5.1 Manufacturing

(a) The Company shall in accordance with the provisions of the Contract the POET

Assembly Technology License Agreement adhering to applicable standards and

regulatory requirements, compliance certification and related quality

requirements, assemble 100G/200G Optical Engines and 400G Optical

Engines based on POET's Optical Interposer solely and, subject to Article 5.2,

strictly for sales by the Company in accordance with the rights granted under

Article 5.2 below.

5.2 Sales and Marketing 

(a) The Company shall in accordance with the provisions of the Contract and the

Technology License Agreements 

(b) sell 100G/200G Optical Engines anywhere in the world

(i) sell 400G Optical Engines in the PRC, Taiwan, Macao and Hong Kong

(the “China Territory”); and

(ii) sell 400G Optical Engines outside of the China Territory, but limited

only to specific named customers and/or distributors that are approved

in writing in advance by POET, which approval shall not be

unreasonably withheld or delayed; the initial list of such customers (the

"Reserved Customers") being attached hereto as SCHEDULE N.

(c) POET may sell 400G Optical Engines outside of the China Territory. For such

sales, POET shall exclusively procure the 400G Optical Engines from the

Company at an agreed price. In case a customer for 400G Optical Engines

located outside of the China Territory rejects procurement of 400G Optical

Engines manufactured in the PRC the Parties shall discuss in good faith the

most suitable solution for supplying such customer, including the

incorporation of a manufacturing subsidiary of the Company outside of the PRC,

supply by POET or a third party manufacturer. 

(d) The Parties shall support the Company to build sales channels for Company to

target and future customers pursuant to SCHEDULE H.

There is no Reserved Customers at the time of signing this Contract. This Schedule N will be updated from time to time upon joint written consent from SAIC and POET.

5.3 Supply 

(a) For the term of this Contract, the Company shall procure exclusively from POET, and POET shall supply to the Company, Optical Interposers designed for 100G/200G Optical Engines and for 400G Optical Engines. In the event that POET is unable to provide Optical Interposers to the Company, the Board shall decide unanimously to source Optical Interposers from a third-party supplier. Both Parties shall ensure that approval of sourcing from a third-party supplier by each director appointed by such Party is not unreasonably withheld or delayed. Relevant reasons to withhold approval may include unreasonable additional cost or substantial breach of commitments to Company’s customers caused by the procurement from such third-party supplier. The final selection of the third-party supplier shall be made by POET. Upon Board approval, POET shall license and qualify the third-party supplier of Optical Interposers for Optical Engines to the Company.

(b) For the term of this Contract, the Company shall procure from SAIC as the Company's preferred supplier Lasers, PDs and MPDs (each one "Component") on an agreed price, provided that (i) SAIC maintains adequate supply streams of the respective Component for the Company, and (ii) the Company’s customers do not require that the Company source the respective Component from other sources. Any sourcing of a Component, other than from SAIC, shall be subject to unanimous approval by the Board. Both Parties shall ensure that such approval of such sourcing other than from SAIC by each director appointed by such Party is not unreasonably withheld or delayed.