Miscellaneous Buy Up Option

MISCELLANEOUS BUY UP OPTION

RECITALS

WHEREAS, Grantor Name: (the "Grantor") is the owner or licensor of certain goods, services, or rights described herein; and

WHEREAS, Optionee Name: (the "Optionee") desires the right, under the terms set forth below, to acquire an expanded quantity, upgraded specification, or additional services (a "Buy Up") to the items or services set forth in the Scope of Work; and

WHEREAS, the parties agree to document the terms of the Buy Up Option and their respective rights and obligations in this Miscellaneous Buy Up Option (the "Option Agreement").

SCOPE OF WORK

BUY UP OPTION

1. Grant of Option. Grantor hereby grants to Optionee an exclusive option to effect a Buy Up to the optioned goods, services, or rights described in the Scope of Work. The Optionee may exercise the Buy Up Option by delivering written notice to Grantor in accordance with the Notices provision below within the Option Period.

2. Optioned Items and Pricing. Optioned Item(s):

Option Price (per unit or aggregate): $

Option Fee (if any, non‑refundable): $ — payable upon execution of this Option Agreement to secure the Optionee's rights.

PAYMENT TERMS

Purchase Price Allocation: Deposit $; Balance due $.

Late Payment. Any undisputed amount not paid when due shall accrue interest at or the maximum rate permitted by law, whichever is less. Optionee shall also be responsible for reasonable collection costs and attorneys' fees incurred by Grantor in collecting overdue amounts.

EXERCISE, CLOSING AND DELIVERY

Exercise Procedure. To exercise the Buy Up Option, Optionee must deliver written Exercise Notice to Grantor at Grantor's notice address no later than the expiration of the Option Period. Exercise Notice shall specify the quantity, configuration, and requested delivery or performance dates.

Closing. Following valid exercise, the parties shall close the purchase in accordance with the Payment Schedule. Delivery or performance shall occur at the times and places agreed in the Exercise Notice and, if applicable, documented in a delivery ticket, acceptance protocol, or similar confirmation.

TERM AND TERMINATION

Term Commencement Date: . Option Expiration Date: .

Termination for Convenience. Either party may terminate this Option Agreement upon written notice to the other party delivered no fewer than days prior to the effective termination date, provided that termination shall not affect obligations accrued prior to termination.

Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non‑public information disclosed by the other party (the "Disclosing Party") in connection with this Option Agreement, including pricing, technical specifications, business plans and customer information ("Confidential Information"). Confidential Information shall not include information that is: (a) publicly known through no fault of the Receiving Party; (b) rightfully received from a third party without breach of any obligation of confidentiality; or (c) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon written request or upon termination of this Option Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information, subject to retention required by law or reasonable backup procedures.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Option Agreement and that the execution and performance will not violate any agreement or law applicable to such party. Grantor further represents that it has the rights necessary to grant the Option described herein.

GOVERNING LAW

This Option Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

NOTICES

ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Option Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all its assets, provided that the assignee assumes the assigning party's obligations hereunder.

ENTIRE AGREEMENT

This Option Agreement, together with any exhibits or written schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

SEVERABILITY; REMEDIES

If any provision of this Option Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. The rights and remedies of the parties are cumulative and in addition to any rights or remedies available at law or in equity.

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