Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AMEMDMENT NO. 1 TO FABRICATION AND SERVICES AGREEMENT
WHEREAS: Myomo Inc. (the Company and Geauga Rehabilitation Engineering, Inc. (GRE) entered into a Fabrication and Services Agreement (the Agreement) dated January 21, 2021, effective January 1, 2021, which provides for the Company to purchase fabrication and other services (the Services) from GRE through December 31, 2021; and
WHEREAS: The Company wishes to extend the Agreement to March 31, 2022 (Termination Date) and GRE wishes to continue providing the Services.
THEREFORE: The parties agree to amend the Agreement (the Amendment) as follows:
Section 3 Billing Volume Guarantee is amended to state:
The Company guarantees GRE $495,000 of revenue for the twelve (12) month period ending December 31, 2021 (the Annual Guarantee). Should monthly billings for materials, fabrication and other services be less than $41,250 (the Monthly Guarantee), GRE shall be entitled to charge the Company for the difference (the Guarantee True-Up) between the Monthly Guarantee and actual billings to the Company for the month. Any Guarantee True-Up amounts billed shall be payable within 30 days and applied to the Annual Guarantee. This Amendment shall not be construed to extend the term of the Annual Guarantee.
The Company will extend to GRE the Monthly Guarantee for each month in the period January 1, 2022 through March 31, 2022. The Company shall provide GRE 30-day notice of an expected reduction in orders, GRE may reduce technical staff accordingly upon Companys written request of such reduction. Thirty (30) days after such written notice, the Monthly Guarantee shall be reduced by .
Section 3 Billing GRE Price and Fee Changes is amended to state:
Notwithstanding anything to the contrary contained herein, any and all prices or fees for any services, products or work to be performed pursuant to this Agreement may be adjusted in the event that GREs costs and/or expenses related to such services, products, or work increases by five percent (5%) during the Term or any such cost and/or expense increases directly result from COVID-19. Any such changes to prices or fees herein shall be effective upon prior written notice to the Company.
For clarity, GRE will invoice the Company each month per week per technician used by GRE to compensate for higher labor costs. each of the four technicians incentive pay in that month, effective starting from September 15, 2021, through the term of this Amendment. Amounts billed shall be payable within 30 days.