Hardware & Software Terms

Hardware Purchase and Return Merchandise Policy

General:

All hardware purchase orders are final sale and cannot be cancelled once the order is confirmed
Defective handsets can be returned within the manufacturer’s warranty period for replacement
Used hardware buyback options are available upon inquiry: [email protected]
Hardware leasing options are available upon inquiry: [email protected]

To initiate RMA process for returns within manufacturer’s warranty period:

Request an RMA # from BlueCloud Support at [email protected]
DO NOT ship back the product until you have an RMA # and confirmation from BlueCloud

Shipping Instructions:

Products must be within manufacturer’s warranty in order to eligible for a replacement.
All original parts and materials (cords, connectors, cables, power supplies, etc.) must be included or a fee will be charged.
The product must be packed properly in a shipping box, with the RMA # visible on the outside.
Customer is responsible for return shipping costs. Replacement shipping will be free.
Product must be returned within 10 business days of receiving an RMA number.

Software Purchase Policy

All Software purchases are Final Sale. This includes, but is not limited to soft phone license key purchases.

Hardware Leasing Policy

Refer to Master Equipment Lease Agreement Below for all terms and conditions.
Customer, hereby referred to as Lessee agrees to pay the recurring monthly charge(s) for all leased hardware as outlined in the End User License Agreement with BlueCloud Communications, LLC. (Lessor) and for any and all additional leased hardware throughout the term of services with Lessor. Lessee is responsible for any and all damage to leased hardware unless damage is deemed defective and covered under the manufacturer’s warranty. If Lessee cancels Lessor voice services at any given time, provided all monies due and payable by Lessee have been received and no default has occurred, Lessee must return equipment to Lessor within 30 days of cancellation. Lessee must return all leased hardware and accessories to Lessor. Lessee is responsible for any return shipping costs associated with returning the leased hardware to Lessor.
From the date of this commitment, there shall not have occurred, in the Lessee’s sole discretion, any material adverse changes in the Lessee’s financial condition. Lessor retains the right to delay or to cancel lease if such adverse changes have impacted or may impact Lessee’s payment capability.
Refer to Master Equipment Lease Agreement Below for all terms and conditions.

Master Equipment Lease Agreement (Hardware Lease Agreement for Refurbished and New Hardware Leases through DataSales Leasing Company)

LEASE:

BlueCloud Communications, LLC. (“Lessor”), by its acceptance hereof at its home office, agrees to lease to Lessee and Lessee agrees to lease from Lessor, in accordance with the terms and conditions hereinafter set forth, the items of equipment and other property (the “Equipment”) described in each End User License Agreement (“EULA”) (“End User License Agreement (“EULA”)”) in the form of Exhibit ”A” attached hereto, executed from time to time pursuant to this Master Equipment Lease (“Master Equipment Lease”). Each End User License Agreement (“EULA”) shall incorporate the terms of this Master Equipment Lease and shall constitute a separate and enforceable lease of the Equipment described in such End User License Agreement (“EULA”). Any reference to the “Lease” shall mean each such End User License Agreement (“EULA”) (including all amendments, addenda or riders thereto) to the extent it incorporates this Master Equipment Lease. In the event of any conflict between the terms of an End User License Agreement (“EULA”) and the terms of this Master Equipment Lease, the terms of the End User License Agreement (“EULA”) shall prevail.

DEFINITIONS:

The “Installation Date” means the date determined in accordance with the End User License Agreement (“EULA”).
The “Commencement Date” means the first day of the month following the Installation Date, unless the Installation Date occurs on the first day of a month, in which case the Commencement Date shall be the Installation Date.
The “Equipment” means the equipment, machines, devices, features and other items listed in each End User License Agreement (“EULA”) executed pursuant hereto and hereby made a part hereof.
The “Term” shall mean, with respect to each End User License Agreement (“EULA”), on the period starting on the Commencement Date and continuing for the number of full months set forth in such EULA, and any renewal thereof.

TERM OF LEASE:

The term of the Lease as to Equipment designated on the End User License Agreement (“EULA”) shall begin on the Installation Date in accordance with the End User License Agreement (“EULA”), and shall continue for an initial period ending that number of months from the Commencement Date as is specified on the End User License Agreement (“EULA”) (the “Initial Term”). THE LEASE IS NON-CANCELABLE FOR THE INITIAL TERM and Lessee has no right of prepayment unless such right is specifically granted to Lessee in the End User License Agreement (“EULA”).

Except as otherwise provided in the End User License Agreement (“EULA”) or any amendment thereto, Lessee or Lessor may terminate the Lease at the expiration of the Initial Term by giving the other at least two (2) months prior written notice of termination. If neither party gives such notice, then the term shall automatically be extended on the same rental terms for successive periods of one (1) month until terminated by either Lessee or Lessor giving the other at least two (2) months written notice of termination.

RENTAL PAYMENTS:

The monthly rental payments for each item of Equipment (the “Monthly Rental Payments”) shall be set forth in the applicable End User License Agreement (“EULA”), shall begin to accrue on the Installation Date of the Equipment and shall be due and payable by Lessee in advance on the first day of each month. If the Installation Date does not fall on the first day of the month, the rental for that period of time from the Installation Date until the first day of the succeeding month shall be a pro rata portion of the Monthly Rental Payment, calculated on a 30-day basis, due and payable on the Installation Date. Lessee shall pay a late charge on all Monthly Rental Payments unpaid after the due date thereof equal to one and one-half percent (1-1/2%), or the highest rate permissible by law, whichever is less.

NET AND NON-CANCELABLE LEASE:

This is a net Lease and Lessee’s obligation to pay the rent and other amounts due hereunder is unconditional and not subject to abatement, reduction or set off, defense, counterclaim or interruption of any kind. The Lease is a non-cancelable lease and will not terminate in the event of any damage to or destruction of the equipment. The lease may be terminated only as expressly provided herein. To the extent permitted by law, Lessee waives the right to (i) cancel the Lease; (ii) repudiate the Lease; (iii) revoke acceptance of the equipment; (iv) recover damages from Lessor for any breaches of warranty or for any other reasons; (v) grant a security interest in the equipment to a third party; (vi) deduct from rents all or any part of claimed damages resulting from Lessor’s default, if any.

The term of this Master Lease shall commence on the date set forth above and shall continue in effect thereafter until the later of such time as it is terminated as provided herein, including through execution of a superseding Master Lease, or the termination of all Schedules executed pursuant to this Master Lease. Unless otherwise set forth in a Schedule, written notice of Lessee’s termination of each Schedule shall be provided to Lessor at least three (3) months prior to the expiration of the Term of such Schedule. In the event that Lessee’s written notice is not received by Lessor as specified herein, the terms of the lease related to such Schedule shall be (i) extended for additional three (3) month periods at the then existing Basic Rental (which three (3) month periods shall be deemed to be part of the Term) until terminated, or (ii) at Lessor’s option, be terminated at the end of the Term or any three (3) month period thereafter. Any notice of termination by Lessee may not be revoked without the consent of Lessor.

4. RENTAL:

(a) Lessee shall pay to Lessor as rental for the Equipment leased

PAYMENT OF TAXES:

Lessee shall also pay all taxes, however designated, which are levied or based on the Lease, the Equipment or its purchase, use, lease, operation, control or value, including, without limitation, personal property taxes, state and local privilege or excise taxes based on gross revenue, and any penalties or interest in connection therewith, or taxes or amounts in lieu thereof paid or payable by Lessor or Lessee in respect of the foregoing, but excluding taxes based on Lessor’s net income. Charges for taxes, penalties and interest, if any, shall be promptly paid by Lessee. In the event Lessee defaults in the payment of any such tax, Lessor may pay such tax and shall be promptly reimbursed by Lessee, with interest (plus attorneys’ fees and costs if any) as additional rent.

ARTICLE 2A LEASE; DISCLAIMER OF WARRANTIES:

This Lease is a true lease, which is a “finance lease”, as that term is defined under Uniform Commercial Code (“UCC”) Article 2A-103. Lessor has not selected, manufactured or supplied the Equipment. Lessee has selected the Equipment from the manufacturer, supplier or distributor of the Equipment (the “Vendor”). Lessor acquired the Equipment or the right to possession and use of the Equipment only in connection with this Lease. Either Lessee has assigned to Lessor its acquisition agreement for the Equipment on or before signing this Lease or Lessee’s approval of the contract evidencing Lessor’s purchase of the Equipment is a condition to the effectiveness of this Lease (and Lessee’s execution of this Lease evidences its approval of said contract). Lessor hereby informs Lessee that Lessee may have rights under the contract evidencing Lessor’s purchase of the Equipment and advises Lessee to contact the Vendor for a description of any such rights. If Lessee has entered into any acquisition agreement with Vendor, Lessee shall perform all of the obligations set forth therein as if this Lease did not exist.

LESSOR HAS NOT MADE AND MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY WHATSOEVER HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, OR OTHERWISE, REGARDING THE EQUIPMENT OR ANY PART OR THE DESIGN, QUALITY, OPERATION OR CONDITION THEREOF OR WITH RESPECT TO PATENT INFRINGEMENT OR THE LIKE. Lessor hereby grants, transfers and assigns to Lessee during the term of this Lease all of its right, title and interest in any express or implied warranties, indemnities or service agreements of the Vendor which are assignable by Lessor. Lessor shall permit Lessee, as Lessee’s sole remedy, to enforce any such representation, warranty, indemnity or service agreement against the Vendor in the name of Lessor, and not against Lessor or Assignee (as hereinafter defined).

Lessee acknowledges that it is not relying on Lessor’s skill or judgment to select or furnish goods suitable for any particular purpose and that there are no warranties which are not contained in this Lease. LESSOR SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, arising out of or in connection with the performance of the Equipment or the use thereof by Lessee and shall not be liable for any special, incidental or consequential damages, arising out of or in connection with Lessor’s failure to perform its obligations hereunder. Upon written request from the Lessee, Lessor shall take all reasonable action requested by Lessee to enforce any manufacturer’s warranty express or implied, relating to the condition or performance of the Equipment which is enforceable by Lessor in its own name, provided, however, that Lessor shall not be obligated to resort to litigation to enforce any such warranty unless Lessee shall pay all expenses incurred in connection therewith. Similarly, if any such warranty shall be enforceable by Lessee in its own name, Lessee shall take reasonable action requested by Lessor to enforce any such warranty. Lessee shall indemnify and hold Lessor and its assigns harmless from any liability, claim, loss, damage or expense (including reasonable attorneys’ fees) of any kind or nature caused, directly or indirectly by (1) inadequacy of any Equipment for any purpose, (2) any deficiency or defect in any Equipment, (3) the use or performance of any Equipment, (4) any interruption or loss of service, use or performance of any Equipment, (5) any patent, copyright, or other infringement, or (6) any loss of business or other consequential damage whether or not resulting directly from any or all of the above. Lessee acknowledges that it has made the selection of the Equipment based on its own judgment, and expressly disclaims any reliance upon statements made by Lessor. Lessee acknowledges that Lessor has made no statements or representations upon which Lessee is relying in leasing the Equipment, and that this Lease contains all agreements and understandings between the parties.

RISK OF LOSS:

Lessor shall not be responsible for, nor shall the Monthly Rental Payments or other sums due hereunder abate for any reason, including, but not limited to, any interruption in or loss of the service or use of the Equipment or any part thereof, or any loss or damage caused thereby, or by error in programming or instruction to the Equipment, latent defect, wear and tear, or gradual deterioration of the Equipment or any part thereof.

Lessee assumes and shall bear the entire risk of partial or complete loss, theft, damage, destruction or other interruption or termination of use of the Equipment from any cause whatsoever, from the date of delivery of the Equipment to Lessee until the Equipment is returned to and received by Lessor.

During the term of the Lease, and until the Equipment is redelivered to Lessor, Lessee shall be liable for the prompt repair of the Equipment at its sole expense. If the Equipment or any portion thereof is lost, stolen, destroyed or damaged beyond repair, Lessee, at its option, will (i) continue to make the Monthly Rental Payments, and, at Lessee’s sole expense, replace the Equipment with equipment of identical manufacture and equal or greater capacity, utility and residual value to that of the Equipment replaced (in which case Lessee will transfer title to the replacement Equipment to the Lessor free of all liens, claims and encumbrances), or (ii) pay Lessor on the next Monthly Rental Payment date following the loss, theft, damage or destruction of the Equipment an amount equal to the replacement value or the minimum casualty value, whichever is greater, attached to the applicable End User License Agreement (“EULA”) for such Equipment in effect on the date of the loss, theft, damage or destruction thereof and all rent accrued on such Equipment up to the date of payment and all other amounts then due in connection with such Equipment. Upon such payment, the End User License Agreement (“EULA”), or portion thereof, as applicable, will terminate with respect to the Equipment so paid for, and Lessor will transfer full ownership and title to such Equipment to Lessee, free of liens, claims and encumbrances created by Lessor.

INSURANCE AND INDEMNITY:

Lessee shall at all times during the term of this Lease, at its own expense, maintain: (A) all-risk property damage insurance covering the Equipment in an amount not less than the greater of (i) the replacement value of the Equipment, or (ii) the minimum casualty value of such Equipment as set forth in the End User License Agreement (“EULA”), and (B) public liability coverage in such amounts, and with such companies as are in general usage by companies owning or operating similar property and engaged in a business similar to Lessee’s. The insurance required by this Section 9 may be obtained by Lessee by endorsement on any blanket insurance policies maintained by Lessee or its parent. All insurance so maintained shall provide for a thirty-day (30) prior written notice to Lessor and Assignee of any cancellation or reduction of coverages and an option in favor of Lessor or Assignee to prevent cancellation by payment of premiums, which shall promptly be repaid by Lessee, and further shall provide that all insurance proceeds shall be payable to the Lessee, Lessor and any Assignee as their respective interests may appear. Lessor and any such Assignee shall be named as loss payee and additional insured on all public liability insurance policies so maintained. Lessee shall furnish to Lessor copies of such insurance policies and satisfactory insurance certificates on or before the Installation Date. Lessee’s above obligation shall commence on the date of delivery of the Equipment and shall continue until the Initial Term (or any extension or renewal thereof) of each End User License Agreement (“EULA”) expires and the Equipment is returned to Lessor. By this Section 9, Lessor does not modify or limit any provision of this Lease relating to disclaimer of warranties and liability, or indemnty.

Lessee assumes all risk and liabilities, whether or not covered by insurance, and shall indemnify and hold Lessor and its assigns (including any Assignee) harmless of and from any liability, claim, loss, damage or expense (including reasonable attorneys’ fees) for injuries or deaths of persons and for damage to property, howsoever arising from or incident to the use, operation or storage of the Equipment, whether such injury or death to person be of agents or employees of Lessee or be of third persons and whether such damage to property be of Lessee, or to property of others.

MAINTENANCE, REPAIRS, INSTALLATION AND RETURN:

Unless otherwise agreed to by Lessor in writing, Lessee shall, at its expense, obtain and keep in full effect, throughout the term of this Lease, a contract from the manufacturer of the Equipment (or another reputable maintenance organization approved by Lessor) providing for prime shift maintenance service (as that term is defined by the manufacturer) and will otherwise maintain the Equipment in good working order and appearance and make all necessary adjustments and repairs thereto. Lessee will at all times cooperate with Lessor in allowing the manufacturer or Lessor to control and install all engineering changes on the Equipment as when determined necessary or desirable by the manufacturer or Lessor. Upon termination of the Lease, Lessee, at its sole expense, shall return the Equipment, together with manufacturer’s certificate of authenticity, if provided, to Lessor, or to such other location within the Continental U.S. designated by Lessor, in good condition and repair excepting only reasonable wear and tear, and eligible for a manufacturer’s standard, full service maintenance contract. If the Equipment returned is not so eligible, Lessee shall reimburse Lessor for the cost of qualifying the Equipment for such maintenance contract eligibility. Lessee shall pack the Equipment to be so returned in accordance with the manufacturer’s guidelines.

If Lessee fails to return the Equipment in accordance with the preceding paragraph upon the expiration of the Initial Term or any extension thereof, Lessee shall be obligated to pay to Lessor per diem rent until the Equipment is returned in addition to all other remedies available to Lessor pursuant to Section 16 hereunder.

Lessee will provide the required suitable electric current to operate the Equipment, with all appropriate facilities as specified by the manufacturer. Lessee will grant access to the Equipment to Lessor, its designee, or the manufacturer, during normal working hours for inspection, repair, maintenance, installation or engineering changes, and for any other reasonable purpose. Lessee shall immediately notify Lessor of all details concerning any accident arising out of the alleged or apparent improper manufacture, functioning or operation of the Equipment.

ALTERATION AND ATTACHMENTS:

No alterations or attachments to the Equipment shall be made without first obtaining in each instance the prior written approval of Lessor, which approval shall not unreasonably be withheld. If, after such written approval has been obtained, the alterations or attachments interfere with the normal or satisfactory maintenance, operation or insurability of the Equipment, or any part thereof, in such manner as to increase the cost of maintenance or insurance thereof, or create a safety hazard, Lessee will, upon notice from Lessor to that effect, promptly remove the alterations or attachments and restore the Equipment to its normal condition. In the case of increased cost of maintenance and insurance, or either, Lessee shall pay such increase.

ASSIGNMENTS:

Lessee may not assign the Lease or any of Lessee’s rights hereunder or sublease any Equipment or its use without the prior written consent of Lessor or any such assignment or sublease shall be void. Any permitted sublessee or assignee of Lessee must execute an assumption of this Lease in form and substance acceptable to Lessor, but no sublease or assignment shall relieve Lessee of any of its obligations or liabilities under this Lease.

Lessor may assign or transfer this Lease to an assignee or may grant a security interest in all or part of this Lease, the Equipment and/or sums payable hereunder as collateral security for any loans or advances made or to be made to Lessor by a financial institution (such assignee or financial institution, herein, the “Assignee”), Lessee hereby consents to such assignment, transfer and/or grant of security interest. Lessee, upon receipt of notice of any such transfer, assignment, or grant to an Assignee and instructions from Lessor, shall pay all outstanding Monthly Rental Payments and all other sums when due under this Lease (hereafter, collectively, the “Payments”), to such Assignee in the manner specified in said instructions, and Lessee’s obligation to make the Payments to such Assignee shall be absolute and unconditional. Upon notice of any intended transfer, assignment, or granting of a security interest: (a) Lessee shall promptly submit to Lessor such documents as may be reasonably required by the intended Assignee, in form and substance satisfactory to the intended Assignee, including, without limitation: (1) A certificate that the equipment was delivered and accepted; (2) if Lessee is a corporation, a certified copy of resolutions adopted by Lessee’s Board of Directors authorizing execution of the Lease; (3) an acknowledgement to the Lessor’s transfer, assignment or granting of a security interest; (4) a UCC Financing Statement; (b) In the event of any such assignment, transfer, or granting of a security interest: (1) Lessee shall send copies of any notices which are required hereunder to be sent to Lessor to the Assignee as well as to Lessor; (2) Lessee shall not permit the Lease to be amended or any provision thereof to be waived without the prior written consent of the Assignee; (3) Lessee agrees not to look to the Assignee to perform any of Lessor’s obligations hereunder; (4) Lessee agrees that Assignee shall be exclusively entitled to all of the rights and remedies provided to the Lessor under the Lease; (c) no such transfer, assignment or granting of a security interest by Lessor shall relieve Lessor of any of its obligations hereunder the Lease, or shall limit Lessee’s rights to look to Lessor for the performance for such obligations.

Notwithstanding any assignment, transfer or grant by Lessor, and so long as the Lessee shall not be in default hereunder, neither Lessor, nor any Assignee, shall interfere with Lessee’s right of quiet enjoyment and use of the Equipment. In the event that Lessor notifies Lessee of its intention to transfer, assign, or grant a security interest in all or any part of this Lease, the Equipment and/or sums payable hereunder, Lessee agrees to execute such documents as may be reasonably necessary to secure and/or complete such transfer, assignment or grant.

USE OF EQUIPMENT:

The Equipment will be kept by Lessee in its sole possession and control, will at all times be located at the location stated in the End User License Agreement (“EULA”), and will not be removed therefrom, without prior written consent of Lessor, which shall not be unreasonably withheld. Lessee will not use the Equipment for any purpose other than which it was designed and in accordance with the manufacturer’s specification. Lessee will keep and maintain the Equipment free and clear of all liens, charges and encumbrances (except any placed thereon by Lessor). This Lease shall be binding upon, and shall inure to, the benefit of the parties hereto and their respective successors and assigns.

TRANSPORTATION AND INSTALLATION:

The Equipment is to be installed at the location indicated on the End User License Agreement (“EULA”).

All transportation, rigging, drayage, and any other charges for the delivery of the Equipment to Lessee’s premises shall be paid by the Lessee, unless indicated otherwise on the End User License Agreement (“EULA”). All installation charges shall be paid by Lessee unless indicated otherwise on the End User License Agreement (“EULA”). All charges for the deinstallation shall be paid by Lessee. Transportation, rigging, and drayage from Lessee’s premises at the termination of the Lease shall be arranged for by Lessor and paid by Lessee.

DEFAULT:

Any one of the following events shall constitute an “Event of Default” hereunder: (a) Lessee shall fail to pay when due any installment of rent or other amount due hereunder; (b) Lessee shall fail to observe or perform any other agreement to be observed or performed by Lessee hereunder; (c) Lessee, any guarantor of the Lease, or any partner of Lessee if Lessee is a partnership shall cease doing business as a going concern or make an assignment for the benefit of creditors; (d) Lessee, any guarantor of the Lease, or any partner of Lessee if Lessee is a partnership shall voluntarily file, take any action to authorize the filing, or have filed against it involuntarily, a petition for liquidation, reorganization, adjustment of debt or similar relief under the federal or state bankruptcy or insolvency law; (e) a trustee, receiver, or liquidator be appointed for Lessee, any guarantor of the Lease, or for all or a substantial part of the assets of Lessee or any guarantor; (f) any individual Lessee or individual guarantor of the Lease, or partner of Lessee if Lessee is a partnership, shall die; (g) an event of default shall occur under any other obligation Lessee or any guarantor of the Lease owes to Lessor; (h) an event of default by Lessee shall occur under any agreement involving Lessee’s or a guarantor’s indebtedness to a lender for borrowed money; or (i) Lessee shall have terminated its corporate existence, consolidated with, merged into, or conveyed or leased substantially all of its assets as an entity to any person unless:(i) such person executes and delivers to Lessor an agreement satisfactory in form and substance to Lessor, in its sole discretion, containing such person’s effective assumption and its agreement to pay, perform, comply with and otherwise be liable for all of Lessee’s obligations having previously arisen, or then or thereafter arising, under the Lease together with any documents, Agreements investments, certificates, opinions and filings by Lessor; and (ii) Lessor (and any Assignee) is satisfied as to the creditworthiness of such person.

REMEDIES:

Upon the occurrence of an Event of Default and at any time thereafter, Lessor or Assignee may exercise from time to time any one or more of the following remedies: (a) terminate this Lease as to any portion or all of the Equipment; (b) take immediate possession of any or all of the Equipment; wherever situated, and for such purpose enter upon any premises without liability for so doing or requirement to post bond in any legal proceeding; (c) hold, use, lease, sell or otherwise dispose of any or all of the Equipment in such manner as Lessor in its sole discretion may decide. With respect to any exercise of its rights to recover and/or dispose of any Equipment, Lessee acknowledges and agrees that Lessor shall have no obligation, subject to the requirements of commercial reasonableness, to clean up or otherwise prepare the Equipment for disposition; (d) accelerate the due date of all remaining rent payments due hereunder for the entire remaining Initial Term of this Lease or any amendment thereto, including any renewal term then in effect, whereupon said amounts shall be immediately due and payable; (e) recover the sum of: (i) any accrued and unpaid rent, plus (ii) the present value of all future rentals reserved in this Lease and contracted to be paid over the unexpired Initial Term of this Lease (or any renewal period then in effect), discounted at the rate of four percent (4%) per annum; plus (iii) the anticipated residual value of the Equipment as of the expiration of this Lease or any renewal thereof discounted at the rate of four percent (4%) per annum, (iv) any indemnity payment, if then determinable; (v) all reasonable costs and expenses incurred by Lessor in any repossession, recovery, storage, repair, sale, re-lease or other disposition of the Equipment, including but not limited to costs of transportation, possession, storage, refurbishing, advertising and broker’s fees together with all attorney’s fees and cost incurred in connection therewith or otherwise resulting from Lessee’s default (including any incurred at trial, on appeal or any other proceeding) of the foregoing at the rate of one and one-half (1½%) per month (“default interest”) (f) expend such monies as Lessor deems appropriate to cure or mitigate the effect of the Event of Default, or to protect the Lessor’s interest in the Equipment and this Lease, with all such sums to be immediately reimbursed to Lessor by Lessee; (g) setoff Lessee’s security deposit or any other property of Lessee held by Lessor against any amount owed by Lessee to Lessor; and (h) exercise any other remedy permitted by law, equity or any other agreements with Lessee or any guarantor of this Lease. No remedy given in this paragraph is intended to be exclusive and each shall be cumulative. No express or implied waiver by Lessor of any Event of Default shall constitute a waiver of any subsequent Event of Default.

REPRESENTATIONS AND WARRANTIES BY LESSEE: Lessee represents and warrants to Lessor that: (a) the Lease constitutes the Lessee’s legal, valid and binding obligation and is enforceable against Lessee in accordance with its terms; (b) Lessee’s entry into and performance under the Lease will not result in any breach, default or violation under Lessee’s charter documents (articles of incorporation and bylaws in the case of a corporation or partnership agreement in the case of a partnership or articles of organization and operating agreement in the case of a limited liability company) or any other agreement to which Lessee is a party or to which it or its property is subject; (c) there are no suits or proceedings pending or threatened before any court, government agency or arbitrator which, if determined adversely to Lessee, would have a material adverse effect on its financial condition or ability to perform its obligations under the Lease; (d) that any financial statements or other information which Lessee has furnished Lessor concerning the business or condition of Lessee was true, correct and complete at the time furnished or as of the date of such financial statements; (e) the Equipment shall remain personal property; with respect to any Equipment that is the subject of any sale and leaseback transaction pursuant hereto, Lessee has good title to, rights in, and/or power to transfer all of the same. The Equipment is removable from and is not essential to the premises upon which it is located regardless of its attachment to realty, and Lessee agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to realty with respect to all of the Equipment leased hereto.

GENERAL:

A. At Lessor’s request, Lessee shall affix to the Equipment and each unit or element thereof, in a prominent place, appropriate tags, decals, or plates stating that the Equipment is owned by Lessor, and Lessee shall not cause or permit any such tags, decals, or plates to be removed, defaced or covered in any way.

B. The Equipment remains the personal property of Lessor and may be removed at any time, without notice, after termination of this Lease. The Equipment is removable from and is not essential to the premises at which the Equipment is located.

C. Each End User License Agreement (“EULA”) (and this Master Equipment Lease to the extent incorporated therein), shall constitute the entire agreement between Lessor and Lessee with respect to the lease of the Equipment described in each End User License Agreement (“EULA”). No waiver, consent, modification or change of terms of this Lease shall bind either party, including Lessor’s Assignee, unless in writing and signed by an officer of the waiving party, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

D. Each End User License Agreement (“EULA”) shall be executed in counterparts. Only that counterpart of an End User License Agreement (“EULA”) marked “Secured Party’s Original” (together with a copy of this Master Equipment Lease) shall constitute “chattel paper” under the UCC and be effective to transfer Lessor’s rights therein and all other counterparts of such End User License Agreement (“EULA”) have been marked to indicate that they are not the “Secured Party’s Original.”

E. All notices and other communications hereunder shall be in writing and shall be transmitted by hand, overnight courier, United States first class mail or certified mail (return receipt requested), postage prepaid. Such notices and other communications shall be addressed to the respective party at the address set forth above or at such other address as any party may from time to time designate by notice duly given in accordance with this section. Notices shall be deemed received on the earlier of (i) three days after deposit, postage prepaid, in the United States mail, if sent by United States first class, certified, or registered mail; (ii) the next day after delivery to an overnight courier, expenses prepaid, or (iii) the date of actual delivery if delivered by hand.

F. Any provision hereof prohibited by, or unlawful or unenforceable under, any applicable law of any jurisdiction shall, at the sole option of the Lessor, be ineffective as to such jurisdiction without invalidating the remaining provisions of this Lease; provided, however, that where the provisions of any such applicable law may be waived, they are hereby waived by Lessee to the full extent permitted by law, and this shall be deemed to be a valid and binding Lease enforceable in accordance with its terms.

G. TITLE:

Title to the Equipment shall at all times remain with Lessor and Lessee shall protect and defend the title of Lessor and keep it free of all claims and liens other than those of Lessee hereunder or created by Lessor. If the Lease shall be construed by a court to be a lease “intended as security” and not a “true” lease, then Lessee, to secure all of Lessee’s payment and performance obligations under the Lease, hereby grants to Lessor a first priority security interest in the Equipment and any and all insurance or other proceeds of the property and other collateral to which a security interest is granted.

H. This Lease shall be binding upon and inure to the benefit of Lessor and Lessee and their respective successors, assigns and permitted sublessees (subject, with respect to Lessee, to the provisions of Section 12 setting forth restrictions on Lessee’s ability to assign this Lease or sublease the Equipment).

I. Lessee hereby authorizes Lessor to execute and/or file against Lessee in any public filing office deemed advisable by Lessor, any and all UCC financing statements (and amendments thereto) describing the Equipment and this Lease, and Lessee further irrevocably appoints Lessor as Lessee’s attorney in fact to execute and/or file any and all such UCC financing statements (and amendments thereto) as Lessor considers advisable.

The filing of UCC Financing Statements against Lessee is precautionary and shall not be evidence that the Lease is intended as security.

J. Notwithstanding any other provisions of this Lease Agreement to the contrary, Lessee agrees, following the execution of the Lease by Lessee, to provide to Lessor at Lessor’s demand, from time to time, any and all information reasonably required to establish Lessee’s creditworthiness, including, but not limited to, financial statements and profit and loss statements, for the current period and for the proceeding three fiscal years. Lessor agrees that such information shall be kept confidential.

During the term of the Lease, as an additional condition of Lessee’s performance, Lessee agrees to provide financial statements to Lessor within a reasonable period following the end of Lessee’s fiscal year when such statements are requested by Lessor.

Lessee and Lessor do each hereby warrant and represent that their respective signatories whose signatures appear below have been and are on the date of this Lease duly authorized by all necessary and appropriate action to execute this Lease.

K. This Lease shall be governed by the laws of the State of California (without giving effect to principles of conflicts of law thereof). Lessee hereby: (i) irrevocably submits to the jurisdiction of any state or federal court located in Minnesota, over any action or proceeding to enforce or defend any matter arising from or related to this Lease; (ii) irrevocably waives, to the fullest extent Lessee may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding; and (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect or impair Lessor’s right to serve legal process in any manner permitted by law or Lessor’s right to bring any action or proceeding against Lessee or its property in the courts of any other jurisdiction.

L. LESSEE AND LESSOR HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS LEASE OR ANY OTHER AGREEMENT EXECUTED IN CONNECTION HEREWITH.

Lessor and Lessee have executed this Master Equipment Lease on the dates specified on the End User License Agreement. This Master Equipment Lease shall become effective once the End User License Agreement (“EULA”) is signed by the Lessee.

Master Equipment Lease Agreement (Hardware Lease Agreement for New Hardware Leases through CSC Leasing Company)

This MASTER LEASE AGREEMENT (“Master Lease”) is entered into upon this, January 22, 2020, by and between “Lessee”, BlueCloud Communications, LLC dba/ BlueCloudUSA, a California Limited Liability Company having principal offices at 2159 India Street, San Diego, CA 92101 (“Lessor”).

1. DEFINITIONS:

(a) The “Acceptance Date” means the date on which Lessee certifies that the Equipment has been installed, is in good working order, and has been accepted by the Lessee. Completion of installation will be considered Acceptable of Equipment by the Lessee to the Lessor.

(b) The “Commencement Date” means the date on which the initial term of the lease related to an individual End User License Agreement (“EULA”) begins. If the Acceptance Date of the Equipment under the End User License Agreement (“EULA”) is the first day of the month, the Commencement Date shall be the Acceptance Date; otherwise, the Commencement Date shall be the first day of the month following the Acceptance Date.

(c) The “Equipment” means the equipment, machines, devices, features, and other items listed in eachEnd User License Agreement (“EULA”) executed pursuant hereto and hereby made a part hereof.

(d) “Schedule” means the End User License Agreement (“EULA”) document entered into from time to time between Lessor and Lessee, which is incorporated into the Master Lease, and that establishes the specific terms and conditions of leasing the Equipment, such as the Basic Rental, Term, description of the Equipment and the Acceptance Certificate for such Equipment.

(e) The “Secured Party” means a third-party lender who holds a security interest or lien against a pledged asset, such as the Equipment being leased under this Agreement.

(f) The “Security Deposit” means any payments made by the Lessee to Lessor as a security deposit in connection with a Schedule or this Master Lease.

(g) The “Term” shall mean, with respect to each Schedule, on the period starting on the Commencement Date and continuing for the number of full months set forth in such Schedule, and any renewal thereof.

(h) The “Vendor” means the manufacturer or vendor under whose name the Equipment is sold, as may be shown in each Schedule (End User License Agreement (“EULA”)).

(i) The “Basic Rental” means the rental for the Equipment leased under each Schedule (End User License Agreement (“EULA”)) as set forth in such Schedule.

2. LEASE OF EQUIPMENT:

(a) Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, in accordance with the terms and conditions of this Master Lease and applicable Schedule(s), all Equipment in the Schedule(s) which is (are) or may from time to time be executed pursuant to this Master Lease. Each Schedule shall incorporate by reference all terms and conditions of this Master Lease except as provided herein together with such other terms or amendments, which may be specified in such Schedule. A Schedule shall not become effective until it is executed by both Lessee and Lessor. The Schedule(s) shall take precedence over this Master Lease in the event of conflicts.

(b) The parties intend and agree that: (i) the Equipment shall remain personal property, and Lessor’s title thereto shall not be impaired, notwithstanding its being affixed to any real property; (ii) this Master Lease and the Schedules constitute a true lease, which is a “finance lease,” as such term is defined in the Uniform Commercial Code (“UCC”) under Article 2A and not a sale or retention of security interest; (c) title to the Equipment shall at all times remain in Lessor, and Lessee shall acquire no interest therein other than a leasehold interest.

3. TERM OF LEASE:

4. RENTAL:

(a) Lessee shall pay to Lessor as rental for the Equipment leased under each Schedule the Basic Rental set forth in such Schedule. The Basic Rental shall be due and payable in advance on or before the first (1st) day of each month after receipt of an invoice by Lessee from Lessor or Lessor’s assignee. If the Acceptance Date does not fall on the first day of a month, the payment for the first partial month will be prorated on the basis of the days in the partial month. Except for invoices relating to partial months, invoices shall be sent to Lessee by first class mail, postage prepaid, or by email, on or before the 15th day of the month preceding that for which the Basic Rental is due to afford Lessee sufficient time to process the invoice for timely payment on the first day of the subsequent month. In the event Lessee does not make payment of any Basic Rental or other monies due hereunder within five (5) days of its due date, Lessee shall be liable to Lessor for a late payment fee of the greater of (i) one hundred dollars ($100.00) and (ii) five percent (5%) of the past due balance from the date due thereof, and shall pay such amount promptly to Lessor or Lessor’s assignee.

(b) In addition to the Basic Rental, Lessee shall pay to Lessor an amount equal to all taxes that are levied or based on this transaction, the Basic Rental, this Master Lease, any and all Schedules, and/or the Equipment or its use, lease, sale, operation, control or value, including, without limitation, state and local sales, use, excise, purchase, property, added value or other taxes, or amounts in lieu thereof paid or payable by Lessor in respect of the foregoing (collectively, “Taxes”), but excluding only federal and state income taxes of Lessor. Personal Property taxes, if any, with respect to the Equipment, shall be filed with the appropriate authorities by Lessor, and reimbursed by Lessee as and when invoiced by Lessor. Lessee shall be liable for any penalties, interest and other charges in respect of said taxes due to improper filing as a result of a change in the location of the Equipment or Lessee not reported to Lessor in writing. 10.1.19v.2 Page 2 of 6

(c) Lessee hereby authorizes Lessor to initiate ACH or other electronic debits to Lessee’s account for the Basic Rental and Taxes and authorizes the named depository financial institution to honor such debit entries against such account. Lessee shall provide such ACH authorization together with its account information in an ACH authorization form acceptable to Lessor. Lessee will pay a fee to Lessor of $30.00 if any ACH debit entry by Lessor against Lessee’s account is dishonored.

(d) EACH SCHEDULE SHALL BE A NET LEASE. In addition to Basic Rent and Taxes, Lessee shall pay all customs, duties or surcharges on imports or exports, plus all expenses incurred in connection with Lessor’s purchase and Lessee’ use of the Equipment, including, but not limited to, shipment, delivery, installation and insurance.

5. OWNERSHIP, LOCATION, INSPECTION AND USE:

(a) The Equipment shall at all times remain the property of Lessor and remain personal property notwithstanding the manner in which it may be attached or affixed to real property, and Lessee acknowledges and agrees that it does not and shall not obtain any title to the Equipment by virtue of the execution of this Master Lease or by payment or performance hereunder, unless so specified in a Schedule or other agreement between Lessor and Lessee. At Lessor’s request, Lessee will affix tags, decals, or plates to the Equipment showing Lessor’s ownership. Unless authorized by Lessor in writing, Lessee is expressly prohibited from labeling or affixing to the Equipment any tags, decals, or plates that may indicate the Equipment is owned by Lessee.

(b) Lessee agrees not to relocate the Equipment without the prior written consent of Lessor, and then only to a location within the continental United States and at Lessee’s sole expense.

(c) Provided Lessor complies with Lessee’s reasonable security requirements, Lessor or its agent shall have free and unobstructed access to the Equipment upon prior, reasonable notice and during normal business hours for the purpose of inspection and for any other purpose contemplated in this Master Lease. Further, if the Equipment is located on leased premises, Lessee shall provide such landlord waivers as reasonably required by Lessor. At its sole discretion, Lessor may delay the placement of purchase orders, payments to vendors for Equipment or the delivery of any Equipment until Lessor’s receipt of such landlord waivers.

(d) Lessee shall immediately provide written notice to Lessor concerning any claim of damage or loss arising out of the use, manufacture, functioning or operation of the Equipment. Lessee shall keep the Equipment free and clear of all liens, encumbrances, interests, and claims of any kind and nature.

6. WARRANTIES:

(a) Lessor hereby assigns to Lessee all manufacturers’ warranties and indemnities applicable to the Equipment to the extent such are assignable, and hereby authorizes Lessee to obtain any services furnished in connection therewith. Lessor shall execute such documents of assignment as Lessee may reasonably request in connection therewith. Lessee shall reassign such manufacturers’ warranties and indemnities to Lessor upon the expiration or termination of this Master Lease or the applicable Schedule and execute such documentation as may be required to affect such reassignment. To the extent such warranties and indemnities are not assignable, Lessor hereby appoints Lessee as its agent to enforce the same.

(b) LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE EQUIPMENT, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WITH RESPECT TO PATENT INFRINGEMENT OR THE LIKE. LESSOR IS NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO OR DEFECTS IN THE EQUIPMENT OR THE OPERATION THEREOF.

(c) LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER, NOR SHALL THERE BE ANY ABATEMENT OF RENTAL FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY ABATEMENT ARISING OUT OF OR IN CONNECTION WITH, WHETHER DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY, (I) THE EQUIPMENT, (II) ANY DEFICIENCY OR DEFECT THEREIN, (III) ANY INADEQUACY OF THE EQUIPMENT FOR ANY PURPOSE, (IV) THE USE, PERFORMANCE, OR LOSS OF SERVICE OF THE EQUIPMENT, OR (V) ANY LOSS OF BUSINESS RESULTING FROM ANY OF THE FOREGOING.

(d) Lessee will defend, protect, indemnify and hold Lessor and any Secured Party harmless against any and all losses, damages, injuries, claims, demands, liabilities, costs, and expenses, including, without limitation, reasonable attorney’s fees, arising out of or in connection with use, possession or operation of the Equipment, except for any loss or damage caused by the willful fault or gross negligence of Lessor.

(e) The indemnities and assumptions of liabilities shall continue in full force and effect notwithstanding the termination of this Master Lease, whether by time or otherwise.

(f) In the event that Lessee pursues a Vendor for claims, demands, or other disputes arising in connection with any alleged default or breach by the Vendor, or in connection with any warranty for the Equipment, and there exists an Event of Default by Lessee hereunder, then Lessee shall immediately remit, transfer, and/or convey to Lessor the amount of any award, grant, or other receipt of proceeds, damages, or other compensation from or against the a Vendor necessary to cure any payment default(s) under any Schedule. Lessee’s failure to make such transfer of proceeds to Lessor shall be an Event of Default hereunder. Lessee agrees to take all necessary, reasonable steps to transfer any such proceeds to Lessor, including, without limitation, by way of the execution of any assignment or security agreement.

7. INSURANCE:

The risk of loss of, damage to, or destruction of the Equipment shall be borne by Lessee. Lessee shall obtain and maintain for the entire Term of this Master Lease, at its own expense, insurance against loss or damage to the Equipment, including, without limitation, loss by fire and hazard (including so-called “all risks and extended coverage”, including floods, windstorms and earthquakes), and theft, in such amounts that shall not be, at any point in time, less than the greater of the full costs that the Lessee would be obligated to pay to replace the Equipment (“Replacement Value”) or the agreed amount that the Lessee is obligated to pay in the event that the Equipment is lost or irreparably damaged at any point in time during the Term (“Stipulated Loss Value”) if specified in the Schedule. Additionally, Lessee shall be required to obtain and maintain liability insurance as may be required by Lessor from time to time. In the event that the Equipment shall be or become lost, stolen, destroyed, irreparably damaged, or shall be requisitioned or taken over by any governmental authority under the power of eminent domain or otherwise during the Term (any such occurrence being herein called a “Casualty Occurrence”), Lessee shall promptly provide written notice to Lessor. On the payment date for Basic Rental next succeeding the Casualty Occurrence, Lessee shall pay to Lessor an amount equal to the Basic Rental due on such date and any other rentals or sums then currently or past due related to such Schedule, plus an amount equal to the Replacement Value of the Equipment or the Stipulated Loss Value of the Equipment where specified in the Schedule, at which time the Schedule for such equipment shall be terminated and no further rent shall be due from Lessee. If the loss exceeds any applicable deductible and Lessee files a claim for the Casualty Occurrence in accordance with insurer’s policy terms and proper filing is evidenced to Lessor, Lessee may continue to pay the Basic Rental and other sums due under the Master Lease and defer paying the Replacement Value or Stipulated Loss Value of the 10.1.19v.2 Page 3 of 6

Equipment until the insurer pays the insurance claim to the loss payees and/or additional insureds or rejects it. In any settlement under this Section 7, Lessee shall be entitled to a credit (not to exceed the Replacement Value or Stipulated Loss Value actually paid by the Lessee), for the amount of any proceeds of any insurance or award actually received by Lessor or the Secured Party on account of the Casualty Occurrence.

Lessee shall be the named insured and Lessor and Secured Party shall be named as additional insureds and loss payees under such policies of insurance as Lessor’s and any Secured Party’s interest may appear. Lessee shall furnish to Lessor and any Secured Party a certificate of insurance or other evidence reasonably satisfactory to Lessor and Secured Party that such insurance coverage is in effect and which includes a stipulation that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lessor; provided, however, that Lessor and any Secured Party shall be under no duty either to ascertain the existence of or to examine any such insurance policy or to advise Lessee in the event such insurance coverage shall not comply with the requirements hereof.

8. ASSIGNMENT BY LESSOR:

Lessor may at any time and from time to time, without consent of Lessee, assign, sell, or encumber, whether absolute or as collateral security for indebtedness of Lessor, all or any part of this Master Lease, the Equipment, and the rental payments hereunder. In the event of any such assignment, the assignee or Secured Party shall have all of Lessor’s rights and obligations hereunder, and upon written notice to Lessee by Lessor or by any assignee or Secured Party with a written assignment from Lessor, Lessee shall unconditionally pay directly to such assignee or Secured Party all rental and other sums due or to become due under the Master Lease. The rights of any such assignee or Secured Party shall not be subject to any abatement, set-off defense or counterclaim which Lessee may have against Lessor prior to assignment. Notwithstanding the foregoing, any such assignment(s) (i) shall be subject to Lessee’s right to quiet use and enjoyment of the Equipment so long as Lessee is not in default under this Master Lease, and (ii) shall not release any of Lessor’s obligations hereunder, or any claim, which Lessee has against Lessor.

9. MAINTENANCE AND REPAIRS:

(a) Lessee shall at all times during the Term, at its own expense, maintain and keep the Equipment in good working order, repair, and condition, and make all necessary adjustments, repair, and replacements, and shall use and require each piece of Equipment to be used in a manner consistent with the warranty and contract maintenance program provided or required by the Vendor of the Equipment.

(b) Lessor shall have no responsibilities or obligations whatsoever with respect to the condition, operation, maintenance or repair of the Equipment.

10. SCHEDULE TERMINATION OPTIONS AND REDELIVERY OF EQUIPMENT TO LESSOR:

At the termination of each Schedule, Lessee shall deliver possession of the Equipment to Lessor as detailed below.

(a) Lessee shall return the Equipment to Lessor complete, and in the same operating order, repair, condition and appearance as on the date of the commencement of the Schedule for such Equipment, reasonable wear and tear accepted. If the Equipment consists of computers or other digital equipment containing hard drives, such Equipment shall be returned with all hard drives wiped – i.e., completely erased of all information.

(b) Lessee shall, at the end of the last business day of each Schedule and at Lessee’s sole expense, tender to Lessor the Equipment, packed in a manner suitable for truck transportation from the then present location of the Equipment.

(c) Lessee shall be solely responsible and liable for and shall pay directly all transportation, insurance, rigging, drayage, packing, installation, de-installation, disconnection charges and other items of like nature, including without limitation all reasonable costs and expenses incurred with respect to shipping and delivering the Equipment to Lessor’s designated location in the continental United States of America and insurance on the Equipment in route upon the termination of the applicable Schedule.

(d) If Lessee fails to return the Equipment in accordance with this Section 10 upon expiration of the Term then, in addition to all other Remedies available to Lessor pursuant to Section 12 hereof, Lessee shall be obligated to pay Lessor Basic Rental until the Equipment is returned to and received by Lessor.

11. DEFAULT:

Lessee shall have the right to quiet use and enjoyment of the Equipment provided that Lessee is not in default hereunder. Any of the following events shall constitute an event of default under this Master Lease and any Schedule (each, herein, called an “Event of Default”):

(a) The failure by Lessee to pay the Basic Rental or other monies when due if such failure continues for five (5) or more days after receipt of written notice thereof from Lessor or Secured Party; or,

(b) Default by Lessee in the performance of any other term, provision or covenant of this Master Lease as it relates to such Schedule, and Lessee fails to cure such default within thirty (30) days after receipt of written notice thereof from Lessor or Secured Party; or,

(c) If any representation or warranty made by Lessee in such Schedule or the Master Lease or in any document or certificate furnished to Lessor or Secured Party in connection therewith shall prove to be incorrect, false, and/or misleading at any time in any material respect; or,

(d) Any authorized ACH or other electronic debits to Lessee’s account for the payments due hereunder are blocked or discontinued without Lessor’s consent; or,

(e) If Lessee fails to furnish to Lessor and any Secured Party a certificate of insurance as required in Section 7 within ten (10) days after written notice from Lessor.

(f) Immediately and without notice from Lessor, if any of the following events occur either voluntarily to or by the Lessee or any guarantor of Lessee’s obligations hereunder: if Lessee or guarantor makes an assignment for the benefit of creditors, or if either is named as a debtor in a petition in bankruptcy in the U.S. Bankruptcy Code, as amended, or, there is an admission by Lessee or guarantor in writing of its inability to pay its debts as they become due, or the filing by Lessee or guarantor of a voluntary petition in bankruptcy or any other petition or answer seeking for itself any reorganization, liquidation, dissolution, receivership, insolvency, or any other debtor relief generally under any present or future law, statute, or regulation, or the filing of any answer by Lessee or guarantor admitting, or the failure of Lessee or guarantor to deny, the material allegations of a petition filed against it for any such relief; or the adjudication of Lessee or guarantor as bankrupt or insolvent; or the seeking or consenting to or acquiescence in, by Lessee or guarantor, of the appointment of a trustee, receiver, or liquidator of Lessee, guarantor, or the property of either party; or,

(g) Upon forty-five (45) days, and without notice from Lessor, after (i) the commencement of any proceeding against Lessee or guarantor seeking any reorganization, liquidation, dissolution, receivership, insolvency or any other debtor relief generally under any present or future law, statute, or regulation, unless Lessee or guarantor obtains dismissal of such proceeding within the forty-five (45) days; or (ii) the appointment, without the consent or 10.1.19v.2 Page 4 of 6

acquiescence of Lessee or guarantor, of any trustee, receiver, or liquidator of Lessee, guarantor, or the property of either party, unless Lessee or guarantor is able to vacate such appointment within the forty-five (45) days.

(h) An Event of Default under any Schedule or guaranty of such Schedule shall, at Lessor’s option and with written notice to Lessee, be an Event of Default of this Master Lease and any or all Schedules under this Master Lease.

(i) Lessee encumbers, pledges, or otherwise conveys or transfers the Equipment, or any portion thereof, to a third-party, as security or otherwise, except as otherwise permitted hereunder.

12. REMEDIES:

Upon the occurrence of any Event of Default, Lessor, at its option, may declare the Schedule and such other Schedules as the Lessor or Secured Party, at its option, may select, in default and exercise one or more of the following remedies (“Remedies”), each without any presentment, demand, protest, or further notice (all of which are hereby expressly waived by Lessee): (a) terminate this Master Lease and/or the Schedule(s) declared in default and terminate Lessee’s rights thereunder; and/or (b) proceed by appropriate suit action or other proceeding, at law or in equity, to enforce payment and performance by Lessee of its covenants and other obligations under this Master Lease and the applicable Schedule(s), or to recover from Lessee or any and all guarantors, all damages and expenses that Lessor or Secured Party shall have sustained by reason of Lessee’s default and in the enforcement of the Remedies hereunder; and/or (c) recover all amounts due on or before the date Lessor or Secured Party declared the applicable Schedule in default, plus, upon written notice from Lessor or Secured Party, such party may accelerate the obligations of the Lessee under the Schedule(s) in default and, at either’s option, Lessee shall pay (i) the aggregate amount of all unpaid Basic Rentals that, absent a default, would have been payable thereunder for the full term of such Schedule plus any other obligations due or accrued hereunder (including without limitation interest accruing at the maximum rate allowed by law from the date of the default to the date of payment), plus the then Replacement Value or Stipulated Loss Value of the Equipment leased under the Schedule, upon payment of which Lessor shall transfer title to the Equipment to Lessee; or (ii) the sum of all unpaid Basic Rental that, absent the default, would have been payable thereunder for the full term of such Schedule plus any other obligations due or accrued hereunder (including without limitation interest accruing at the maximum rate allowed by law from the date of the default to the date of payment), and Lessee shall, upon written demand by Lessor or Secured Party, and at expense of Lessee, promptly return any or all Equipment leased under the Schedule(s) in default in accordance with Section 10 of this Master Lease, or Lessor or Secured Party may, personally or by its agent, at its option and without any legal process, enter upon the premises where such Equipment is located and take immediate possession of and remove the same. The exercise of these Remedies by Lessor or Secured Party shall not constitute a termination of this Master Lease or any Schedule unless Lessor so notifies Lessee in writing. Lessee shall be liable to Lessor for all costs, fees, interests, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Lessor or Secured Party in enforcing any of their rights and Remedies set forth herein.

Upon the occurrence of an Event of Default by which Lessee has failed to pay timely to Lessor any Basic Rental or other monetary amount(s) due hereunder, Lessee shall be deemed to have forfeited the full amount of any Security Deposit to Lessor. Lessee and Lessor agree that the forfeiture, application, and transfer of any Security Deposit, or any portion thereof, as permitted in this paragraph, shall be deemed an indefeasible transfer, and concurrent with such forfeiture and and/or application, Lessee shall have no property interest—legal, equitable, or otherwise—in any Security Deposit, or any portion thereof.

13. DISPOSITION OF EQUIPMENT UPON REPOSSESSION:

In the event that Lessor or Secured Party repossesses the Equipment under Section 12 above, Lessor or Secured Party may (a) lease the Equipment or any portion thereof, in such manner, for such time and upon such term(s) as Lessor may reasonably determine or (b) sell the Equipment, or any portion thereof, at one or more public or private sales, in such a manner, and at such times and upon such terms as Lessor may reasonably determine. In the event that Lessor leases any such Equipment, any rentals received by Lessor for the remaining Term (the period ending on the date when the Term for the Equipment would have expired if an Event of Default had not occurred) for such Equipment shall be applied to the payment of (i) all costs and expenses (including reasonable attorneys’ fees) incurred by Lessor in retaking possession of, and removing, storing, repairing and leasing such Equipment, and (ii) the rentals for the remainder of the Term and all other sums then remaining unpaid under this Agreement. The balance of such rentals, if any, shall be applied first to reimburse Lessee for any sums previously paid by Lessee and any remaining amounts shall be retained by Lessor. All rentals received by Lessor for the period commencing after the expiration of the Term shall be retained by Lessor. Lessee shall remain liable to Lessor to the extent that the aggregate amount of the sums referred to in clause (i) and (ii) above shall exceed the aggregate rentals received by Lessor under such leases for the respective Term(s) applicable to the Equipment covered by such leases. In the event that Lessor shall sell or otherwise dispose of (other than pursuant to a lease) any such Equipment, the proceeds thereof shall be applied to the payment of (i) all costs and expenses (including reasonable attorneys’ fees) incurred by Lessor in retaking possession of, and removing, storing, repairing, refurbishing and selling or otherwise disposing of such Equipment, (ii) the rentals accrued under this Agreement but unpaid up to the time of such sale or other disposition, (iii) any and all other sums (other than rentals) then owing to Lessor by Lessee hereunder. The balance of such proceeds, if any, shall be applied first to reimburse Lessee for any sums previously paid by Lessee and any remaining amounts shall be retained by Lessor. Lessee shall remain liable to Lessor to the extent that the aggregate amount of the sums referred to in clauses (i) through (iii) above shall exceed the aggregate proceeds received by Lessor in connection with the sale or disposition of the Equipment.

14. SUBLEASE; ASSIGNMENT; CHANGE OF CONTROL:

Lessee may not sublease any Schedule or any Equipment or assign its rights hereunder, by Change of Control or otherwise, without the prior written consent of Lessor and/or the Secured Party. In the event that Lessor provides consent to a sublease or assignment of any Schedule or Equipment, in all instances, Lessee shall remain fully liable for its obligations, including, without limitation, payment and performance, under any such Schedule and this Master Lease. Lessee agrees to take all necessary and appropriate steps with respect to documentation necessary to affect any sublease or assignment, including documentation under which the sublessee or assignee assumes all the obligations of Lessee in connection with such sublease or assignment.

If Lessee undergoes, or plans to consummate, a “Change in Control”, then Lessee shall notify Lessor in writing as early possible—but in any event not later than 10 business days before the closing of the Change in Control. Lessee’s notice shall identify the nature of the transaction, and the related person(s) and entity(ies) party to such transaction. Failure to provide such notice shall be an Event of Default under this Master Lease. A “Change in Control” shall include, without limitation, a merger, any sale or disposition of the majority stock, membership, or other manner of equity interest of Lessee, a sale of substantially all of Lessee’s assets, or other comparable event or transaction outside the ordinary course of Lessee’s business.

15. MISCELLANEOUS:

(a) General. Lessor and Lessee acknowledge that there are no agreements or understandings, written, oral, or implied, between Lessor and Lessee with respect to the Equipment, other than as 10.1.19v.2 Page 5 of 6

set forth herein and in each Schedule, and that collectively this Master Lease and all Schedules executed pursuant hereto set forth the entire agreement between Lessor and Lessee with respect thereto. Any titles or captions contained herein are for convenience only, and shall not be deemed part of the context of this Master Lease. Neither this Master Lease nor any Schedule may be altered, modified, terminated or discharged except by further written agreement executed by both parties and the Secured Party. Any terms and conditions of any purchase order or other document submitted by Lessee in connection with this Master Lease which is not executed by Lessor and which is in addition to or inconsistent with the terms and conditions herein shall not be binding upon Lessor and shall not apply to this Master Lease. It is further agreed that the foregoing Master Lease supersedes all prior understandings, proposals and agreements relating to the Equipment for the Master Lease.

(b) No Waiver. No omission or delay by Lessor or Secured Party at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms covenants, or provisions hereof by Lessee at any time designated, shall be a waiver of any such right or remedy to which Lessor or Secured Party is entitled, nor shall it in any way affect the right of Lessor or Secured Party to enforce such provisions thereafter.

(c) Binding Nature. Each Schedule shall be binding upon, and shall inure to the benefit of, Lessor, Lessee and their respective successors, legal representatives and assigns.

(d) Survival of Obligations. All agreements, representations and warranties contained in this Master Lease, any Schedule, or in any document executed pursuant hereto or in connection herewith shall be for the benefit of Lessor and any assignee or Secured Party, or the Lessee where approved by Lessor, and shall survive the execution and delivery of this Master Lease and the expiration or other termination of this Master Lease.

(e) Return of Security Deposit. At the end of the Term, the Lessee shall return the Equipment as provided for in Section 10. If there has been no Event of Default under this Master Lease, or any Schedule during the Term of the Schedule, Lessee has no outstanding obligations to Lessor at the end of the Term and Lessee has returned the Equipment in accordance with the Master Lease, Lessor shall return the Security Deposit for the Schedule to the Lessee within 20 business days. A Security Deposit shall not be applied to any other outstanding obligations for the Schedule, due to Lessor by Lessee at the end of the Term.

(f) Notices. Any notice, instruction, or consent to either party by the other which should or may be given hereunder shall be in writing and only shall be deemed received upon the earlier of receipt or three days after mailing if mailed postage prepaid by registered or certified mail at the address for such party set forth or at such changed address as may be subsequently submitted by written notice of either party.

(g) Applicable Law. This Master Lease has been and each Schedule will have been made, executed and delivered in the Commonwealth of Virginia. This Master Lease, any Schedule(s), and any documents executed in connection there with shall be governed and construed in all respects by the laws of the Commonwealth of Virginia without regard to its conflicts of laws provisions.

(h) Service of Process. Each party agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding.

(i) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LAWSUIT OR OTHER JUDICIAL PROCEEDING ASSERTING ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS MASTER LEASE OR THE TRANSACTIONS OR DOCUMENTS CONTEMPLATED IN THIS MASTER LEASE. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS MASTER LEASE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(I), (C) REPRESENTS THAT IT HAS BEEN REPRESENTED BY COUNSEL AND ADVISED OF THE MEANING OF WAIVING ITS RIGHT TO A TRIAL BY JURY AND (D) REPRESENTS THAT IT IS KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING ITS RIGHT TO A TRIAL BY JURY.

(j) Venue. The parties agree that the sole and exclusive jurisdiction for any legal action, suit, or proceedings arising out of this Master Lease or concerning its interpretation, construction, application, or enforcement shall be a state or federal court of competent jurisdiction for the County of San Diego, California (hereinafter, the “Proper Courts”). The parties hereby irrevocably agree to submit to the jurisdiction of all of the Proper Courts for the purpose of any legal action, suit, or proceedings arising out of this Master Lease or concerning legal action, suit, or proceedings arising out of this Master Lease or concerning its interpretation, construction, application, or enforcement. To the extent permitted by law, the parties further hereby agree to waive and not to assert as a defense in any action, suit, or proceeding covered by this Section 15(j) that (1) any of the Proper Courts cannot exercise personal jurisdiction over a party; (2) any party is immune from extraterritorial injunctive relief or other injunctive relief; (3) any action, suit, or proceeding covered by this Section 15(j) may not be maintained in any of the Proper Courts; (4) any action, suit or proceeding covered by this Section 15(j) brought in any of the Proper Courts should be dismissed or transferred on the grounds of forum non conveniens; (5) any action, suit or proceeding covered by this Section 15(j) should be stayed by the pendency of any other action, suit, or proceeding in any court or tribunal other than the Proper Courts, or (6) this Master Lease may not be enforced in or by any of the Proper Courts.

(k) Severability. In the event any one or more of the provisions of this Master Lease and/or any Schedule for any reason shall be or become prohibited or unenforceable in any jurisdiction, such provision shall not invalidate or render unenforceable such provision in any other jurisdiction.

(l) Further Assurances. Lessee, upon execution of this Master Lease and thereafter upon execution of each Schedule, shall provide to Lessor such corporate documents and records and financial statements, including, without limitation, income statements, balance sheets, accounts receivable and other documentation as Lessor may reasonably request. 10.1.19v.2 Page 6 of 6

Lessor and Lessee have caused this Master Lease to be executed in their respective names by their duly appointed officers listed on the Schedule (End User License Agreement (“EULA”)) as of the date first signed on the Schedule (End User License Agreement (“EULA”)).