NO/100 U.S. DOLLARS ($11,673,190.00) BY THE
FOLLOWING FIGURES: (1) EIGHT HUNDRED FOURTEEN THOUSAND ONE HUNDRED SIXTY-SEVEN
U.S. DOLLARS ($814,167) FOR 4,449 RETURNED SUBJECT UNITS AT $183.00 AND (2) FOUR
HUNDRED FORTY-NINE THOUSAND TWO HUNDRED SIXTY-FIVE U.S. DOLLARS ($449,265) FOR
2,455 RETURNED SUBJECT UNITS AT $183.00.
THE WITHHELD AMOUNT IS NOT PAYABLE OR
CREDITABLE AGAINST ANY OTHER OBLIGATION NOW OR IN THE FUTURE OF PCD LLC OR PCD
HOLDINGS LLC OTHER THAN SUCH PREVIOUSLY ADJUSTED INVOICED AMOUNTS.
FOR
AVOIDANCE OF DOUBT, THE WITHHELD AMOUNT SHALL NOT BE CREDITABLE AGAINST THE
ORDER FOR THE INVENTORY PRODUCTS (DEFINED BELOW).
THE WITHHELD AMOUNT DOES NOT
CONSTITUTE ALL AMOUNTS OWED BY PCD LLC TO UTS INC. UNDER OUTSTANDING INVOICES
AND OTHER ARRANGEMENTS, HOWEVER, PAYMENT OF THE WITHHELD AMOUNT SHALL CONSTITUTE
PAYMENT IN RESPECT OF THE OUTSTANDING INVOICES CONSTITUTING THE WITHHELD AMOUNT.
6.
RETURN OF SUBJECT UNITS.
PCD LLC HAS RETURNED 4,449 UNITS OF THE SUBJECT
UNITS TO UTS INC., AND PCD LLC SHALL RETURN THE REMAINING 2,455 UNITS OF THE
SUBJECT UNITS NOT YET RETURNED TO UTS INC. AND IDENTIFIED BY PCD LLC AS
DEFECTIVE PROMPTLY FOLLOWING THE EFFECTIVE DATE.
UTS INC. SHALL ACCEPT THE
RETURN OF ALL SUCH SUBJECT UNITS AT A COST OF $183.00 (AND PCD LLC ACKNOWLEDGES
AND AGREES THAT UTS INC., THROUGH THE CALCULATION OF THE WITHHELD AMOUNT
PURSUANT TO SECTION 5 ABOVE, HAS PROVIDED PCD LLC THE APPROPRIATE CREDIT/PAYMENT
FOR ALL SUCH RETURNS OF SUBJECT UNITS), REFURBISH SAID SUBJECT UNITS AND PCD LLC
SHALL REPURCHASE SAID REFURBISHED SUBJECT UNITS AT A COST OF $120.00.
OTHER
THAN AS EXPRESSLY SET FORTH IN THIS SECTION 6 (RETURN OF SUBJECT UNITS), THE
REPURCHASE OF REFURBISHED SUBJECT UNITS IS SUBJECT TO THE TERMS AND CONDITIONS
OF THE SUPPLIER AGREEMENT.
UTS Inc. agrees to accept for return under the terms and conditions of the
Supplier Agreement any defective returns of refurbished Subject Units after
repurchase and Inventory Products after purchase pursuant to this Agreement.
7.
ORDER OF REMAINING INVENTORY PRODUCTS.
PCD LLC HEREBY AGREES TO ORDER
UTS INC.'S REMAINING INVENTORY OF PRODUCTS SPECIFIED IN EXHIBIT B ("INVENTORY
PRODUCTS"), FOR A NEGOTIATED
6
COMMERCIALLY REASONABLE PRICE, SUBJECT TO FULFILLMENT OF EACH OF THE FOLLOWING
CONDITIONS CONSISTENT WITH PAST PRACTICE:
(1) THE INVENTORY PRODUCTS RECEIVE
CARRIER APPROVAL; (2) UTS INC. PROVIDES ALL REASONABLE AND NECESSARY ENGINEERING
AND OTHER SUPPORT TO SECURE CARRIER APPROVAL; (3) UTS INC. AGREES TO PROVIDE
SERVICE PARTS AND SUPPORT GOING FORWARD FOR ALL INVENTORY PRODUCTS; AND (4) THE
INVENTORY PRODUCTS MEET ALL QUALITY CONTROL REQUIREMENTS.
THE ORDER FOR
INVENTORY PRODUCTS SHALL BE MADE ONLY AFTER FULFILLMENT OF AND AGREEMENT TO THE
FOREGOING CONDITIONS AND ONLY IN THE SAME AMOUNT IN AND AFTER PCD RECEIVES A
PURCHASE ORDER(S) FROM THE CARRIER.
PCD LLC SHALL USE COMMERCIALLY REASONABLE
GOOD FAITH EFFORTS TO OBTAIN PURCHASE ORDER(S) FROM ONE OR MORE CARRIERS
RELATING TO THE INVENTORY PRODUCTS.
PCD LLC SHALL PAY IN FULL FOR THE INVENTORY
PRODUCTS PURSUANT TO THE TERMS OF, AND ON THE DATE FOR PAYMENT SET FORTH IN THE
SUPPLIER AGREEMENT.
NOTWITHSTANDING ANYTHING