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TERMS OF AGREEMENT (continued)
<br />8. PRODUCTS DELIVERY AND USE. You understand and agree that we are not responsible for packaging,
<br />delivery, installation or testing of the Products. You (and/or the Vendor, if you have made such arrangements
<br />with the Vendor) are responsible for all such matters. You agree that you will not have any complaint against us
<br />if the Vendor or any other person improperly packages the Products or delays in delivering or installing them.
<br />YOU REPRESENT TO US THAT THE PRODUCTS WILL BE USED ONLY FOR COMMERCIAL, BUSINESS
<br />OR AGRICULTURAL PURPOSES, AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. In
<br />addition, you agree not to attach the Products to any realty or otherwise permitto become a'Yature" to real estate
<br />or a structure thereon, nor will you trade it in, make alterations to it, sell or dispose of it without our prior written
<br />permission You shall not allow any liens or encumbrances (for example, a mechanic's lien) to be placed on the
<br />Products. You will keep and use the Products only at the address listed above, will not move or return them prior
<br />to the end of the Agreement term and will not allow the Products to be used outside of the United States.
<br />9, MAINTENANCE AND SERVICE. ANNUAL ADJUSTMENTS. You agree that we are not responsible for
<br />installation, maintenance, repairs or service to the Products. You agree to use the Products strictly in the
<br />manner for which it is intended by the manufacturer, and you shall maintain the Products in good operating
<br />order. At the end of the term of the Agreement unless you have been given a written option to purchase the
<br />Products and you make the purchase, you will be liable for all damage or distress to the Products. Your
<br />Payments may include amounts you owe to the Vendor under a separate maintenance, service and/or supply
<br />arrangement. We may invoice such amounts on the Vendor's behalf for your convenience. You agree that any
<br />claims related to maintenance, service or supplies will not impact your obligation to pay us the full amount due
<br />under the Agreement. At any time after 12 months from Commencement and for each successive 12-month
<br />period thereafter during the Term, We may increase your Payment and the Excess Image Charges by a
<br />maximum of fifteen percent (15%) of the then current Payment and You agree to pay such increased amounts.
<br />10, AGREEMENT ASSIGNMENT; SUBLEASE OF PRODUCTS. You agree that you may not assign, transfer
<br />or sell any of your rights or interests under the Agreement to any other person or entity, nor may you sublease
<br />or rent any of the Products to any other person or entity. However, you agree that we may assign, transfer, sell,
<br />pledge or otherwise encumber any or all of our rights and interests under this Agreement (including our rights
<br />and interests in the Products) to any other person or entity (including a bank or other secured party or a buyer)
<br />(collectively, a 'third partyl without prior notice to you. Such third party may also assign, transfer, sell, pledge or
<br />otherwise encumber its rights and interests. In this event, you agree that such third party, or its assignee or
<br />transferee, will receive all the rights and interests we had under the Agreement but none of our obligations or
<br />liabilities, if any. We will continue to be responsible for all such liabilifies and will retain and horror all such
<br />obligations, if any. You promise and agree that you will not assert any claims, counterclaims, defenses orsetoffs
<br />against such third party. You hereby acknowledge that any transfer of our rights and/or interests to a third party
<br />would not materially change your obligations under the Agreement or increase your risks.
<br />11. DAMAGE TO PRODUCTS; RISK OF LOSS OF PRODUCTS; INSURANCE. You agree thatwe are not liable
<br />or responsible for any damage to the Products, or any loss of or casualty to the Products from any cause
<br />whatsoever. NO SUCH DAMAGE, CASUALTY OR LOSS WILL AFFECT YOUR RESPONSIBILITIES AND
<br />OBLIGATIONS UNDER THE AGREEMENT. You will notify us in writing within 5 days of any Products becoming
<br />lost, stolen or damaged. If any Products are lost, stolen, destroyed, damaged beyond repair or rendered
<br />permanently unfit for use for any reason, or in the event of condemnation or seizure of any Products, you will
<br />promptly pay us, within 10 days of our demand, an amount equal to PEAC's Loss as defined in Section 17 with
<br />respect to such item at the time of payment based on the proportion that the original cost of such item bears to
<br />the total costof all items of Products. Upon paymentof such amountto us, such item shall become your property,
<br />we will transfer to you, without recourse or warranty, all of our right, title and interest therein, the rent with respect
<br />to such item will terminate, and the rental payments on he remaining items will be reduced accordingly. You
<br />shall pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received will
<br />be credited to your obligation under this section and you will be entitled to any surplus. Whenever the Products
<br />are damaged and such damage can be repaired, you shall, at your expense, promptly effect such repairs as we
<br />deem necessary for compliance with section 10 above. You must maintain acceptable liability insurance with a
<br />minimum limit of $1 million peroccurrence naming us as "additional insured". You must keep the Products insured
<br />against all risks of loss in an amount equal to he replacement cost and have us listed on the policy as loss
<br />payee" with a Lender's Loss Payable endorsement for the entire term of the Agreement If you do not give us
<br />proof of the required insurance within 30 days after the Agreement commences (or within 30 days of any
<br />subsequent renewal date), hen depending on the original cost of he Products we may, but are not obligated to,
<br />obtain insurance to cover our interests and charge you a fee for such coverage (including a monthly
<br />administration fee and a profit to us). You can cancel the insurance coverage fee at any time by delivering he
<br />required proof of insurance.
<br />12. TAXES AND CERTAIN FEES RELATING TO THE AGREEMENT OF THE PRODUCTS. You agree and
<br />understand thatthe amounts we are charging you to rent the Products do NOT cover taxes, governmental fees
<br />and similar types of costs. Accordingly, you agree to pay us upon demand for all taxes (including but not limited
<br />to sales, property, use and other taxes), administrative costs and other charges and fees relating to this
<br />Agreement or to the use or ownership of he Products. We may adjust this Agreement and the monthly (or other
<br />periodic) Payment amount to finance for you any taxes due at Agreement inception. We may bill you based on
<br />our estimate of the taxes or based on actual assessments we receive. We may charge you an annual property
<br />tax administration fee up to $25. If we gave you a $1,00 purchase option, we may require you to file all personal
<br />property tax returns. Youagree heestimation may resultin a profitto us.
<br />13. TITLE TO THE PRODUCTS. You agree that he Products are and will remain throughout the term of the
<br />Agreement solely our property. We will have title to he Products throughout he term, and this is a true lease."
<br />You hereby grant us a first priority security interest in the Products, and you authorize us and our agents to file
<br />Uniform Commercial Code Financing Statements recording such security interest (in case this is later determined
<br />not to be a "true lease").
<br />14. YOUR REPRESENTATIONS TO US. The person signing this Agreement on behalf of the customer hereby
<br />represents and warrants to PEAC that: This Agreement has been authorized by any and all action required of
<br />the corporation, partnership, limited liability company or other form of business (whichever applies in your case),
<br />and no consent of any other person or entity is necessary; the Customer entity has complete power to enter into
<br />this Agreement, and the person signing on behalf of the Customer has been authorized to do so; the Agreement
<br />is a legal, valid and binding obligation of the Customer entity, and enforceable against the Customer in
<br />accordance with is terms; all factual statements made in this Agreement and all other information supplied to us
<br />by the Customer entity or your representatives, is accurate and complete in all material respects. All prior
<br />conversations, agreements and representations relating to this Agreementor the Products are integrated herein.
<br />You will promptly execute and deliver to us such further documents and take such further action as we may
<br />request in order to carry out more effectively the intent and purpose of this Agreement.
<br />15. DEFAULT DEFINED. You will be in default under this Agreement if any of the following evens occur(a) you
<br />fail to make any rental Payment or pay any other amount due under this Agreement by its due date; (b) you fail
<br />to comply with any other term or condition of this Agreement or any other agreement between us, or fail to perform
<br />any obligation imposed upon you relating to this Agreement or any such other agreement; (c) you become
<br />deceased (if the Customer entity under this Agreement is one or more natural persons), go outof business, admit
<br />your inability to pay your debts as they fall due, become insolvent, make an assignment for the benefit of your
<br />creditors, file (or have filed against you) a petition in bankruptcy, a trustee or receiver of your business asses is
<br />appointed, or you sell all or substantially all of such assets; (d) you allow a controlling interest in the Customer
<br />(you) to be sold, transferred, or assigned to any person(s) or enfity(ies) other than those who hold a controlling
<br />interest as of the date hereof whether by merger, sale or otherwise; (e) you enter into any merger or
<br />reorganization in which the Customer is not the surviving entity; or (f) you allow a Blocked Person to have
<br />ownership interest in or control of Customer. "Blocked Person" means any person or entity that is now or at any
<br />time (A) on a listof Specially Designated Nationals issued by the Office of Foreign Assets Control ("OFAC") of the
<br />United States Department of the Treasury or any sectoral sanctions identification list, or (8) whose property or
<br />interests in property are blocked by OFAC orwho is subject to sanctions imposed by law, including any executive
<br />orderofanybranch ordepartmentoftheUnited States govemmentor(C)otherwise designated by the United States
<br />or any regulator having jurisdiction or regulatory oversight over PEAC, to be a person with whom PEAC is not
<br />permitted to extend credit to or with regard to whom, a Customer relationship may result in penalties against PEAC
<br />or limitations on a lessor's ability to enforce a transaction. A default of this Agreement will constitute a default of all other
<br />Agreements you have with us, and a default in any other agreement you have with us will constitute a default of this
<br />Agreement.
<br />16. OUR REMEDIES UPON DEFAULT. In the event you default under this Agreement, as defined above, we
<br />will have the right to take ANY OR ALL of the following actions, in addition to any and all other remedies that
<br />may be available to us under law, (a) terminate the Agreement without prior notice or warning to you; (b)
<br />directly debit, via the Automated Clearing House (ACH) system, any Payment(s) due or amounts owed to us
<br />from any bank aocount(s) we have on file for you or that you may provide us with from time to time and, in
<br />doing so, you agree to be bound by NACHA Operating Rules; (c) file a lawsuit against you to collectthe PEAC's
<br />Loss. "PEAC's Loss" means the sum of (1) all past due rent Payments then due plus (2) all rent Payments that
<br />will become due in the future during the unexpired term discounted from the dates the respective rent Payments
<br />would be due at a discounted rate of 3%per annum, plus (3) the "residual value" of the Products as determined
<br />by us in our sole but reasonable judgment, plus (4) all other fees, charges or amounts that are then due. You
<br />agree to pay all of our reasonable legal costs, including but not limited to reasonable attorney's fees, and/or
<br />reasonable overhead for employee time spenton preparing for suitor attempting to collect Payments; and/or
<br />(d) repossess or disable the Products or apply to a court for an order allowing repossession. In this event, you
<br />agree that, after the Products are repossessed or disabled, you will have no further rights in the Products, and
<br />you agree we may resell, re -lease or otherwise remarket the Products without notice to you. You agree (and
<br />you waive any rights that may provide to the contrary) that we will NOT be required to disable, repossess,
<br />resell, re -lease or otherwise remarket the Products at any time, and that our failure to do so will not affect our
<br />other rights of collection and other rights under this Agreement or under law. No delay or omission on our part
<br />in exercising any rights hereunder shall operate as a waiver of any of our rights and a waiver on any one
<br />occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. No waiver
<br />or consent shall be binding upon us unless it is in writing and signed by us.
<br />17. PERSONAL JURISDICTION OVER YOU IN PENNSYLVANIA, PLACE FOR ANY LAWSUIT. You hereby
<br />acknowledge that this Agreement was accepted by us in Pennsylvania, where we maintain an office, and it did
<br />not take effect until we received the executed legal documents in our Pennsylvania office. Accordingly, YOU
<br />AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
<br />PENNSYLVANIA. YOU AGREE THAT ANY SUIT RELATING TO THIS AGREEMENT SHALL BE BROUGHT
<br />IN A STATE OR FEDERAL COURT IN PENNSYLVANIA, AND YOU IRREVOCABLY CONSENT AND SUBMIT
<br />TO THE JURISDICTION OF SUCH COURTS AND WAIVE ANY CLAIM THAT ANY SUCH COURT IS AN
<br />INCONVENIENT OR IMPROPER FORUM. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Any
<br />action by you against us must be commenced within one year after the cause of action arises or be forever
<br />barred. We and you have agreed that a scanned, facsimile or electronic copy of this Agreement and of the
<br />signatures of both parties shall be as valid, authentic and legally binding as an original version for all purposes and
<br />shall be admissible in court as final and conclusive evidence ofths transaction and the execution of the Agreement
<br />Our copy of this Agreement will be deemed chattel paper and evidence your monetary obligation to us. Any written
<br />notice hereunder to Customer or PEAC shall be deemed b have been given when delivered personally or deposited
<br />with a recognized overnight courier service or in the United Stabs mail, postage prepaid, addressed to recipient at
<br />is addresssetforh on the firstpage ofths Agreement orasuch other address as may be lastknown to the sender.
<br />18. TAX BENEFITS BELONG TO PEAC. The following applies to this Agreement UNLESS, at the
<br />commencement of this Agreement, we execute and deliver to you a document signed by an executive officer
<br />of PEAC giving you the option at the end of he Agreement term to purchase the Products for one dollar ($1.00):
<br />For all state, federal and local tax purposes, we (or our successors and assigns) are the sole owner of the
<br />Products and we are entitled to all tax benefits relating to the Products, including but not limited to tax credits,
<br />depreciation and deductions. You agree not to do anything that is inconsistent with our ownership of the
<br />Products. You agree not to claim to be he owner of the Products on any tax returns or in any other document
<br />or for any other purpose. If you do anything or file anything that causes us to lose any such tax benefit
<br />contemplated above, or if we suffer any harm, damage, cost, loss, liability (for example, if interest or tax
<br />penalties are imposed against us), or ifany suitor proceeding is brought against us, arising out of your breach
<br />of any of the agreements you have made in this section, you agree to hold us harmless, defend us and
<br />indemnify (reimburse or pay) us with respect to the amount of such lost benefits or other damage, loss, cost
<br />(including reasonable attorneys fees) or liability. This duty to indemnify us shall survive the termination of this
<br />Agreement.
<br />19. OTHER INDEMNIFICATION. You understand that we have no control over your use of the Products and for
<br />he amount of rent we are charging we cannotagree to acceptany financial, liability or other risks relating to he
<br />use or ownership of the Products. Accordingly, you agree to hold us harmless, indemnify (pay or reimburse) and
<br />defend us against all claims, liabilities, losses, suits, proceedings, damages, costs (including reasonable legal
<br />fees) relating to this Agreement or to the use or ownership of the Products, including but not limited to claims for
<br />death or injury to persons and claims for property damage. This duty to indemnify shall survive the termination
<br />of this Agreement.
<br />20. RETURN OF THE PRODUCTS; RENEWAL. You may purchase all of he Products for he Products
<br />Purchase Option amount above. Unlessyour Products Purchase Option is $1.00, you will give us written notice
<br />by certified mail between 60 and 150 day before the expiration of he initial Agreement term (or any renewal
<br />term) of your intention to return he Products or purchase the Products. After you have (i) paid all amounts
<br />owing under he Agreement and (ii) given us the proper and timely notice, then at the end of the Agreement
<br />Term, you shall return the Products pursuant to he instructions we provide to you. You are responsible for the
<br />cost to return he Products. You agree to reimburse us for our costs to refurbish returned Products for damage
<br />beyond normal wear and tear. You are solely responsible for removing all dataAmages stored on the Products
<br />prior to is return. If you fail to notify us as provided herein, this Agreement will extend on a month -to -month
<br />basis, until you have given at least 30 days written notice of your intention to return or purchase the Products.
<br />21. FISCAL FUNDING. You warrant that you have funds available to pay all Payments payable under this Agreement
<br />until the end of your current appropriation period. If your legislative body or other funding authority does not appropriate
<br />funds for the Paymens for any subsequenIappropdatbn period and you do not otherwise have funds available to
<br />lawfully pay he Payments (A Un-Appropdation Evenill you may, subject to the conditions herein and upon prior written
<br />notice to us (he "Non -Appropriation Notice"), effective 60 days after our receipt of such notice, terminate the Agreement
<br />and be released of Is obligations to make all Payments die b us after the Non -Appropriation Event dab. As a condition
<br />for exercising your rights under this Section you shall provide to us: (a) a cedification of a responsible official that a Non -
<br />Appropriation Event has occurred, (b) deliver to us an opinion of your counsel addressed b us verifying that the Non -
<br />Appropriation Event as set forth in the Non -Appropriation Notice has occurred, (c) return the Products subject to this
<br />Agreement on or before the Non -Appropriation Event dab to a location designated by us, in the condition required by,
<br />and in accordance with the return provisions of, this Agreement and at your expense, and (d) pay us all sums due and
<br />outstanding to us under the Agreement up to the Non -Appropriation Event date. In the event of any Non -Appropriation
<br />Event we shall retain all sums paid by you, including any advance rentals. This Section is not intended b permit you to
<br />terminate th is Agreement at will, for convenience or for any other reason exceptnon-appropriation.
<br />22. Communication via Phone and Email. By providing a telephone number Qandline and cell) and email
<br />address, You authorize PEAC, is affiliates and agents to contact You using any means of communication, including
<br />calls placed to your cellular telephone, using an automatic dialer, prerecorded messages or SMS text messages,
<br />and emails regarding any current or future payments owed to PEAC, or marketing and promotional information
<br />regarding products from PEAC, its affiliates or partners.
<br />0008-4.2025 Lease OEG -Cost Per Image Page 2 of 2
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