In addition, Buyer may provide to Seller tooling, tools or capital equipment determined by Buyer and Seller to be suitable for use in the Production Facility and Storage Facility (“Buyer Provided Tooling”). The Buyer Provided Tooling and the Seller Provided Tooling are collectively referred to herein as the “Tooling”. Buyer will pay all shipping, transport costs, duties, value added taxes and any other applicable taxes with respect to relocating all Tooling and installing it at the Production Facility. The Buyer Provided Tooling is and shall be at all times the sole and exclusive property of Buyer.

Buyer Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement (the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of # the Closing and # termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim).

Prompt payment discounts will be computed from the latest of: ​. Payment is made when Buyer’s check is mailed or EDI funds transfer initiated. Buyer shall make payment within ​ of Buyer’s receipt of the proper original invoice or Buyer’s receipt of Items, whichever is later.

Settlement of the Buyer Payable and the Smith Payable. The Buyer and Smith hereby agree to settle the Buyer Payable and the Smith Payable for a total amount of $80,000.00 payable to Buyer in accordance with terms of a Promissory Note attached hereto as Exhibit I.

the Buyer Shares constituting the Aggregate Consideration, whether represented by interim shares representing Buyer Shares or final Buyer Shares, have been duly authorized and, upon issuance in accordance with this Agreement, will be issued to the Depositary with good and valid title to such Buyer Shares, free and clear of any lien, claim, charge, encumbrance, security interest, mortgage or adverse claim of whatever nature, and, assuming accuracy of the representations and warranties of the Depositary set forth in Section 5 such Buyer Shares will, upon registration with the Finnish Trade Register, be validly issued, fully-paid and non-assessable, and not subject to any restrictions on the transfer thereof in Finland and, with respect to the final Buyer Shares only, France. No registration of the Buyer Shares, whether represented by interim shares representing Buyer Shares or final Buyer Shares, is required under the U.S. Securities Act of 1933, as amended, for the offer or issuance of the Buyer Shares by Buyer to the Depositary in the manner contemplated herein;

Each Partner shall deliver to Buyer an Assignment of Interest and such other instruments of transfer as Buyer may reasonably request to effect the transfer of the Interests to Buyer.

(c) “Buyer Shares” means newly issued shares of Buyer, being issued pursuant to the share issue resolution adopted by the Board of Directors of the Buyer on March 16, 2016;

If Buyer is purchasing the Property in relation to a tax-deferred exchange, Buyer acknowledges that Seller has made no representations, warranties, or agreements to Buyer or Buyer's agents that the transaction contemplated by this Agreement will qualify for any particular tax treatment, nor has there been any reliance thereon by Buyer respecting the legal or tax implications of the transaction contemplated hereby. Buyer further represents that it has sought

“Buyer Indemnitee” and “Buyer Indemnitees” have the meaning set forth in [Section 9.2(a)].

Buyer shall verify all purchase orders issued under the Supply Agreement (“POs”) and invoices against receipts by Buyer to ensure that the Advance Payment is accounted for accurately and completely repaid to Buyer.