the PRODUCTS remain in
SUPPLIER and its licensors. No title to or ownership of such SOFTWARE, or any modified part
thereof, is transferred to PURCHASER or any ORDERING PARTY under this FPA.14
    
    Confidential InformationEach PARTY agrees that all business and technical information received from the other PARTY
in connection with this FPA and which this other PARTY expressly states to be confidential or
the confidential nature of which can be assumed on the
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    16 of 29-
 
 basis of the circumstances (CONFIDENTIAL INFORMATION), will be maintained by the receiving PARTY in confidence and not
disclosed to any third party, provided, however, that such receiving PARTY may use such
CONFIDENTIAL INFORMATION for the purposes of this FPA or its EXHIBITS and
may disclose such CONFIDENTIAL INFORMATION to its officers, and those of its employees and
others under its control to whom disclosure is required for the purposes of this FPA, all of
whom, if not already done, will be bound in writing to undertake such PARTYs obligations
hereunder.The receiving PARTY additionally agrees to take all reasonable precautions to safeguard the
confidential nature of the disclosing PARTYs CONFIDENTIAL INFORMATION, provided
however, that such receiving PARTYs normal procedures for protecting its own confidential
information shall be deemed reasonable precautions, so long as such normal procedures amount
to no less than a commercially reasonable degree of care.The receiving PARTY shall not be liable for disclosure and/or any use of such CONFIDENTIAL
INFORMATION insofar as such CONFIDENTIAL INFORMATION
 
    
    is in, or becomes part of, the public domain other than through a breach of this FPA
by such PARTY; or
    
    is already known to the receiving PARTY at or before the time it receives the same
from the disclosing PARTY or is disclosed to the receiving PARTY by a third party as a
matter of right; or
    
    is independently developed by the receiving PARTY without the benefit of such
information received from the disclosing PARTY; or
    
    is disclosed and/or used by the receiving PARTY with the prior written consent of the
disclosing PARTY; or
    
    is required to be disclosed by law or by any judicial order or decree, provided that,
so far as possible the receiving PARTY shall consult with the disclosing PARTY prior to
such disclosure and take such steps as the disclosing PARTY may reasonably require to
eliminate or reduce the scope of such requirement or to improve the conditions upon
which such disclosure is to be made.
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



CONFIDENTIAL
    
    17 of 29-
 
 Notwithstanding the above, the receiving PARTY has the right to disclose the disclosing
PARTYs CONFIDENTIAL INFORMATION received under this FPA to
 
    
    ORDERING PARTIES, including CONTRACT MANUFACTURERS, and DESIGNATED
SUBSIDIARIES; or
    
    its licensees and sublicensees insofar as it has the right to license or sublicense
same as set forth in this FPA and provided that the receiving PARTY requires such
licensee or sublicensee to undertake in writing secrecy and non-use obligations which
are at least as stringent as the ones set forth in this Section; or
    
    its subcontractors insofar as it has the right to appoint the same as set forth in
this FPA and provided that the receiving PARTY requires such subcontractor to undertake
in writing secrecy and non-use obligations which are at least as stringent as the ones
set forth in this Section; or
    
    its end customers insofar and to the extent and subject to such conditions (if any)
as is customary in this industry.
 15
    
    Term and Termination15.1
    
    EFFECTIVE DATEThis FPA shall commence on the EFFECTIVE DATE and shall apply
to all PURCHASE ORDERS
and FRAME ORDERS issued during the term of this FPA.15.2
    
    RenewalThis FPA shall expire three (3) years after the EFFECTIVE DATE. At the end of the fixed term,
this FPA shall extend automatically for further one (1) year periods without prior written
notice, unless nine (9) months prior to the end of the fixed term or any further one year
period, one PARTY notifies the other PARTY in writing that the FPA shall not be automatically
extended.15.3
    
    Termination15.3.1
    
    This FPA and any INDIVIDUAL AGREEMENT may be terminated at any time prior to
expiration by mutual consent of the PARTIES.15.3.2.
    
    This FPA and any INDIVIDUAL AGREEMENT may be terminated immediately
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




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CONFIDENTIAL
    
    18 of 29-
 
 at any time by any PARTY in the event that the other PARTY becomes the subject of any
bankruptcy, insolvency or similar proceedings or is declared bankrupt or insolvent or
otherwise cannot fulfill its financial obligations.15.3.3
    
    Either PARTY may terminate this FPA and/or any INDIVIDUAL AGREEMENT for material breach
subject to a prior written notice to the other PARTY. Such notice shall specify the breach
complained of and allow the alleged defaulting PARTY to cure such default within [*]calendar
days. Failure to effect a cure within this [*]calendar days notice period shall give the
non-defaulting PARTY the right to immediately terminate this FPA and/or the respective
INDIVIDUAL AGREEMENT.15.3.4
    
    This FPA and/or any INDIVIDUAL AGREEMENT may be terminated at any time by PURCHASER by
giving notice to SUPPLIER or its respective SUBSIDIARIES, if the SUPPLIER and/or its
respective SUBSIDIARIES come under direct or indirect control or direction or determinative
influence of any other entity competing with PURCHASER;15.3.5
    
    This FPA may be terminated by PURCHASER if within a reasonable timeframe no mutual agreement
can be achieved regarding one or more of the following EXHIBITS:
 
    
    LSA
    
    QAA
 15.3.6
    
    Any termination shall be made in writing according to Section below.15.4
    
    Effect of TerminationNotwithstanding any termination or expiry, this FPA shall remain in effect as to any
outstanding PURCHASE ORDERS accepted by SUPPLIER or any other obligations accrued prior to
the time of termination or expiry.15.5
    
    SurvivalAll provisions and obligations which shall survive by their nature shall remain applicable
and in full force after termination or expiry of this FPA.16
    
    Liability16.1
    
    Product Liability
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



CONFIDENTIAL
    
    19 of 29-
 
 Subject to the limitation of liability in the insurance clause herein, in the event a proven
defective product wholly the responsibility of SUPPLIER causes death or bodily injuries, to
third parties, SUPPLIER shall at its own expenses indemnify and hold harmelss Purchaser and
Ordering parties as provided by law. If a claim is made, Purchaser shall promptly notify
SUPPLIER in writing within [*]days and shall thereafter permit SUPPLIER to control the
litigation defense . Failure to promptly notify shall void this indemnity if it compromises
the defense.16.2
    
    Late DeliveryTime shall be of the essence in relation to all delivery deadlines. If SUPPLIER fails to meet
a DELIVERY DATE, ORDERING PARTY may, claim liquidated damages in the amount of [*]of the
value of the affected PURCHASE ORDER for each calendar week of delay, computed from the
DELIVERY DATE plus [*]days grace period, up to an aggregated payment per individual PURCHASE
ORDER of [*]of the value of the affected undelivered PURCHASE ORDER items. In addition,
SUPPLIER shall use the fastest way of transportation (i. e. express courier service or the
like) for the delayed delivery. Such transportation shall be arranged by and the cost shall
be borne by SUPPLIER16.2.2
    
    Cancellation due to Late DeliveryAfter [*]calendar days of delay, unless the delay is a result of changes/modifications
imposed by the PURCHASER, the ORDERING PARTY may cancel the affected PURCHASE ORDER
without setting a time limit or grace period. Upon request of ORDERING PARTY or PURCHASER
such quantities will be deducted from the forecasted and/or fixed volume of PRODUCTS.16.2.3
    
    Compensation of Damages due to Late DeliveryIn case of cancellation as set out in Section 16.2.2, ORDERING PARTY shall be entitled to
receive, at SUPPLIERs election, either :
 (i)
    
    the difference in price between the PRODUCT to be delivered and an acceptable
alternative product of another source, including freight,
packing and insurance; or(ii)
    
    the design and manufacturing documentation package from the escrow established at
SUPPLIER expense Escrow DOCUMENTATION shall be in
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    20 of 29-
 English, in electronic format and such that competent second source manufacturer can successfully manufacture the
products.
 16.3
    
    Infringement IndemnificationSUPPLIER, at its own expense, shall indemnify and hold harmless PURCHASER and
ORDERING PARTIES against any direct or indirect loss or damages sustained by
PURCHASER or any ORDERING PARTY as a result of a claim or action brought by any third party
for infringement of any intellectual property rights (patent right, copyright, mask work
right, trademark, trade secret or other intellectual property right of any third party) by
reason of the possession, manufacture, use, offer, import, export, or sale of the PRODUCT,
provided that PURCHASER/ORDERING PARTY
 
    
    gives SUPPLIER, without undue delay, written notice of such claim;
    
    permits SUPPLIER to defend or settle the claim; and
    
    provides SUPPLIER with assistance, information and authority necessary to defend or
settle the claim (SUPPLIER shall reimburse PURCHASER and/or ORDERING PARTY for
reasonable expenses incurred in providing such assistance and information).
 In the event that an adverse judgement or injunction is rendered or in the opinion of
SUPPLIER is likely to be rendered, SUPPLIER shall in addition to the aforesaid, at its
option,
 
    
    procure for ORDERING PARTY the right to continue to use the PRODUCTS; or
    
    modify the PRODUCTS so they become non-infringing; or
    
    provide replacements that perform the same functions as the PRODUCTS; or
    
    [*].
 PURCHASERs rights under this Section 16.3 are in addition to, and not in lieu of,
any other rights PURCHASER or ORDERING PARTY may have under this FPA, including any EXHIBIT,
as well as any INDIVIDUAL AGREEMENT and/or at applicable law.16.4
    
    InsuranceSUPPLIER shall, for the lifetime of the PRODUCTS, secure and maintain a third
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    21 of 29-
 
 party liability insurance, including product liability insurance, providing coverage for product
liability exposure for a maximum amount of [*]USD cumulative across all products ,
including negligence and strict liability, to third parties resulting from defective PRODUCTS
(such as design-, manufacture) supplied by SUPPLIER to ORDERING PARTY. On request of
PURCHASER, SUPPLIER shall provide a copy of the insurance policy.17
    
    Warranty17.1
    
    GeneralSUPPLIER represents and warrants that the PRODUCTS shall be in conformance with the agreed
specifications, as described in the relevant EXHIBIT Ax, (PA) and with EXHIBIT D (QAA).
SUPPLIER further represents and warrants that the PRODUCTS are state of the art, newly
manufactured solely from new parts and are free from defects in design, material and
workmanship.If SUPPLIER has doubts regarding the correctness of the specifications and/or the quality
requirements as defined in EXHIBIT C (QAA) for the PRODUCT, it shall inform PURCHASER
immediately in writing of the reservations.17.2
    
    Warranty PeriodDue to the special requirements in the telecommunication industry the warranty period shall
run for [*]months from the receipt date of the PRODUCTS at the place of destination17.3
    
    Defects of PRODUCTS (Non-Conforming Units)If PRODUCTS fail to conform with the defined specifications or the warranties, at option of
ORDERING PARTY and at no cost to ORDERING PARTY
 (i)
    
    ORDERING PARTY may return non-conforming units to SUPPLIER and SUPPLIER shall at
ORDERING PARTYs option repair or replace such non-conforming units or(ii)
    
    ORDERING PARTY may replace the non-conforming units with PRODUCTS in stock and
SUPPLIER shall promptly replenish such stock; or(iii)
    
    ORDERING PARTY may return the non-conforming units to SUPPLIER either for credit
or, upon ORDERING PARTYs request, for a prompt refund of the purchase price ; or
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    22 of 29-
 
 (iv)
    
    ORDERING PARTY may claim prompt replacement of the complete delivery lot if the
Failure Rate of Delivery Lot exceeds more than the agreed maximum stated in EXHIBIT C
(QAA); or(v)
    
    ORDERING PARTY may, if PARTYs agree that an epidemic failure is occurred, return
all units of the PRODUCT affected by such EPIDEMIC FAILURE, whether non-conforming or
not, to SUPPLIER either for credit or, upon ORDERING PARTYs request, for a prompt
refund of the purchase price.
 In addition, ORDERING PARTY may itself repair PRODUCTS [*]. Generally, such repair shall be
carried out by ORDERING PARTY/[*]only to avoid or reduce further damages or disadvantages
for ORDERING PARTY, its customers or to avoid or reduce any obligation on the part of
SUPPLIER to provide compensation. In such cases, PURCHASER agrees that having a third party
modify PRODUCTS originally manufactured by the SUPPLIER shall immediately make the warranty
in Section 17 null and void.17.4
    
    Liability for ExpensesIf ORDERING PARTY, due to defective PRODUCTS, incurs damages and expenses including costs
for notification, compensation, stoppages in production, installation and removal work,
defect tracing, tests, transport, business trips, recalls, labor, destruction and/or
improvement of inventory, SUPPLIER shall reimburse ORDERING PARTY subject to
limitation of liability or the the value of the affected PURCHASE ORDERS, whichever shall be
lower .17.5
    
    Exchange of InformationThe PARTIES undertake to exchange immediately any information concerning possible damage
risks and any cases of damage that have already occurred. They undertake to work together
cooperatively in measures taken to avert risks to ensure that these measures are carried out
smoothly.17.6
    
    Other RightsPURCHASERS rights under this Section 17 shall not prejudice any other rights PURCHASER or
ORDERING PARTY may have under this FPA including any EXHIBITS, as well as INDIVIDUAL
AGREEMENTS and/or applicable law.
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    23 of 29
 
 18
    
    General ProvisionsThe following general provisions shall apply to this FPA, including its EXHIBITS, as well as
any INDIVIDUAL AGREEMENT hereunder:18.1
    
    NoticesAll notices or other communications required or permitted hereunder with regard to the
existence, interpretation, validity, termination etc. of this FPA to either PARTY shall be
deemed to have been duly given if in writing and delivered personally or mailed first class,
registered or certified mail, postage prepaid, to the PARTYs addresses below:
 if to SUPPLIER:
 [*] Endwave Corporation
[*] Headquarters   [*] 776 Palomar Avenue
[*] Sunnyvale, California 94085
[*] USA
 Endwave Corporation
[*] Northeast Operation
[*]   [*] 1 Technology Drive, Suite 310
[*] Andover, Massachusetts 01810
[*] USA
 [*]
[*] Milan Office
[*]   [*] [*]
[*] [*]
[*] Italia
 if to Siemens:
 
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    24 of 29-
 
 The PARTIES hereby agree that with regard to this Section 19.1 in case of a change in
legislation, in writing shall only mean first class, registered or certified mail, postage
prepaid, unless otherwise explicitly agreed upon by the PARTIES.18.2
    
    Compliance with LawsSUPPLIER represents and warrants that the PRODUCTS conform to the relevant legal
provisions and the regulations and guidelines of authorities. If, in individual, cases
deviations from these regulations become necessary, SUPPLIER must obtain written permission
from PURCHASER. In such case, SUPPLIERs warranties shall apply to the changed requirements.18.3
    
    AssignmentNeither PARTY shall assign its rights or delegate its duties hereunder without the
prior written consent of the other PARTY, except to a third party pursuant to a merger, sale
of all or substantially all assets, or other corporate reorganization (however, save
to Section 16.3.4). Any attempted assignment or delegation not permitted hereunder shall be
void and of no effect.18.4
    
    Force MajeureA PARTY shall not be in a material breach of any obligation under this FPA to the extent that
its performance is prevented by a FORCE MAJEURE EVENT. If a PARTY claims that a FORCE MAJEURE
EVENT has occurred affecting its performance, it shall promptly notify the other PARTY in
writing.For the purpose of this FPA, FORCE MAJEURE EVENT shall be deemed to be any cause
affecting the performance of this FPA arising from or attributable to acts, events, omissions
or accidents beyond the reasonable control of the PARTY to perform and without limiting the
generality thereof shall include the following:
 
    
    strikes, lock-outs or other industrial action;
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    25 of 29-
 
 
    
    civil commotion, riot, invasion, war threat or preparation for war;
    
    fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural
physical disaster;
    
    general impossibility of the use of railways, shipping, aircraft, motor transport or
other means of public or private transport;
    
    political interference with the normal operations of any PARTY, including export
restrictions.
 If the FORCE MAJEURE EVENT continues for a cumulative period of [*]days or more, either
PARTY may terminate this FPA and / or any INDIVIDUAL AGREEMENT immediately by giving the
other PARTY a written notice. Termination shall be effective upon
receipt of the notice.
If PURCHASER terminates, PURCHASERs sole liability and SUPPLIERs exclusive remedy under
this FPA or any INDIVIDUAL AGREEMENT will be payment by PURCHASER of any balance due for
PRODUCTS delivered by SUPPLIER before receipt of PURCHASERs termination notice.18.5
    
    WaiverThe duly authorized waiver of the breach of any term, covenant or condition herein contained
shall not be deemed to be a waiver of any subsequent breach of the same or any other term,
covenant or condition.18.6
    
    CaptionsThe captions in this FPA are inserted only for the purpose of convenient reference and in no
way define or limit the scope or intent of this FPA or any part of this FPA.18.7
    
    General Terms and ConditionsThe terms and conditions of this FPA shall be applicable to and shall govern all INDIVIDUAL
AGREEMENTS entered into hereunder regardless of any reference whatsoever. General terms and
conditions as well as other pre-printed provisions on documents of either PARTY, including,
without limitation, PURCHASE ORDERS, acknowledgments of PURCHASE ORDERS (General Terms
and Conditions), shall not apply to this FPA and any agreement regarding its performance.18.8
    
    Press Releases
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    26 of 29-
 
 Press Releases containing informations about this FPA or its EXHIBITS are only allowed to
SUPPLIER after written permission by PURCHASER.18.9
    
    Export Control-, Customs Regulations18.9.1
    
    GeneralPRODUCTS and services are subject to customs regulations and to export control in
accordance with the export regulations, including but not limited to the export control
regulations of the Federal Republic of Germany, the European Union (EU), and/or the USA. The
requirements of export control cover also software, technology and know-how.
The PARTIES agree to comply with all applicable laws and regulations in that regard.
The PARTIES shall provide mutual assistance as required to comply with all such laws and
regulations.18.9.2
    
    Export by SUPPLIERSUPPLIER shall be responsible for taking appropriate steps to obtain necessary export
licenses, if any, relating to the export of PRODUCTS to the location of ORDERING PARTY and/or
to the place of destination stated in the PURCHASE ORDER. SUPPLIER shall provide ORDERING
PARTY with copies of relevant export licenses.18.9.3
    
    Re-export by PURCHASER/ORDERING PARTYSUPPLIER shall provide to PURCHASER/ORDERING PARTY, on request of
PURCHASER/ORDERING PARTY, without undue delay, for each PRODUCT any data/documents
PURCHASER/ORDERING PARTY needs in order to comply with the laws and regulations above.Data and documents requested refer to the conditions of export-/re-export licenses
(classifications in German / EU / US export regulations, so called AL No, ECCN No), the
customs commodity code, net and gross weight, the origin of PRODUCTS (LKZ) (including
certificates of origin) and, from case to case, to customs preference regulations (e.g. FORM
A, EUR1).In case of phase in or modifications of a PRODUCT or a part thereof, SUPPLIER shall provide
all PRODUCT data and export control data to PURCHASER/ORDERING PARTY in advance.
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    27 of 29-
 
 In case of change of any PRODUCT data or export control data PURCHASER/ORDERING PARTY shall
be informed immediately by SUPPLIER.In case of changes to the certificate of origin, SUPPLIER shall send an updated certificate
immediately or if requested by PURCHASER within [*]hours in written form. Such
certificate shall be provided by SUPPLIER yearly automatically.
In case of an emergency situation, if data were not already provided by SUPPLIER within the
regular procedure as described above, SUPPLIER shall provide such missing data, upon
PURCHASER`s/ORDERING PARTY`s request, within [*]electronically.SUPPLIER shall be held liable for any expenses or damages incurred by ORDERING PARTY due to
the culpable lack, or inaccuracy or delay of said data and documents, if such expenses or
damages are attributable to SUPPLIER.18.10
    
    SeverabilityIf any provision of this FPA is held invalid or unenforceable under any applicable law or be
so held by applicable court decision, the PARTIES agree that such invalidity or
unenforceability shall not affect the validity and enforceability of the remaining provisions
and further agree to substitute for the invalid or unenforceable provision a valid or
enforceable provision which most closely approximates the intent and economic effect of the
invalid provision within the limits of applicable law or applicable court decisions.18.11
    
    Governing LawThis FPA as well as any individual PURCHASE ORDER entered into thereunder shall be
governed by and construed in accordance with the laws of the [*]without any reference to
the conflict of law rules. The PARTIES agree that the provisions of the Convention on
Contracts for the International Sale of Goods (CISG) shall not apply to this FPA.18.12
    
    MediationIn the event of any dispute arising out of or in connection with the present contract,
the parties agree to submit the matter to settlement proceedings under the ICC ADR Rules of
the ICC Paris. If the dispute has not been settled pursuant to the said Rules within 45 days
following the filing of a Request for ADR or within such other period as the parties may
agree in writing, such dispute shall be finally settled under the Rules of Arbitration of the
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    28 of 29-
 
 International Chamber of Commerce in Paris by one or more arbitrators appointed in accordance
with the said Rules of Arbitration.The seat of the Mediation and Arbitration shall be Zurich, Switzerland. The procedural law
of Switzerland shall apply where the Rules are silent. The language to be used in the
mediation or the arbitration shall be English. The mediation agreement and/or the arbitral
award shall be substantiated in writing.18.13
    
    Entire FPAThis FPA (including its EXHIBITS) sets forth the entire agreement and understanding between
the PARTIES as to the subject matter hereof and merges all prior discussions between them.
Neither of the PARTIES shall be bound by any
conditions, definitions, warranties, understandings or representations
with respect to such subject matter other than as expressly provided herein or as duly set
forth on or subsequent to the date of acceptance hereof in writing and signed by an
authorized representative of the PARTY to be bound thereby.18.14
    
    PURCHASERs DivisionsThe PARTIES understand and agree that this FPA shall not affect any existing or future
business relationship SUPPLIER may have or may enter into with other Siemens Groups.
SUPPLIER shall inform PURCHASER promptly of any such currently existing or future
relationship(s).18.15
    
    No Agency or Joint VentureNeither of the PARTIES nor any of their respective agents, employees, independent
contractors, or representatives shall:
 
    
    be considered an agent, employee or representative of the other PARTY for any purpose
whatsoever,
    
    have authority to make any agreement or commitment for the other PARTY, or to incur
any liability or obligation in the other PARTYs name or on its behalf, or
    
    represent to third parties that they have any right so to bind the other PARTY
hereto.
 Nothing contained in this Agreement shall be construed as creating an agency, partnership or
joint venture relationship between the PARTIES.18.16
    
    Order of PrecedenceThe documents listed below form part of this FPA and in the event of discrepancies shall be
valid in the following order of precedence:
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    29 of 29-
 
 
    
    [*]
    
    [*]
    
    [*]
    
    [*]
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



CONFIDENTIAL
    
    30 of 29-
 IN WITNESS WHEREOF
 Place, Date :Sunnyvale, California 10/13/05
    
    
    
    Place, Date : Milano, 12/1/06Endwave Corporation
    
    
    
    Siemens Mobile Communications Spa/s/
Steve Layton
    
    
    
    
    
    /s/ Iannetti Pratschkesignature(s)
    
    
    
    
    
    signaturesS. Layton
    
    
    
    
    
    IANNETTI PRATSCHKEprinted name(s) printed namesVice-President
& General Managertitle(s)
    
    
    
    
    
    titles
 FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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CONFIDENTIAL
    
    31 of 29-
  FPA Endware
    
    [*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    1 of 16
 EXHIBIT B            LOGISTICS SERVICE AGREEMENT (LSA)
 to the
 Frame Purchase Agreement
 (FPA)
  LSA EFFECTIVE DATE: January 16th, 2006
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 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    2 of 16
 TABLE OF CONTENT:
 1
    
    DEFINITION
    
    
    42
    
    SCOPE OF THIS LSA
    
    
    63
    
    TERM AND TERMINATION OF THIS LSA
    
    
    63.1
    
    LSA EFFECTIVE DATE
    
    
    63.2
    
    TERMINATION
    
    
    64
    
    PRODUCT(S) COVERED BY THIS LSA
    
    
    65
    
    LOCATIONS OF THE PARTIES
    
    
    75.1
    
    SUPPLIER LOCATIONS
    
    
    75.2
    
    ORDERING PARTY LOCATIONS
    
    
    76
    
    TERMS OF THIS LSA
    
    
    76.1
    
    SUPPLY CLASSES
    
    
    76.2
    
    SERVICE LEVELS
    
    
    96.3
    
    FORECAST
    
    
    116.4
    
    BUFFERING
    
    
    126.5
    
    ORDER PROCESSING, CALL-OFF AND REPLENISHMENT
    
    
    136.6
    
    MANAGING EXCEPTIONS
    
    
    156.7
    
    PHASE-IN AND PHASE-OUT
    
    
    156.8
    
    PROCESS AND OPERATIONS MODEL
    
    
    166.9
    
    CONTACT AND STAND-IN REGULATIONS
    
    
    167
    
    COMPONENTS OF THIS LSA
    
    
    16
 LIST OF ANNEXES:
 GENERAL ANNEXES
 ANNEX A CONTACT PERSONS
ANNEX B FORECAST AND FLEXIBILITY CORRIDOR
ANNEX C PROCESS AND OPERATIONS MODEL
ANNEX D MINIMUM DOCUMENTATION REQUIREMENTS
ANNEX E LOCATIONS OF THE PARTIES
ANNEX F CONSIGNMENT STOCK TERMS
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of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    3 of 16
 SPECIFIC ANNEXES PER ORDERING PARTY LOCATION
 ANNEX G STAND-IN REGULATIONS
ANNEX H LIST OF SR PRODUCTS
ANNEX I LIST OF DR-1 PRODUCTS
ANNEX J LIST OF DR-2 PRODUCTS
ANNEX K STOCK LEVELS RELATED TO SR PRODUCTS
ANNEX L STOCK LEVELS RELATED TO DR-1 PRODUCTS
ANNEX M STOCK LEVELS RELATED TO DR-2 PRODUCTS
ANNEX N GOODS RECEIVING
ANNEX O LOCATION SPECIFIC AMENDMENT
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of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    4 of 16
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE,
 1 DEFINITION
  1.1
    
    The term ANNEX shall mean any annex attached to this LSA, thus representing an integral
part thereof.1.2
    
    The term CONSIGNMENT STOCK also named as CS shall mean a stock of PRODUCTS owned by
SUPPLIER or by a DESIGNATED SUBSIDIARY and located near by or at a ORDERING PARTY LOCATION as
specified in ANNEX K (Stock Levels) and ANNEX F (CONSIGNMENT STOCK Terms).1.3
    
    The term DIRECT REPLENISHMENT 1 also named as DR-1 shall mean a specific logistic supply
class as defined in this LSA.1.4
    
    The term DR-1 PRODUCT shall mean a PRODUCT for which the supply class DIRECT REPLENISHMENT
1 is defined by this LSA.1.5
    
    The term DIRECT REPLENISHMENT 2 also named as DR-2 shall mean a specific logistic supply
class as defined in this LSA.1.6
    
    The term DR-2 PRODUCT shall mean a PRODUCT for which the supply class DIRECT REPLENISHMENT
2 is defined in this LSA.1.7
    
    The term DISTRIBUTION CENTER also named as DC shall mean a stock of PRODUCTS owned by
SUPPLIER or by a DESIGNATED SUBSIDIARY from which PRODUCTS are supplied to at least one
ORDERING PARTY LOCATION. Such DC shall be located in the geographical area of the ORDERING
PARTY LOCATIONS it supplies to and there shall be no customs duty handling required for such
supply.
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 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    5 of 16
 1.8
    
    The term FLEXIBILITY CORRIDOR shall mean a limited area of delivery flexibility versus time
and shall be calculated in accordance with ANNEX B of this LSA.1.9
    
    The term FORECAST° shall mean the forecast procedure as described in this LSA1.10
    
    The term EDI shall mean a specific way of electronic data interchange between ORDERING
PARTY and SUPPLIER or DESIGNATED SUBSIDIARY as required by this LSA.1.11
    
    The term LOCAL BUFFER shall mean a stock of PRODUCTS owned by ORDERING PARTY and located
near by or at ORDERING PARTY LOCATION.1.12
    
    The term LSA EFFECTIVE DATE shall mean the date mentioned first above.1.13
    
    The term PHASE IN also named as RAMP UP shall mean the limited time period agreed by the
PARTIES during which SUPPLIER and/or DESIGNATED SUBSIDIARY prepares itself for production and
delivery of a PRODUCT as defined by a service level of this LSA.1.14
    
    The term PHASE OUT also named as RAMP DOWN shall mean the time period during which the
delivery quantity of a PRODUCT decreases to zero (0) either planned by PURCHASER and agreed by
the PARTIES or due to unforeseeable requirements of PURCHASERS market.1.15
    
    The term ORDERING PARTY LOCATION shall mean any location of ORDERING PARTY relevant for the
implementation of the replenishment classes.1.16
    
    The term STANDARD REPLENISHMENT also named as R shall mean a specific logistic supply
class as defined in this LSA.1.17
    
    The term SUPPLIER DELIVERY LEAD TIME also named as SDLT shall mean the time in calendar
days between the date of the receipt of PURCHASE ORDER at SUPPLIER or call off from SUPPLIER
STOCK by ORDERING PARTY and the receipt of the PRODUCT at the ORDERING PARTY location or the
PRODUCT arrival at the place of consumption.1.18
    
    The term SR PRODUCT shall mean a PRODUCT for which the supply class STANDARD REPLENISHMENT
is defined by this LSA.1.19
    
    The term SUPPLIER LOCATION shall mean any location of SUPPLIER or DESIGNATED SUBSIDIARIES
accepted by PURCHASER for manufacturing, stocking and/or distribution of the PRODUCT(S) under
the FPA.1.20
    
    The term SUPPLIER STOCK shall mean a stock of PRODUCT(S) owned by SUPPLIER or by a
DESIGNATED SUBSIDIARY and located near by or at a SUPPLIER LOCATION. Such SUPPLIER STOCK shall
buffer PRODUCT(S) in higher quantity than the cumulated PRODUCT quantity pulled by all
ORDERING PARTYS.
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 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    6 of 16
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    7 of 16
 2 SCOPE OF THIS LSA
 2.1
    
    To define the contribution of the PARTIES to an integrated supply chain with best-in class
performance levels.2.2
    
    The formalization of all logistic processes between SUPPLIER and/or DESIGNATED SUBSIDIARY and
PURCHASER and/or ORDERING PARTY and all information related hereto shall be subject to the
terms and conditions of this LSA.2.3
    
    To set-up collaboration rules for such logistic processes.
 3 TERM AND TERMINATION OF THIS LSA
 3.1
    
    LSA EFFECTIVE DATE
  3.2
    
    Termination
  4 PRODUCT(S) COVERED BY THIS LSA
   (i)
    
    Existence of a respective PA(ii)
    
    Qualification by PURCHASER for series production achieved
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    8 of 16
 5 LOCATIONS OF THE PARTIES
 5.1
    5.2
   6 PROVISIONS OF THIS LSA
 6.1
  6.1.1
 [*]
  
    
    vendor managed inventory
    
    issuance of a FRAME ORDER
    
    FORECAST from PURCHASER as per Article 6.3 below
    
    ship to stock delivery by SUPPLIER into a CONSIGNMENT STOCK as specified in ANNEX F
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 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    9 of 16
 
    
    SUPPLIER calculates the trigger for on time replenishment (replenishment planning)
via consumption data and stock level from the CONSIGNMENT STOCK (Min/Max Levels)
    
    SUPPLIER DELIVERY LEAD TIME no longer than one (1) week
    
    defined service level as per Article 6.2.1 below
    
    performance measurement as per Article 6.2.1 below
    
    payment as per ANNEX C
 6.1.2
 [*]
  
    
    vendor managed inventory
    
    issuance of a FRAME ORDER or call-of via PURCHASER ORDER
    
    FORECAST from PURCHASER as per Article 6.3 below
    
    SUPPLIER STOCK and/or DISTRIBUTION CENTER
    
    ship to stock delivery by SUPPLIER into a LOCAL BUFFER
    
    regular delivery frequency
    
    defined service level as per Article 6.2.2 below
    
    performance measurement as per Article 6.2.2 below
    
    payment as per ANNEX C
 6.1.3
 [*]
  
    
    FORECAST from PURCHASER as per Article 6.3 below
    
    delivery by SUPPLIER at the location specified in the respective PURCHASE ORDER
    
    call-off via PURCHASE ORDERS
    
    confirmation of PURCHASER ORDERS by SUPPLIER
    
    no specific stocks defined by this LSA
    
    defined service level as per Article 6.2.3 below
    
    performance measurement as per Article 6.2.3 below
    
    payment as per ANNEX C
 Page Initialed by the PARTIES[*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    10 of 16
 6.2
 6.2.1
  Material/replenishment planning
    
    under full responsibility of SUPPLIERContact Persons and stand-in
regulation in place
    
    according to ANNEX A and ANNEX IEarly-warning system in place
    
    according to Article 6 6.1 below
 Metric
    
    SUPPLIER CommitmentCONSIGNMENT STOCK
    
    SUPPLIER maintains the stock level at
any time within the minimum and maximum
stock level defined in ANNEX K by
refilling the CONSIGNMENT STOCK up to
the maximum stock level on each
deliveryCaused line-breakdown
    
    zero (0) times at ORDERING PARTYMinimum inventory violation
    
    zero (0) times at CONSIGNMENT STOCK,
meaning the stock level must not fall
below the minimum stock level defined
in ANNEX K
  6.2.2
  Material/replenishment planning
    
    under full responsibility of SUPPLIERContact Persons and stand-in
regulation in place
    
    according to ANNEX A and ANNEX IEarly-warning system in place
    
    according to Article 6.6.1 below
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 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    11 of 16
 Metric
    
    SUPPLIER CommitmentMaximum SDLT
    
    as defined in ANNEX L.LOCAL BUFFER
    
    SUPPLIER maintains the stock level at any time within the
minimum and maximum stock level defined in ANNEX L by
refilling the LOCAL BUFFER up to the maximum stock level on
each delivery or delivers according to the call-offs via
PURCHASER ORDERSOn-time deliveryEmergency replenishment
    
    meet the determined delivery time slot at each day of delivery
as specified in ANNEX LSUPPLIER STOCK and/or DC
    
    SUPPLIER maintains the stock level at any time according to
ANNEX LCaused line-break-down
    
    zero (0) times at ORDERING PARTYMinimum inventory violation
    
    zero (0) times at BUFFER
STOCK, meaning the stock level 
must not fall below the minimum stock level defined in ANNEX L
  6.2.3
  Ordering/replenishment planning
Stock
    
    under full responsibility of each ORDERING PARTY
according to ANNEX MContact Persons and Stand-in
regulation in place
    
    according to ANNEX A and ANNEX IEarly-warning system in place
    
    according to Article 6.6.1 below
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    12 of 16
 Metric
    
    SUPPLIER CommitmentMaximum SDLT
    
    according to ANNEX MOn-time delivery
    
    to meet the DELIVERY DATE as per PURCHASE ORDERMaterial availability
    
    according to FORECAST and FLEXIBILITY CORRIDORCaused line-break-down
    
    zero (0) times at ORDERING PARTY
  6.3
  [*]
 [*]
  6.3.1
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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    13 of 16
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    14 of 16
 6.3.2
   6.3.3
  6.4
 6.4.1
   6.4.2
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of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    15 of 16
    6.4.3
  6.5
 6.5.1
   [*] [*]
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of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    16 of 16
  6.5.2
      6.5.3
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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    17 of 16
 6.6
 6.6.1
   6.6.2
   6.7
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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    18 of 16
  6.8
  6.9
  7 COMPONENTS OF THIS LSA
  (i)
    
    [*](ii)
    
    [*](iii)
    
    [*]
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of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    1 of 12GENERAL ANNEXES
 ANNEX A: Contact Persons
 SIEMENS
    
    SUPPLIERName: Rudolf Mazzoli
    
    Name: Steve McGowanPhone: +39 (0) 2 2437 2255
    
    Phone: +1 408 522 3121E-Mail:
rudolf.mazzoli@siemens.com
    
    E-mail: steve.mcgowan@endwave.comDocument approved:
    
    Document approved:1st December 2005 /s/ Rudolf Mazzoli
    
    10/17/05 /s/ Steve LaytonDate, Rudolf Mazzoli
    
    Date, Steve LaytonSenior Director ICM MW OP I SLO
    
    Vice President Sales
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    2 of 12GENERAL ANNEXES
 ANNEX B: FORECAST and FLEXIBILITY CORRIDOR
  1 FLEXIBILITY CORRIDOR rebated to PRODUCT DR2:
 [*]  [*]  [*]  [*]  [*]
 2 Rules for defining a FLEXIBILITY CORRIDOR:
 R1
    
    The Absolute MaximumQuantity can be maximally equal to the Physical Maximum
Capacity.
 R2
    
    The Absolute Maximum / Minimumis determined by the Base Quantityand the
Maximum / Minimum Flexibilitywhen reaching a new Flexibility Zone.
 R3
    
    The new Absolute Maximum / Minimumcan not be higher / lower than the
Absolute Maximum / Minimumof the zone before.
  Flexibility Zone
    
    Area with the same flexibilityMaximum Flexibility
    
    Percentage maximum per Flexibility ZoneMinimum Flexibility
    
    Percentage minimum per Flexibility ZoneBase Quantity
    
    Absolute quantity, when Flexibility Zoneis entered the first timeAbsolute Maximum
    
    Absolute maximum quantity for each Flexibility ZoneAbsolute Minimum
    
    Absolute minimum quantity for each Flexibility ZoneAbsolute Weekly Increase
    
    Absolute quantity increase from week to weekAbsolute Weekly Decrease
    
    Absolute quantity decrease from week to weekPhysical Maximum Capacity
    
    Maximum applicable capacity of SUPPLIER
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of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    3 of 12GENERAL ANNEXES
 3 FLEXIBILITY CORRIDOR Example:
 
 4 PURCHASERs Liability
   
    
    WIP
    
    Finished goods
    
    Materials as per list LSA Annex J
    
    Custom parts
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    4 of 12GENERAL ANNEXES
 ANNEX C: Process and Operations Model
 1 STANDARD REPLENISHMENT: (Not applicable)
 
  
    
    The stock level of the CONSIGNMENT STOCK shall be replenished by SUPPLIER to maintain
the stock level according to ANNEX K.
    
    Daily consumption and inventory data related to the CONSIGNMENT STOCK shall be
provided to SUPPLIER by ORDERING PARTY.
    
    SUPPLIER shall initiate the delivery process in such way that the stock level will
never fall below the agreed minimum level as per ANNEX K.
    
    All kind of information, including but not limited to consumption and inventory data,
shall be exchanged via EDI 98.B (DELFOR, INVRPT).
    
    Payment process:
  Payment for consumption from the CONSIGNMENT STOCK shall be calculated
and paid monthly. For the future it is foreseen to implement the SAP-credit-note
system. Then no invoice shall be issued by SUPPLIER. Accounting shall take place on a specific day of each month for the
quantities consumed from the CONSIGNMENT STOCK and at the price valid on the issue
date of the respective credit note.
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    5 of 12GENERAL ANNEXES
  Payment shall be made in line with the provisions of the FPA.
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    6 of 12GENERAL ANNEXES
 2 DIRECT REPLENISHMENT 1: (Not applicable)
 
  
    
    SUPPLIER shall maintain a SUPPLIER STOCK and/or DISTRIBUTION CENTER in order to
supply into ORDERING PARTY LOCATIONS.
    
    The SUPPLIER STOCK and/or the DISTRIBUTION CENTERS are controlled according to the
agreed stock levels following ANNEX L by SUPPLIER in such a way that deliveries can be
made within the specified SDLT to each ORDERING PARTY LOCATION.
    
    SUPPLIER replenishes the consumed PRODUCT quantities into each LOCAL BUFFER by
regular deliveries.
    
    Daily consumption and inventory data related to each LOCAL BUFFER shall be provided
to SUPPLIER by the ORDERING PARTY.
    
    All kind of information, including but not limited to consumption and inventory data,
shall be exchanged via EDI 98-B (DELFOR, INVRPT) and via EDI 96.B (ORDERS, ORDRSP, INVOIC)
    
    Payment process:
 o
    
    Payment for LOCAL BUFFER receipts shall be calculated and paid monthly.
For the future it is foreseen to implement the SAP-credit-note system. Then no
invoice shall be issued by SUPPLIER.o
    
    Accounting shall take place on a specific day of each month for the
quantities received in the LOCAL BUFFER and at the price valid on the issue date
of the respective credit note.o
    
    Payment shall be made in line with the provisions of the FPA.
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    7 of 12GENERAL ANNEXES
 3 DIRECT REPLENISHMENT 2:
 
  
    
    After receiving a PURCHASE ORDER from ORDERING PARTY SUPPLIER shall deliver the
ordered PRODUCTS to the location specified in the PURCHASE ORDER and within the SDLT
specified in ANNEX M
    
    To ensure timely delivery SUPPLIER may keep a SUPPLIER STOCK, if necessary.
    
    The PURCHASE ORDER shall be issued by ORDERING PARTY and confirmed by SUPPLIER
electronically.
    
    Payment process:
 o   SUPPLIER shall issue an invoice to ORDERING PARTY.o   ORDERING PARTY shall pay the invoice according to the provisions of the FPA.
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    8 of 12GENERAL ANNEXES
 ANNEX D: Minimum Documentation Requirements
  Delivery note:
    
    Delivery note number and dateOrder numberQuantityPURCHASER material numberPURCHASER part numberPURCHASER descriptionSUPPLIER product descriptionOrder unit if different from pieces[*]Product packaging:
    
    SUPPLIER part numberQuantity, if more than one (1)SUPPLIER PRODUCT description in plain textPURCHASER part numberDate code[*] in plain text
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of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    9 of 12GENERAL ANNEXES
 ANNEX E: Locations of the PARTIES
 1 ORDERING PARTY LOCATIONS, CONSIGNMENT STOCK locations
 a. ORDERING PARTY LOCATION Cassina
 Legal Entity
    
    Siemens Mobile Communications S.p.aStreet
    
    V.Ie Piero e Alberto Pirelli, 10Postal Code, City
    
    20126 MilanoCountry
    
    Italy
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with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    CONFIDENTIAL
    
    10 of 12GENERAL ANNEXES
 2 SUPPLIER LOCATIONS, DISTRIBUTION CENTER locations
 a. SUPPLIER LOCATION #1
 
 b. SUPPLIER LOCATION #2
 
 Page Initialed by the PARTIES[*][*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    11 of 12GENERAL ANNEXES
 ANNEX F  CONSIGNMENT STOCK (CS) Terms (Not applicable)
 A       Delivery of CONSIGNMENT STOCK PRODUCTS
 1.
    
    The subject of this ANNEX F is the performance of services relating to the receipt, the
storage, the transportation and any commercial administration of CS PRODUCTS. SUPPLIER shall
deliver CS PRODUCTS in accordance with ANNEX J to the CONSIGNMENT STOCK locations as specified
in ANNEX E. Details of the CONSIGNMENT STOCK regulations at specific locations may be
specified in an additional location specific CONSIGNMENT STOCK agreement.2.
    
    The CS inventory shall remain the property of SUPPLIER until withdrawn by ORDERING PARTY from
such CS inventory. Risk of loss or damage to the CS PRODUCT shall pass to ORDERING PARTY at
the time SUPPLIER has delivered the PRODUCT into the CONSIGNMENT STOCK in accordance with the
terms and conditions of this LSA, except if the damages or losses have been caused by SUPPLIER
and/or SUPPLIERS freight forwarder.3.
    
    ORDERING PARTY may perform incoming goods inspections based on
SUPPLIERS delivery notes regarding quantity and identity of the delivered units
of CS PRODUCTS as well as inspections on apparent defects. Loss or defects which
have been detected during such an incoming goods inspection shall be documented
by ORDERING PARTY and reported to SUPPLIER. Quantity variances of delivered CS
PRODUCTS which have been detected by ORDERING PARTY during an incoming goods
inspection shall be notified by ORDERING PARTY to SUPPLIER within [*]days of
receipt of the relevant units of CS PRODUCTS. Whenever loss or damage has
occurred to a CS PRODUCT prior to receipt by ORDERING PARTY at the CONSIGNMENT
STOCK and becomes apparent to ORDERING PARTY within the incoming goods
inspection, ORDERING PARTY should mark the delivery receipt with a
description of the damage or loss before signing and shall do reasonable efforts
to request the carrier to inspect and confirm such loss or damage by signing such
marked receipt.
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    12 of 12GENERAL ANNEXES
 B       Consigned Inventory Storage and Management
 1.
    
    ORDERING PARTY will provide a secure and separated space for CS PRODUCTS at the CONSIGNMENT
STOCK, Storage of the goods is to occur in suitable, dry rooms. The CS PRODUCTS are to be
protected from unauthorized access through suitable means.2.
    
    ORDERING PARTY may at its own discretion subcontract any of its obligations under this ANNEX
F to a third party, whereby subcontracting of Storage of the CS PRODUCTS by ORDERING PARTY at
a third party warehouse and/or subcontracting of related services to a third party shall not
affect any of the contractual obligations of SUPPLIER and ORDERING PARTY under the framework
of the FPA and this LSA.3.
    
    ORDERING PARTY will perform the receipt of goods, stocking, storage and withdrawal of CS
PRODUCTS at no charge to SUPPLIER. ORDERING PARTY shall safeguard that the inventory
management method FIFO (First In, First Out) will be used by its personnel and/or its
subcontractors. ORDERING PARTY will maintain accurate and complete records with regard to the
custody and care of the CONSIGNMENT STOCK. Such records shall be maintained in accordance with
recognized commercial accounting practices, so that they may be readily audited. The records
shall be held until all payments or final adjustments of payments have been made. ORDERING
PARTY shall permit SUPPLIER to examine and audit such records, provided that [*]working days
prior written notice has been given to SUPPLIER.
 C.       Withdrawal and Invoicing
 1.
    
    ORDERING PARTY will send to SUPPLIER electronically the actual inventory, receipts, and
withdrawals, on each day having any inventory activity (i.e., receipts or withdrawals).
SUPPLIER will submit invoices to ORDERING PARTY which shall identify the total quantities of
CS PRODUCTS withdrawn from the inventory. SUPPLIER may issue EDI 98.8 (INVOIC) transactions.
Invoices will be due and payable by ORDERING PARTY in full via electronic funds transfer to
the account number specified by SUPPLIER in accordance with the respective regulations of the
FPA. For the future it is foreseen to implement the SAP-credit-note system. Then no invoice
shall be issued by SUPPLIER.
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    13 of 12GENERAL ANNEXES
 2.
    
    PRODUCTS withdrawn from CONSIGNMENT STOCK cannot be returned to CONSIGNMENT STOCK, unless
mutually agreed by the PARTIES in writing. Defective CS PRODUCT shall be subject to warranty
terms of the FPA.3.
    
    ORDERING PARTY agrees that CS PRODUCTS shall be withdrawn from the CONSIGNMENT STOCK only on
a FIFO process.
 D.       Inspection and Audit
 [*]
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    1 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 ANNEX G: Stand-in regulation in place
 Contacts Logistics:
 ORDERING PARTY
    
    SUPPLIERName: [*]
    
    Name: Steve McGowanPhone: [*]
    
    Phone: 1 408 522 3121E-Mail: [*]
    
    E-mail: steve.mcgowan@endwave.com
 Document approved:
    
    Document approved:
 1st December 2005 /s/ Rudolf Mazzoli
    
    10/17/05 /s/ Steve LaytonDate, Rudolf Mazzoli
    
    Date, Steve LaytonSenior Director
    
    Vice President SalesICM MW OP I SLO
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    2 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 ANNEX H: List of SR PRODUCTS (Not applicable)
 Part no.
    
    SAP no.
    
    Supplier no.
    
    Product Class
    
    Description
    
    Product
 Critical Component List:
 Material
    
    Lead time in weeks1)
    
    Value in % ofassembly price
 
 [*]
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    3 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 ANNEX I: List of DR-1 PRODUCTS (Not applicable)
 Part no.
    
    SAP no.
    
    Supplier no.
    
    Product Class
    
    Description
    
    Product
 Critical Component List:
 Material
    
    Lead time in weeks1)
    
    Value in % ofassembly price
 
 [*]
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    4 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 ANNEX J: List of DR-2 PRODUCTS
 Part no.
    
    SAP no.
    
    Supplier no.
    
    Product Class
    
    Description
    
    Product[*]
    
    
    
    
    
    
    
    38 GHz ND [*][*]
    
    
    
    
    
    
    
    38 GHz ND [*][*]
    
    
    
    
    
    
    
    38 GHz ND [*][*]
    
    
    
    
    
    
    
    38 GHz ND [*][*]
    
    
    
    
    
    
    
    38 GHz ND [*][*]
    
    
    
    
    
    
    
    38 GHz ND [*]
 Critical Component List:
 Value in % ofMaterial
    
    Lead time in weeks1)
    
    assembly price
    
    End Product Usage[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND and 38 HD[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND and 38 HD[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    
    
    [*]
    
    [*]
    
    38 GHz ND
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    5 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 Value in % ofMaterial
    
    Lead time in weeks1)
    
    assembly price
    
    End Product Usage[*]
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    [*]
    
    [*]
    
    38 GHz ND[*]
    
    [*]
    
    [*]
    
    38 GHz ND
 [*]
 [*]
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    6 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 ANNEX K: Stock Levels related to SR PRODUCTS (Not applicable)
 st
 ORDERING PARTY LOCATION:Minimum stock level in CONSIGNMENT STOCK
    
    [*]Maximum stock level in CONSIGNMENT STOCK
    
    [*]
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    7 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 ANNEX L: Stock Levels related to DR-1 PRODUCTS (Not applicable)
  st
 ORDERING PARTY LOCATION:Maximum SDLT
    
    within [*]Minimum stock level in LOCAL BUFFER
    
    [*]Maximum stock level in LOCAL BUFFER
    
    [*]Stock level of SUPPLIER STOCK or DC
    
    at least [*]for daily delivery, in
order to ensure [*]upside flexibility
in short termEmergency replenishment:
    
    [*]within [*]hours out of SUPPLIER
STOCK or DC
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    8 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 ANNEX M: Stock Levels related to DR-2 PRODUCTS
  st
 ORDERING PARTY LOCATION:Minimum stock level of SUPPLIER STOCK
    
    No specific stock levels required,
SUPPLIER has to guarantee to
replenish the material within the
required replenishment time, thus it
may be necessary to hold a stock
level on SUPPLIER siteMaximum SDLT
    
    [*]
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    9 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 ANNEX N: Goods Receiving
  1 STANDARD REPLENISHMENT (Not applicable)
  a. Opening hours at ORDERING PARTY LOCATION:
 Day
    
    Goods ReceivingMonday  Friday
    
    06.30  20.00Saturday
    
    Special arrangementsSunday
    
    Special arrangements
 b. Logistic Data
  
 2 DIRECT REPLENISHMENT 1 (Not applicable)
    Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    10 of 10SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS
 a. Opening hours at ORDERING PARTY LOCATION:
 Day
    
    Goods ReceivingMonday  Friday
    
    06.30  20.00Saturday
    
    Special arrangementsSunday
    
    Special arrangements
 b. Logistic Data
   3 DIRECT REPLENISHMENT 2:
  a. Opening times at ORDERING PARTY LOCATION:
 Day
    
    Goods ReceivingMonday  Friday
    
    06.30  20.00Saturday
    
    Special arrangementsSunday
    
    Special arrangements
 b. Logistic Data
    Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    1 of 10
 ANNEX
O                     
              
           Location specific Amendment
 to
 Logistic Service Agreement (LSA)
for
ORDERING PARTY Cassina only
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    2 of 10
  LSA Body
 1.20 1.24
 1.20
    
    The term WFS shall mean a specific technical architecture (Web File Server) provided by
ORDERING PARTY to support electronic data interchange between ORDERING PARTY and SUPPLIER or
DESIGNATED SUBSIDIARY as required by this LSA.1.21
    
    The term FULL CONSIGNMENT shall be the synonym for STANDARD REPLENISHMENT.1.22
    
    The term SPLITTED CONSIGNMENT shall be the synonym for DIRECT REPLENISHMENT 11.23
    
    The term SUPPLIER SAFETY BUFFER  shall be the synonym for DIRECT REPLENISHMENT 2.1.24
    
    The term SCHEDULING shall mean the period of [*]days starting with the 1st day
on which a demand is indicated to SUPPLIER.1.25
    
    The term SAFETY BUFFER shall mean a defined SUPPLIER stock at supplier site or in DC
 2.3
  6.1.1
   
    
    issue of a FRAME ORDER
    
    ship to stock delivery by SUPPLIER into a LOCAL BUFFER
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    3 of 10
 
    
    delivery by SUPPLIER into a LOCAL BUFFER at ORDERING PARTY LOCATION on a consignment
basis.
    
    call-off for LOCAL BUFFER at ORDERING PARTY LOCATION on a consignment basis.
    
    SDLT no longer than one (1) week.
 6.1.3
    
    
    FORECAST from PURCHASER as per Article 6.3 below
    
    delivery by SUPPLIER at the location specified in the respective PURCHASE ORDER
    
    call-off via PURCHASE ORDERS
    
    SAFETY BUFFER at SUPPLIER or DC
    
    defined service level as per Article 6.2.3 below
    
    performance measurement as per Article 6.2.3 below
    
    payment as per ANNEX C
 6.2.2
 LOCAL BUFFER
    
    SUPPLIER refills the CONSIGNMENT STOCK according to
call-off issued by ORDERING PARTYOn-time delivery
    
    meet the DELIVERY DATE as per call-off
 6.2.3
   Ordering/replenishment planning
    
    under full responsibility of each ORDERING PARTYSAFETY BUFFER
    
    according the List AContract contacts andstand-in regulation in place
    
    according to ANNEX A and ANNEX J
 Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    4 of 10
 Early-warning system in place
    
    according to Article 6.6.1 below
 Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    6 of 10
 Metric
    
    SUPPLIER CommitmentMaximum SDLT
    
    according to ANNEX MOn-time delivery
    
    to meet the DELIVERY DATE as per PURCHASE ORDERMaterial availability
    
    according to FORECAST and FLEXIBILITY CORRIDORCaused line-break-down
    
    zero (0) times at ORDERING PARTY
  6.3
 6.3
     [*]
   6.3.1.
  6.3.2.
   Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    6 of 10
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    7 of 10
    6.3.3.
    6.4
 6.4
 6.4.1
   6.4.2
    [*]
  Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    8 of 10
 6.4.3
  [*]
    
 6.5
 6.5.
 6.5.1.
  [*] [*]
  6.5.2.
     Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    9 of 10
   6.5.3.
      LSA, ANNEX B
   Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    10 of 10
 LSA, ANNEX C
   
      Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    11 of 10
  
         Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.




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##### 



EXHIBIT B (LSA)
    
    C O N F I D E N T I A L
    
    12 of 10
 
   
    
    After receiving a PURCHASE ORDER from ORDERING PARTY SUPPLIER shall deliver the
ordered PRODUCTS to the location specified in the PURCHASE ORDER and within the SDLT
specified in ANNEX M
    
    To ensure timely delivery SUPPLIER must keep a SAFETY BUFFER at Supplier Site
    
    The PURCHASE ORDER shall be issued by ORDERING PARTY and confirmed by SUPPLIER
electronically.
    
    Payment process:
 o SUPPLIER shall issue an invoice to ORDERING PARTY.o ORDERING PARTY shall pay the invoice according to the provisions of the FPA.
 Page Initialed by the PARTIES
 [*]
[*]
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.