4. AGREEMENT: You agree to lease from us the goods ("Equipment") and, if applicable, finance certain software, software jicense(s), software components and/or professional services in connection with software
(collectively, the “Financed Items,” which are included in the word “Equipment” unless separately stated) from software [fcensor(s) and/or supplier(s) (collectively, the “Supplier, all as described in this Agreement and
in any attached schedule, addendum or amendment hereto (“Agreement’}. You sepresent and warrant that you wil use the Equipment for business purposes only. You agree to all of the terms and conditions
contained in this Agreement, which, with the acceplance certification, is the entire agreement hetween you and us regarding the Equipment and which supersedes any purchase order, invoice, request for proposal,
response of other related document. This Agreement becomes valid upon execution by us. The term shall start on the date we pay Supplier. Interim rent/due date adjustments will be in an amount equal to 1/30th of
the Payment, multiplied by the number of days between the Agreement starl date and the first Payment due date, if any provision of this Agreement is declared unenforceable, the other provisions herein shall remain
in full force and effect to the fullest extent permitted by law.
2, OWNERSHIP; PAYMENTS; TAXES AND FEES: We own the Equipment, excluding any Financed Items. Ownership of any Financed stems shail remain with Supplier thereof, You will pay all Paymeals, as
adjusted, when due, without notice or demand and without abatement, set-off, counterclaim or deduction of any amount whatsoever. If any pari ofa Paymentis more than 5 days fate, you agree to pay a late charge of
40% of the Payment which Js late or, ifless, the maximum charge allowed by law. The Payment may be adjusted proportionately upward or downward: (j} ifthe shipping charges or taxes differ from the estimate given
to you; and/or (il) fo comply with the tax laws of the state in which the Equipment is iocated. You shall pay all applicable taxes, asseasments and penalties related to this Agreement, whether levied or assessed on this
Agreement, on us (except on our income) or you, er on the Equipment, its lease, sale, ewnership, possession, use or operation. If we pay any taxes or other expenses that are owed hereunder, you agree lo relmburse
us when we requesi and fo pay Us a processing fee for each expense we pay on your behalf, You agree to pay us a fee of $35.00 for filing and/or searching costs required under the Unifonm Commerciat Code
("UCC") or other laws. You agree to pay us an origination fee of $99.00 for all closing costs, We may apply all sums received from you ta any ameunts due and owed to us under the terms of this Agreement. If for
any reason your check is returned for Insufficient funds, you will pay us a service charge of $30 or, if less, the maximum charge allowed by Jaw. We may make a profil on any fees, estimated tax payments and other
charges paid under this Agreement.
3, EQUIPMENT; SECURITY INTEREST: At your expense, you shall keep the Equipment: (i) in good repair, condition and working erder, In compliance with applicable laws, ordinances and manufacturers’ and
fagulatory standards; {i} free and clear of all tiens and claims; and {iii} at your address shown an page 1, and you agree not to move it unless we agree In writing, You grant us a security Interest ir the Equioment to
secure all amounts you owe us under any agreement with us, except amounts secured by land and buildings in addition to the Equipment. You authorize and ratify our filing of any financiag statement(s}. You will not
change your name, state of organization, headquarters or residence wilhout providing prior writlen notice to us. You will notify us within 30 days if your stale of organization revokes or terminales your exislence,
4, INSURANCE; COLLATERAL PROTECTION; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fully insured against all risk, wilh us named as lender's Joss payee, in an amount not less than
the full replacement value of the Equipment until this Agreement is terminated. You also agree to maintain liability insurance with such coverage and from such insurance carrier as shall be satisfactory 1o us and to
include us as an acdilional insured on the policy. You will provide written notice to us within 10 days of any modification or canceljation of your Insurance policy(s), You agree to provide us certificates or other
evidence of Insurance acceptable to us, if you do not provide us with acceptable evidence of property insurance within 30 days after the starl of this Agreement, we may, at our sole discretion, charge you a monthly
property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk and administrative and other costs, as would be furlher described on a etter from us to you. We may make a profit on this
program, NOTHING IN THIS PARAGRAPH WiLL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are nol responsible for, and you agree to hold us harmless and
reimburse us for and to defend on our behalf against, any claim for any loss, expense, liability or injury caused by or in any way selated to delivery, installation, possession, ownership, leasing, manufacture, use,
condition, inspection, removal, return or storage of the Equipment. All imdemnities will survive the expiration or termination of ihls Agreement. Yau are responsible for ary loss, thefl, destruction or damage to the
Equipment (‘Loss”), regardless of cause, whether or nol insured. You agree to promptly nolify us in writing of any Loss, Ifa Loss occurs and we have not otherwise agreed in writing, you will promptly pay 4 us the
unpaid balance of this Agreement, including any future Payments to the end of the term plus the anticipated residual value of the Equioment, both discounted to present value at 2%. Any proceeds of insurance will be
paid to us and credited against the Less. You authorize us to sign on your behalf and appoint us as your attomey-in-fact to endorse in your name any insurance drafis or checks Issued due to @ Loss,
5. ASSIGNMENT: YOU SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER, PLEDGE OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent. You shall not
consolidate or merge with or into any other entity, cistribute, sell or dispose of all or any substantial portion of your assets other than in the ordinary course of business, without our prior written consent, which shall not
be unreasonably withheld, and the surviving, or successor entity or the iransferee of such assets, as ihe case may be, shall assume all of your obligations under this Agreement by @ written instrument acceptable to
us. No event shall occur which causes or results Ina transfer of majority ownership of you while any obligations are outstanding hereunder. We may sell, assign, or transfer this Agreement without notice to or consent
from you. You agree that if we self, assign or transfer this Agreement, our assignee will have the same zights and benefits that we have now and will not have to perform any of aur obligalions, You agree that our
assignee will not be subject to any clalms, defenses, or offsets that you may have against us. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors
and assigns,
6, DEFAULT AND REMEDIES: You will be in default if; (i} you do not pay any Payment or other sum due to us or you fail to perform in accordance with the covenants, terms and conditions of this Agreement or any
other agreement with us or any of our affiliates: (ii) you make or have made any fafse statement or misrepresentation to us; (ill) you or any guarantor dies, dissalves, liquidates, terminates existence or is in bankruptcy;
{iv} you of any guarantor suffers a material adverse change in ifs financial, business or operating condition; or (v) any guarantor defaults under any guaranty for this Agreement. If you are ever in defaull, al our option,
we can cancel this Agreement and require that you pay the unpaid balance of this Agreement, including any future Payments to the end of term plus the anticipated residual value of the Equipment, both discounted to
present value at 2%. We may recover defaull interest on any unpaid amount at the rate of 12% per year. Concurrently end cumulatively, we may also use any remedies available to us under the UCC and any other
law and we may require that you immediately stop using any Financed llems. [f we lake possession of the Equipment, you agree 1o pay the costs of repossession, moving, slorage, repair and sale. The net proceeds
of the sale of any Equipment will be credited against what you owe us under this Agreement and you will be responsible for any deficiency. In the event of any dispute or enforcement of our rights under this
Agreement or any related agreement, you agree fo pay our reasonable attorneys’ fees (including any incurred before or at trial, on appeal or in any other proceeding), actual courl costs and any alher collection costs,
including any collection agency fee. WE SHALL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR CMISSION BY ANYONE.
Any delay or failure to enforce aur rights under {his Agreement will not prevent us trom enforcing any rights ala later time. You agree that this Agreement is a "Finance Lease" as defined by Arlicle 2A of the UCC and
your rights and remedies are governed exclusively by this Agreement. You waive all rights under sections 24-508 through 622 of the UCC. IFinterest is charged or collected in excess of the maximum lawful rate, we
will refund such excess ta you, which will be your sole remedy,
7. INSPECTIONS AND REPORTS: We have the right, al any reasonable time, to inspect the Equipment and any documents relating fo its installation, use, maintenance and repair. Within 30 days aéler our request,
you will deliver all requested information which we deem reasonably necessary to determine your current financial condition ard faithful performance of the terms hereof. Financial infermation wil generally not be
required unless your exposure with us exceeds $1,000,000, Unless clherwise accepted by us, each financial statement shall be prepared in accordance with generally accepted accounting principles consistently
applied and shall fairly and accurately present your financial condition and resulls of operations for the period to which it pertains. You authorize us to cblaln credit bureau repor's for credit and collection purposes and
{o share them with our affiliates and agents.
8. END OF TERM: Unless the purchase option is $1.00, at the end of the initial term, this Agreement shall renew for successive 12-month renewal term(s) under the same terms hereof unfess you send us written
nolice between 90 and 150 days before the end of the inital term or al feast 30 days belore the end of any renewal term that you want fo purchase or return the Equipment, and you timely purchase or return the
Equipment. You shall continue making Payments and paying all olher amounts due until the Equipment is purchased or returned. As long as you have given us the required written notice, if you do not purchase the
Equipment, you will retum all of the Equipment to a Tocation we specify, at your expense, in retail re-saleable condition, full working order and complete repair. YOU ARE SQLELY RESPONSIBLE FOR REMOVING
ANY DATA THAT MAY RESIDE IN THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO HARD DRIVES, DISK DRIVES OR ANY OTHER FORM OF MEMORY.
9, USA PATRIOT ACT NOTICE: To help the government fight the funding of tervarism and money laundering activities, federal law requires all financial institulions to obtain, very, and record information that
identifies each customer who opens an account. When you enter into a transaction with us, we ask for your business name, address and other information that will allow us 40 identify you. We may also ask to see
other documents that substantiate your business identity,
40, MISCELLANEOUS: Unless cthervise stated in an addendum hereto, the parties agree that: (i} this Agreement and any elated documents hereto may be authenticated by electronic means; (f) the “original” of
this Agreement shall be the copy thal bears your manual, facsimile, scanned or electronis signature and that also bears our manually signed signature and is held by us; and (ii) to the extent this Agreement constitutes
chattel paper (as defined by the UCC), a security interest may only be created in the original. Notwithstanding the foregoing, (j) for evidentiary purposes, any faxed, scanned or electronic copy of this Agreement may
be considered the original, and you waive the right to challenge in court the authenticity or binding effect of any such copy or signature thereon; and (ji) we reserve the right to require you to sign any instrument
macually and to deliver to us an original of such decument, You agree to execute any further documents that we may request 49 carey out the intents and purposes of this Agreement. All notices shall be mailed or
delivered by facsimile transmission or overnight courier to the espactive parties at the addresses shown on this Agreement or such other address as a party may provide in writing from time fo time. By providing us
with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving communications, including but rot limited
to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system, fom us and our affiliates and agents at that number. This express consent applies to each
such ‘elaphone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider. You authorize us to make
non-material amendments {including completing and conforming the description of the Equipment} on any document ia connection with this Agreement. Unless staled otherwise herein, all other modifications {o this
Agreement must be in writing and signed by each party or in a duly authenticated electronic record. This Agraement may not be modified by course of performance.
41. WARRANTY DISCLAIMERS: WE ARE LEASING THE EQUIPMENT TO YOU “AS-IS.” YOU HAVE SELECTED SUPPLIER AND THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. WE DO NOT
TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT, SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF SUPPLIER, AND NOTHING
SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATIONS HEREUNDER. YOU WILL MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST
ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT.
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY,
ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND
ANY FINANCED ITEMS. SO LONG AS YOU ARE NOT JN DEFAULT UNDER THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US.
42. LAW; JURY WAIVER: This Agreement will be governed by and construed in accordance with Minnesota law. You consent te jurisdiction and venue of any stale or federal courl in Minnesota and walve the
defense of inconvenient forum. For any action arising out of or relating to this Agreement er the Equipment, BOTH PARTIES WAIVE ALL RIGHTS TO A TRIAL BY JURY.
24942 Page 2 of2 . Rev. 08/01/2017
