PARTICIPATING ADDENDUM(hereinafter “Addendum”)

ForNASPO VALUEPOINT MAILROOM EQUIPMENT, SUPPLIES & MAINTENANCE

MASTER AGREEMENT NO. ADSPOI6-169901(hereinafter Master Agreement”)

BetweenNEOPOST USA INC.(heminafter “Contmctor”)

andState of Hawaii

(hereinafter “Participating State’)

State of Hawaii, State Procurement Office (SPO) Vendor List Contact No. 18-03

This Addendum will add the State of Hawaii as a Participating State to purchase from theNASPO ValuePoint Master Agreement Number AUSPOI 6-169901 with Neopost USA Inc.

Scope:

This addendum covers NASPO ValuePoint Mailroom Equipment, Supplies &Maintenance lead by the State of Arizona for use by state agencies and other entitieslocated in the Participating State authorized by the state’s statutes to utilize statecontracts.

2. Participation:

All jurisdictions located within the State of Hawaü, which have obtained prior writtenapproval by its Chief Procurement Officer, will be allowed to purchase from the MasterAgreement. Private nonprofit health or human services organizations with currentpurchase of service contracts governed by Hawaii Revised Statutes (HRS) chapter 103Fare eligible to participate in the SPO price/vendor list contracts upon mutual agreementbetween the Contractor and the non-profit. (Each such participating jurisdiction andparticipating nonprofit is hereinafter referred to as a “Participating Entity”), Issues ofinterpretation and eligibility for participation are solely within the authority of theAdministrator, State Procurement Office.

3. Changes:

A. Usage Reports. Contractor shall submit a quarterly gross sales report (including zerodollar sales) in EXCEL to the contact person listed in the Participating Addendum,Paragraph 6 (or as amended) in accordance with the following schedule (or asrequested);

Quarter Ending Reøort DueMarch 31 April 30June 30 July 31September 30 October31December 31 January 31

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The report shall identify each transaction and include the following information:

Department/Agency NameDate of PurchaseProduct/Service DescriptionQuantityUnit of MeasureItem No. Part Number (if applicable)MSRP List PriceNASPO ValuePoint Contract Price

The quarterly report shall also include any adjustment from prior periods (i.e. exchangesand/or return).

B. The validity of this Addendum, any of its terms or provisions, as well as the rightsand duties of the parties in this Addendum, shall be governed by the laws of theState of Hawaii. A copy of the Attorney Generals General Conditions, which ismade a part of this Addendum, can be found at hltp://wo.hawaü.pov/wpcontenVuploads/2014/02/103D-General-Conditions.pdf. Any action at law or nequity to enforce or interpret the provisions of this Addendum shall be brought in acourt of competent jurisdiction in Honolulu, Hawaii.

C. Inspection of Facilities. Pursuant to HRS § 103D-316, the Participating State, atreasonable times, may inspect the part of the plant or place of business of theContractor or any subcontractor that is related to the performance of a MasterAgreement and this Addendum.

ID. Campaign Contributions. The Contractor is notified of the applicability of HRS § 11-355, which prohibits campaign contributions from Contractor during the term of theAddendum if the contractor is paid with funds appropriated by the Hawaii StateLegislature.

E. Purchases by State of Hawaii government entities under this Master Agreement isnot mandatory. This Addendum is secondary and non-exclusive.

F. The State of Hawaii’s purchasing card (pCard) is required to be used by the Statesexecutive departments/agencies (excluding the Department of Education, theHawaii Health System Corporation, the Office of Hawaiian Affairs, and theUniversity of Hawaii) for all orders totaling less than $2500. For purchases of$2500 or more, agencies may use the pcard, subject to its credit limit or issue apurchase order.

Contractor(s) shall forward original invoice(s), directly to the ordering agency.General excise tax shall not be applied to the delivery charge.

Pursuant to HRS § 103-10, Participating State and any agency of the ParticipatingState or any county, shafl have thirty (30) calendar days after receipt of invoice orsatisfactory delivery of goods to make payment. Any interest for delinquentpayment shall be as allowed by HRS § 103-10.

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S Pursuant to HRS §103D-310(c), if Contractor is doing business in the ParticipatingState, Contractor is required to comply with all laws governing entities doingbusiness in the Participating State, including the following HRS chapters.

1. Chapter 237, General Excise Tax Law;2. Chapter 383, Hawaii Employment Security Law;3. Chapter 386, Workers’ Compensation;4. Chapter 392, Temporary Disability Insurance;5. Chapter 393, Prepaid Health Care Act; and

A Certificate of Good Standing is required for entities doing business in the State.

The Hawaii Compliance Express (HCE) is utilized for verification of compliance.The SPO will conduct periodic checks to confirm Contractor’s compliance on HCEthroughout the term of the Addendum.

Alternatively, Contractors not utilizing HCE to demonstrate compliance shall providepaper certificates to the SPO as instructed below. All certificates must be valid onthe date it is received by the SPO. All applications for applicable clearances are theresponsibility of the Contractor.

HRS Chapter 237 tax clearance requirement. Pursuant to Section 103D-328, HRSIContractor shall be required to submit a tax clearance certificate issued by theHawaii State Department of Taxation (DOTAX) and the Internal Revenue Service(IRS). The certificate shall have an original green certified copy stamp and shall bevalid for six (6) months from the most recent approval stamp date on the certificate.

The Tax Clearance Application, Form A-C, and its completion and filing instructions,are available on the DOTAX website: http://tax.hawaii.gov/forms/.

HRS Chapters 383 (Unemployment Insurance), 386 (Workers’ Compensation). 392(Temorarv Disability Insurance), and 393 (Prepaid Health Care) requirements.Pursuant to Section 103D-310(c) Contractor shall be required to submit a certificateof compliance issued by the Hawaii State Department of Labor and IndustrialRelations (DLIR). The certificate is valid for six (6) months from the date of issue. Aphotocopy of the certificate is acceptable to the SPO.

The DLIR Form LIR#27 Application for Certificate of Compliance with Section 3-122-112, HAR, and its filing instructions are available on the DLIR website;http:lllabor.hawaii.gov/forms/.

Compliance with Section 103D-310(cL HRS, for an entity doing business in theState. Contractor shall be required to submit a Certificate of Good Standing (COGS)issued by the State of Hawaii Department of Commerce and Consumer Affairs(DCCA) — Rusiness Registration Division (GREG). The Certificate is valid for six (6)months from date of issue. A photocopy of the certificate is acceptable to the SPO.

To obtain the Certificate, the Offeror must be registered with the BREG. A soleproprietorship is not required to register with the BREG and is therefore not requiredto submit the certificate.

For more information regarding online business registration and the COGS isavailable at http://cca,hawaii.govlbregl.

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H. The term of this Participating Addendum will be effective upon the final executiondate by the Participating State and co-terminus with the Master Agreement termunless otherwise cancelled or terminated as set forth in this Participating Addendumby the Participating State. Lead State amendments to extend the term date areautomatically incorporated into this Participating Addendum unless terminated earlyin accordance with the terms and conditions of the Master Agreement or thisParticipating Addendum.

I. All entities requiring the use of a Postage Meter will comply with all United StatesPostal Service regulations and meter terms and conditions applicable to the rentaland use of postage meters supplied under this participating addendum as providedby the Contractor.

4. Licensing

Offerors and Contractors must be properly licensed and capable of performing the Workas described in the RFP, at the time of submission of the Proposal, in accordance withthe Professional and Vocational licensing laws of the state. Contractors underParticipating Addendums must maintain any and all required licenses through theduration of the contract and Participating Addendum.

5. Lease Agreements:

Equipment Lease and Rental Agreements are authorized by this Addendum. TheHawaii PA Government Product Lease Terms and Conditions attached hereto asAttachment 1 and the Hawaii PA Postage Meter Rental Terms and Conditions attachedhereto as Attachment 2, reflects the lease and/or rental options Participating State hasagreed to use. The termination or expiration of the Master Agreement or this PA shall inno way relieve any individual entity from its obligations to any product leases or postagemeter rental agreements that were entered prior to the date of any such termination.

6. Primary Contact:

The primary contact individuals for this Addendum are as follows (or their namedsuccessors:

Participating StateName: Carey Ann SasakiAddress: State Procurement Office

1151 Punchbowl Street, Room 416Honolulu, HI 96813

Telephone: (808) 586-0575Fax: (808) 566-0570E-Mail: careyannr.sasakihawaiigov

ContractorName: Larry WatersAddress: Neopost USA Inc. 478 Wheelers Farms Rd., CT 06461Telephone: (281) 216-4596Fax: (203) 301-2600E-Mail: Lwaters@neopost.com

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7. Subcontractors:

All Neopost contractors, subcontractors, Authorized Sales and Services Representativesauthorized in the State of Hawaii, as shown on the dedicated Neopost website, areapproved to provide sales and service support to participants in the NASPO ValuePointMaster Agreement. The contractor’s dealer participation will be in accordance with theterms and conditions set forth in the aforementioned Master Agreement.

S. Software:

Software subscription terms and Software license terms shall be mutually agreed uponin writing by the participating entity’s authorized individual and Neopost USA Inc.

9. Freight Charges:

Prices proposed will be the delivered price to any state agency or political subdivision.All deliveries will be FOB. destination with all transportation and handling charges paidby the Contractor. Responsibility and liability for ass or damage will remain withContractor until final inspection and acceptance when responsibility will pass to theBuyer except as to latent defects, fraud, and Contractor’s warranty obligations. Anyportion of a full order originally shipped without transportation charges (that failed to shipwith the original order, thereby becoming back-ordered) will also be shipped withouttransportation charges.

10. Purchase Order and Payment Instructions:

All purchase orders issued by Participating Entities under this Addendum shall includethe Participating State contract number: SPO Vendor List Contract No. 18-03 and theNASPO ValuePoint Master Agreement Number ADSPO1 6-169901.

Orders can be made out to either (a) Neopost, or (b) to an Authorized reseller, or(c) leasing company as set forth in leasing terms and conditions. Payments forequipment shall be made to Neopost USA Inc. Payment for equipment leasesshall be made to MailFinance Inc.

11. Participating Entity as Individual Customer:

Each Participating Entity shall be treated as an individual customer. Except to the extentmodified by this Addendum, each Participating Entity will be responsible to follow theterms and conditions of the Master Agreement; and will have the same rights andresponsibilities for their purchases as the Lead State has in the Master Agreement.Each Participating Entity will be responsible for its own charges, fees, and liabilities.Each Participating Entity will have the same rights to any indemnity or to recover anycosts allowed in the Master Agreement for their purchases. The Contractor will applythe charges to each Participating Entity individually.

12. Entire Contract;

This Addendum, the Master Agreement, and the Attorney General’s General Conditions,set forth the entire agreement, and all the conditions, understandings, promises,warranties and representations among the parties with respect to this Addendum andthe Master Agreement, and supersedes any prior communications, representations oragreements whether, oral or written, with respect to the subject matter hereof.

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Terms and conditions inconsistent with, contrary or in addition to the terms andconditions of this Addendum, the Master Agreement, and the Attorney General’sGeneral Conditions that are included in any purchase order or other document shall bevoid. The terms and conditions of this Addendum, the Master Agreement, and theAttorney General’s General Conditions, shall govern in the case of any such inconsistent,contrary, or additional terms.

IN VIEW OF THE ABOVE, the parties execute this Addendum by their signatures, on the datesbelow.

Participating State: State of Hawaii Contractor: Neopost USA Inc.

Signature: Signature:

Name: Sara Allen Name: 1’vin O’Connor

Title: Administrator, SPO Title: VP Marketing

Date: i ,Date: 11/3/2017

APPROVED AS TO FORM:

Deputy Attorney General

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Attachment 1

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Neopost Rates — 36 48 60Fair Market Months Months MonthsValue (FMV)

0.0322 0.0253 0.0212Hawaii PA Government Product Lease Terms and Conditions for NASPO ADSPO16-169901

In this Government Product Lease (the ‘Lease”), the words You “Your” and “Customer” mean the lessee, which is the PafticipatingAgency that Issues a purchase order for a lease with Us (“PD).” “We,” “Us” and “Our” mean the lessor MailFinance Inc. “Supplier”refers to either Neopost USA Inc., or any other third party that has manufactured, or is providing services related to, the Products.1. Lease of Products. THIS LEASE IS UNCONDITIONAL AND NON-CANCELABLE (except as provided In Section 24, below)during the Initial Term (as defined below). You agree to lease from Us the equipment, embedded software, Software services andother products listed on the P0, together with all existing accessories, embedded software programs, attachments, replacements,updates, additions and repairs, (collectively the ‘Products’) upon the terms stated herein. For the avoidance of doubt, postage metersfor use in mailing machines are excluded 1mm the definition of Products. The term “Software” means any software that is subject tothis Lease, other than software programs that are embedded in the hardware. Software Is subject to the additional terms as may beprovided by the SupplIer.

2. Promise to Pay. You promise to pay to Us the lease payment shown on the PD (‘Lease Payment”) in accordance with thepayment schedule set forth thereon, plus all other amounts stated in this Lease.

3. InitIal Term; Renewal. The Initial Term of this Lease will begin on the date the Products are installed and wilt continue for thenumber of months shown on the applicable P0 (“Initial Term”). You must notify Us In writing at least thirty (30) days before the endof the Initial Term that You intend return the Products at the end of the Initial Term. If You rail to give us such notice, then this Leasewill automatically renew for consecutive periods of one (1) month each (each a “Renewal Period”), The amount You pay for theProducts will remain unchanged during each Renewal Period. We will not notify You that the Initial Term or any Renewal Period Isending. You may terminate this Lease at the conclusion of any Renewal Period by giving Us thirty (30) days prior written notice ofYour intent to do so. If You notify Us In writing that You intend to terminate the Lease, as set forth above, You shall return the Productspursuant to Section 12 of this Lease,

4. Payments, Lease Payments, and other charges provided for herein, are payable In arrears periodically as stated on the P0.You agree to make Lease Payments to Us at the address specified on Our invoices, or at any other place designated by Us within thirty(30) days of the date of Our invoice.

5. Delivery and Location of Products. The Products will be delivered to You at the installation address specified on the P0(“Delivery Address”) or, ii no such location is specified, to Your billing address. Your acceptance of the Products occurs upon deliveryof the Products. You shall not remove the Products from the Delivery Address unless You flrst get Our written permission to do so.6. OwnershIp, Use, and MaIntenance of Products. We will own and have title to the Products during the Lease. You agreethat the Products are and shall remain Our personal property. You authorize Us to record (and amend, if appropriate) a UCC financingstatement to protect Our interests. You represent that the Products will be used solely for commercial purposes and not for personal,family or household purposes. At Your own cost, You agree to maintain the Products In accordance with the applicable operationmanuals and to keep the Products In good working order, ordinary wear and tear excepted.

7. Assignment of Supplier’s Warranties. We hereby assign to You any warranties relating to the Products that We may havereceived from the Supplier.

8. Relationship of the Parties. You agree that You, not We, selected the Products and the SuppNer, and that We are a separatecompany from the Supplier and that the Supplier is not Our agent. IF YOU ARE A PARTY TO ANY POSTAGE METER RENTAL,MAINTENANCE, SERVICE SUPPLIES OR OTHER CONTRACT WITH ANY SUPPLIER, WE ARE NOT A PARTY THERETO, AND SUCHCONTRACT IS NOT PART OFTHIS LEASE (EVEN THOUGH WE MAY, AS A CONVENIENCE TO YOU AND THE SUPPLIER, BILL AND COLLECTMONIES OWED BY YOU TO THEM).

9. Default, You will be in default under this Lease If You fail to pay any amount within ten (10) days of the due date or fail toperform or observe any other obligation in this Lease. If You default, We may, without notice to You, do any one or more of thefollowing, at Our option concurrently or separately: (A) cancel this Lease; (B) require You to return the Products pursuant to Section12 below; (C) take possession of and/or render the Products unusable, and for such purposes You hereby authorize Us and Ourdesignees to enter Your premises, with prior reasonable notice or other process of law; and (0) require You to pay to Us, on demandas liquidated damages and not as a penalty, an amount equal to the sum of: (I) all Lease Payments and other amounts then due andpast due; (U) all remaining Lease Payments for the then-current term, together with any taxes due or to become due during such term(which You agree is a reasonable estimate of Our damages); and (Ni) in the event that You failed to promptly return the Products toUs, an amount equal to the remaining value of the Products at the end of the then-current term, as reasonably determined by Us. Tothe extent allowable by law, You shall also pay all Our costs in enforcing Our rights under this Lease, including reasonable attorneysfees and expenses that We incur to take possession, store, repair, or dispose of the Products, as well as any other expenses that Wemay incur to collect amounts owed to Us. We are not required to re-lease or sefl the Products if We repossess them. These remediesshall be cumulative and not exclusive, and shall be in addition to any and all other remedies available to Us.10. FInance Lease. You agree that this Lease is a “finance lease” as defined in Article 2A of the Uniform Commercial Code (“UCC”).To the extent permitted bylaw, You hereby waive any and all rights and remedies conferred upon You under UCC Sections 2A-303 and2A-50B through 2A-522, or any similar laws.

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11. Loss; Damage; Insurance. You shari: (I) bear the risk of loss and damage to the Product(s) during the Initial Term and anyRenewal Period; and (ii) keep the Product(s) insured, at Your expense, against all risks of loss and damage in an amount at east equalto Its full replacement cost.

12. Return of Products. You are required to return such Products under this Lease. At the end of the Lease, You shall, afterreceiving an Equipment Return Authorization (‘ERA”) number from Us, promptly send the Products, at Your expense plus shipping andhandling costs, to any location(s) that We designate in the contiguous United States. The Products must be properly packed forshipment with the ERA number clearly visible, freight prepaid and fully Insured, and must be received In good condition, less normalwear and tear.

13. Assignment. YOU SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, PLEDGE OR OTHERWISE ENCUMBER(COLLECTIVELY, “TRANSFER”) THE PRODUCTS OR THIS LEASE IN WHOLE OR IN PART.14. DisclaImer of Warranties. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,REGARDING ANY MATTER WHATSOEVER, INCLUDING, BUT NOT UMITED TO, THE SUITABIUTY OF THE PRODUCT(S), ITS CONDITION,ITS MERCHANTABIUTY, ITS FITNESS FOR A PARTICULAR PURPOSE, ITS FREEDOM FROM INFRINGEMENT, OR OTHERWISE. WEPROVIDE THE PRODUCTS TO YOU AS 15,” WHERE IS” AND WITH ALL FAULTS.”15. LImitation of Liability. WE SHALL NOT BE LIABLE TO YOU AND YOU SHALL NOT MAKE A CLAIM AGAINST US FOR ANY LOSS,DAMAGE (INCLUDING INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES), OR EXPENSE OF ANY KIND ARISING DIRECTLY ORINDIRECTLY FROM THE DELIVERY, INSTALLATION, USE, RETURN, LOSS OF USE, DFEa, MALFUNCTION, OR ANY OTHER MATTERRELATING TO THE PRODUCTS (COLLECTIVELY, PRODUC MATTERS”). NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE,EXCEPT FOR DIRECT DAMAGES RESULTING FROM PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY OUR GROSSNEGLIGENCE OR WILLFUL MISCONDUCT, THE MAXIMUM OUR UABILTV TO YOU FOR DAMAGES HEREUNDER SHALL NOT EXCEED THETOTAL OF THE AMOUNTS PAID TO US HEREUNDER BY YOU.

16. Notice. All notices related to this Lease to Us shall be made by You, or an attorney representing You. Notice ofnon-renewal of this Lease shall be made as outlined in Section 3 herein by calling 1-800-NEOPOST (636-7678). All othernotices, requests and other communications hereunder shall be In writing and sent to: MailFinance Inc., 478 Wheelers Fanns Road,Milford, CT 06461 (“NotIce Address”), Such notices shall be considered given when: (I) delivered personally, or (U) sent by commercialovernight courier with written confirmation of delivery. In the event that We do not accept Your offer to enter this Lease, then Youhave the right to a written statement that specifies the reasons that Your offer was not accepted. You can request such a statementby writing to Us at the Notice Address.17. IntegratIon. The Lease represents the final and only agreement between You and Us. There are no unwritten oral agreementsbetween You and Us, The Lease can be changed only by a written agreement between You and Us. The Lease incorporates and issubordinate to (I) NASPO Master Agreement ADSPO16-169901 and (U) the State of Hawaii Participating Addendum for NASPO MasterAgreement ADSPO16-169901.18. SeverabIlity. In the event any provision of this Lease shall be deemed to be invalid, illegal or unenforceable, the validity,legality and enforceability of the remaining provisions shall not In any way be affected or impaired thereby. The parties agree toreplace any Invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalidprovision.

19. WaIver or Delay. A waiver of any default hereunder or of any term or condition of this Lease shall not be deemed to be acontinuing waiver or a waiver of any other default or any other term or condition, but shall apply solely to the Instance to which suchwaiver is djrected. We may accept late payments, partial payments, checks, or money orders marked “payment In full,” or with asimilar notation, without compromising any rights under this Lease.

20. Survival of Obligations. Your obligations under this Lease shall survive any expiration or termination of any governmentprocurement contract that may be related to it. Any obligations and duties which by their nature extend beyond the expiration ortermination of this Lease shall survive the expiration or termination of this Lease.

21. Choice of Law; Venue; and Attorney’s Fees. This Lease shall be governed under the laws of the State of Hawaii, withoutregard to conflicts of law, and jurisdiction shall lie exclusively in a court of competentjurisdiction in the State of Hawaii. In any litigationor other proceeding by which one party either seeks to enforce its rights under this Lease (whether in contract, tort, or both) or seeksa declaration of any rights or obligations under this Lease, to the extent allowable by law the prevailing party shari be awarded itsreasonable attorney fees, and costs and expenses incurred.

22. <IntentIonally Omitted>

23. <IntentIonally Omitted>

24. Termination.

24.1 Non-AppropriatIon.

a. You warrant and represent that You Intend to enter into this Lease for at least the entire Initial Term and that Youare doing so for an essential government purpose. You agree that, prior to the expiration of the Initial Term, you shall not terminatethis Lease in order to obtain the same or simflar Products from another vendor.

b. You may terminate this Lease at the end of Your current fiscal year, or at the end of any subsequent fiscal year, ifappropriated funds are not available to You for the Lease Payments that will be due In the next fiscal year. In the event of such a non-appropriation, then You shall provide written notice to Us that states:

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Sufficient funds have not been and wiH not be appropriated for the remaining payments due under the Lease. Iconfirm that we will not replace the Products with similar equipment from any other party in the succeeding fiscalyear.

24.2 Convenience. You may terminate this Lease at anytime and for any reason or for no reason rTermination forConvenience”); provJded that You comply with the provisions of this paragraph, In the event of a Terminauon for Convenience, Youshall pay Us a termination charge equal to the net present value of the periodic payments remaining In the Initial Term or if applicable,the then-current Renewal Term, discounted to the present value at an interest rate equal to six percent (6%) per annum. Suchamount must be received by Us within thirty (30) days of the effective date of the termination.25. Additional Postage Meter Terms, If the Products require a postage meter then You agree that Neopost USA’S Postage MeterRental Agreement shall govern your rental of such postage meter.

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Attachment 2

Hawaii PA Postage Meter Rental Terms andConditions for NASPO ADSPOLG-1699011. Postage Meter Rental. In this Postage Meter RentalAgreement (the “Rental Agreement”), the words ‘You,” ‘Your”and “Customer” mean the participating agency that issues apurchase order for the Rental Agreement with Us (“P0”). “We,“Us” and “Our” mean Neopost USA mc, You agree to rent fromUs the postage meter Identified on the PD, (the “Postage Meter”)upon the terms stated herein.

2. Provisions as to Use. You acknowledge that: (I) asrequired by United States Postal Service regulations, the PostageMeter(s) is being rented to You and that it is Our property; (ii) thePostage Meter will be surrendered by You upon demand by Us;(iii) You are responsible for the control and use of the PostageMeter; (iv) You will comply with all applicable laws regarding Youruse or possession of the Postage Meter; (v) the use of the PostageMeter is subject to the conditions established from time to timeby the United States Postal Service; and (vi) the Postage MeterIs to be used only for generating an indicia to evidence theprepayment of postage and to account for postal funds. It Is aviolation of Federal law to misuse or tamper with the PostageMeter and, if You do so, We may terminate this Rental Agreementupon notice to You.

3. Rental Fee, Payment and Term. The initIal rental term forthe Postage Meter Is set forth on the PC (“Initial Term’). Therental fee forthe Initial Term Is also set forth on the PG. The InitialTerm of this Rental Agreement will begin on the earlier of eitherthe date the Postage Meter is Installed or five (5) days after thePostage Meter Is shipped by Us. You promise to pay to Us theamounts shown on the P0 in accordance with the paymentschedule set forth thereon, plus all other amounts stated on thePG or in this Rental Agreement. You shall make all payments tothe address Indicated on Our Invoice within thirty (30) days of thedate of Our Invoice The Postage Meter rental fee does not includethe cost of consumable supplies. This Rental Agreement Is NON-CANCELABLE during the Initial Term and any Renewal Period (asdefined below). Unless, at least thirty (30) days before the endof the Initial Term1 You: (i) notify Us that You intend to return thePostage Meter at the end of the Initial Term by calling 1-800-NEOPOST (636-7678); and (ii) send written notice to Us In themanner We instruct You when You call, this Rental Agreement willautomatically renew on a quarter-to-quarter basis, except asprohibited by law, at the then-current payment amount for suchPostage Meter (each a “Renewal Period”). We will not notify Youthat the Initial Term or any Renewal Term is ending. You mayterminate this Rental Agreement at the conclusion of any RenewalPeriod by giving Us thirty (30) days prior written notice of Yourintent to do so.

4. Return of Postage Meter and Products. Upon thetermination off this Rental Agreement, unless directed otherwiseby Us, You shall, after receiving an Equipment ReturnAuthorization (“ERA”) number from Us, promptly send thePostage Meter and any other products, at Your expense plusshipping and handling costs, to any location(s) that We designateIn the contiguous United States. The Postage Meter must beproperly packed for shipment with the ERA number clearly visible,freight prepald and fully Insured, and must be received In goodcondition, less normal wear and tear.

5. Postage Meter Maintenance, Inspections, andLocation. We will keep the Postage Meter in good workingcondition during the tern, of this Rental Agreement. The UnitedStates Postal Service regulations may require Us to periodicallyinspect the Postage Meter. You agree to cooperate with Usregarding such inspections. We may, from time to time, accessand download Information from Your Postage Meter to provide Uswith Information about Your postage usage and We may share

that Information with Our distributors and other third parties andYou hereby authorize Us to do so. You agree to promptly updateUs whenever there is any change in Your name, address,telephone number, the licensing post office, or the location of thePostage Meter.

6. Loss; Damage; Insurance. You shall: (i) bear the risk ofloss and damage to the Postage Meter and shall continueperforming all of Your other obligations hereunder even If thePostage Meter becomes damaged or there Is a loss, (ii) keep thePostage Meter insured against all risks of loss and damage in anamount at east equal to Its full replacement cost.

7. Postage Advances. We do not sell postage. In the eventYou require an emergency advance for postage, We, at Our solediscretion, may advance You money to reset the Postage Meter.If We do provide such an advance, You agree to repay Us withinfive (5) days from the time of such advance: (I) the amount ofthe emergency advance; and (ii) the then-current advance fee.8. Default. In the event You fall to perform in accordance withthe terms set forth in this Rental Agreement, or any otherAgreement with Us or any of Our affiliates, Including, but notlimited to Mailroom Finance, Inc., then We may, without notice:(i) repossess the Postage Meter(s); (ii) disable the Postage Meter;(iii) immediately terminate this Rental Agreement; and (iv)pursue any remedies available to Us at law or in equity.Furthermore, upon the return of the Postage Meter, You herebyauthorize Us to offset any amount of postage remaining in thePostage Meter, prior to any refund to You, against any amountdue to Us or any of Our affilIates. You shall also pay all of Ourcosts in enforcing Our rights under this Rental Agreement,including reasonable attorneys’ fees and expenses that We incurto take possession, store, or repair, the Postage Meter, as well asany other expenses that We may incur to collect amounts owedto Us. These remedies shall be cumulative and not exclusive, andshall be In addition to any and all other remedies available to Us.

9. Rate Updates.

A. Maintenance of Postal Rates. It is Your sole responsibilityto ensure that correct amounts are applied as paymentfor mailing and shipping services. We shall not beresponsible for returns for delivery delays, refusals, orany other problems caused by applying the incorrect rateto mall or packages.

B. Rate Updates with Online Services. If the P0 Indicatesthat You are enrolled in Our Online Services program,then We will make available periodic updates for Yourcovered products and/or Postage Meter, includingupdates to maintain accurate USPS rates for the USPSservices that are compatible with such products orPostage Meter. The rate updates that are offeredwith Our Online Services program are onlyavailable for products that are Integrated (asdefined below) Into Your mailing machine. For thepurposes of this section, “Integrated” means that thecovered hardware cannot properly operate on a standalone basis and It has been incorporated into the mailmachine. Products that are not Integrated including, butnot limited to, all Software and scales with “ST-77,” or“SE” in the model number will not receive updated ratesas part of Our Online Services program (collectively“Excluded Products”).

C. Rate Updates with Rate Change Protection and SoftwareAdvantage. If You have any of Our Excluded Products,You may have elected to purchase Rate ChangeProtection (“RCP”) from Us for Your hardware productsor Software Advantage for Your Software. If the P0indicates that You have selected RCP or Software

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Advantage, We will make available the following updatesfor Your covered products or Software: (I) updates tomaintain accurate rates for the services offered by theUSPS and other couriers that are compatible with Yourcovered product or Software; and (ii) updates for majorzip or zone changes that are compatible with Yourcovered product or Software. If any reprogramming Isrequired because You have moved the products orPostage Meter to a new location, none of the servicesdescribed in this Section cover the cost to do so.Customers with an outstanding Accounts Receivablebalance may not receive a rate update until the openbalance Is resolved.

10. United states postal service acknowledgement ofdeposit requirement. By signing this Postage Meter RentalAgreement, You acknowledge and agree that You have read theUnited States Postal Service Acknowledgement of Deposit (theAcknowledgement”) and will comply with its terms and

conditions, as It may be amended from time to time.11. Additional united states postal service terms.

A. By signing this Postage Meter Rental Agreement, Youacknowledge that You are also entering Into anAgreement w;th the United States Postal ServiceUSPS) in acrordence with the Domestic Mail ManualrDMM”) 604.4, PDstage Payment Methods, PostageMeters and PC Postage Products (collectively, ‘PostageEvldendng Systems” or ‘PE5) ad accept resuons:b.l,tyfor ntrn and use of the PES contained therein.

B. You also acknowledge You have read the 0MM 6044,Postage Payment Methods, Postage Meters and PCPostage Products (Postage Eviaencing Systems) andagree to abide by a1 rWes and regulations governIng itsuse.

C. Failure to rnply with the rules and regulationscontained in the DMM or use of the PES in any fraudulentor unlawful scheme or enterprise may resut in therevocation of this Rental Agreement.

0. You further acknowledge that any use of this PES thatfraudulently deprives the USPS of revenue can cause Youto be subect to cvj and criminal penalties applicable tofraud and/or faise claims against the United States. Thesubmission of a false, fictitious or fraudulent statementcan result in Imprisonment of up to five (5) years andfines a’ up to $10000 (1.8 U.S.C. 1001). In addition, acivil penalty of up to S5,000 and an addtionalassessment of twice the amount falsely cl&med may beimposed (3 U.S.C. 3802).

E. You further understand that the rules and regWationsregardng use of this PES as documented in the USPSDomestic Mail Manual may be updated from time to timeby the USPS and it is Your cbHgat.on to comply with anycurrent Cr future rules and regulations regardng Its use.

F. You are responsible for mmediately reporting (wthlnseveity-twc hours or less) the theft or loss cf thepcstaae meter that is subject to this Renta Agreement.Failure to mpiy with this notifkation provsion in atimely irnner may result In the deniai of refund of fundsremaining on the postage meter at the tinie of the lossCr theft.

12. <Intentionally Omitted>13. Taxes. You agree to pay for al apolicable taxes relatedto the s&e or rent& of any products or Postage Meter to You, aswell as any taxes applicable to Your possession, and/or use of theproducts and/or Postage Meter. Furthermore, You agree to pay

the applicable fee to cover Our expenses associated with theadmInistration, billing and tracking of such charges and taxes.14. DisclaImer of Warranties. EXCEPT AS EXPRESSLY STATEDHEREIN, WE MAKE NO REPRESENTATIONS OR WARRANTIES OFANY KIND, E)<PRESS OR IMPLIED, REGARDING ANY MATTERWHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THESUITABILITY OF ANY PRODUCTS OR POSTAGE METER, ifSCONDITION, ITS MERCHANTABILITY, US FITNESS FOR APARTICULAR PURPOSE, ITS FREEDOM FROM INFRINGEMENT, OROTHERWISE.

15. LimitatIon of LIability. IN NO EVENT SHALL EITHER PARTYBE SABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,INDIRECT, SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGESOF ANY KIND ARISING OUT OF, OR IN CONNECTiON WITH, THISAGREEMENT WHETHER OR NOT SUCH PARTY WAS ADVISED OFTHE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYOTHER PROVISION OF THIS RENTAL AGREEMENT, EXCEPT FORDIRECT DAMAGES RESULTING FROM PERSONAL INJURY ORDAMAGE TO TANGIBLE PROPERTY CAUSED BY OUR GROSSNEGUGENCE OR WILLFUL MISCONDUCr, THE MAXIMUM OURLIABILITY TO YOU FOR DAMAGES HEREUNDER SHALL NOTEXCEED THE TOTAL OF THE AMOUNTS PA[D TO US HEREUNDERBY ‘YOU.

16. Assignment. No right or interest In this Rertal Agreementmay be assigned by You, without Our prior written consent.

17. NotIce. All notices related to this Rental Agreement toUs shall be made by You, bran attorney representing You.Notice of non-renewal of this Rental Agreement shall bemade as outlined In SectIon 3 herein by calling 1-BOO-NEOPOST (S36-7678). A1 other notices, requests and othercotmunicat’ons hereunder shall be In writing, and shall beconsidered given when: (i) delIvered personally, or (ii) sent bycommercial overnight courier witn written confirmation ofdelivery. Written not:tes to Us shall be sent to: Neopost USA Inc.,478 Wheelers Farms Road, Nilord, Ci 06461 Notice Address).18. Integration. This Rental Agreement reoresents the final andonly agreement between You and Us regaraing Your acquisitionof the Postage Meter and any other pructs or services. Thereare no unwritten oral agreements between You and Us. ThisRental Agreement can be changed only by a signed, writtenagreement between You and Us.

19. SeverabIlity. In the event any provision of this RentalAgreement shall be deemed to be invalid, illegal or unenforceable,the valldlty, legality and enforceabiity of the remaning provisionsshat not In any way be affected or impaired thereby. The partiesagree to replace any invalid provision with a valid provis:on, whichmost closey approximates the intent and economic effect of thenva:ld pmvision,

20. WaIver or Delay. A waiver of any default hereunder or ofany term or cond.tion of this Rental Agreement shall not bedeemed to be a continuing waiver or a waiver of any other defaultor any other term or condition, but shal apply solely to theinstar.ce to which such waiver is directed. We may accept atepayments, partial payments, checks Cr money orders markedpayrnent in (ull, or with a s;milar notation, w.thout

comromising any rights under this Rental Agreement.

zi. choice of Law; Venue; and Attorneys Fees. This RentalAgreement shall be governed under the laws of the State c4Hawaii, without regard to conflicts of law, anQ Jurisdiction shall heexclus:v&y in a court of competent junsciaicn in State of Hawaii.In any Iftigation or other proceeding by whicfl one party eitherseeks to enforce Its rights under this Rental Agreement (whetherIn contract, tort, or both) or seeks a declaration of any rights orobligations under this Rental Agreement, the prevailing party shall

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be awarded Its reasonable attorney fees, and costs and expensesIncurred.

22. TerminatIon.

22.1 Non-ApproprlaUon.

a. You warrant and represent that You Intend toenter into this Rental Agreement for at least the entire Initial Termand that You are doing so for an essential government purpose.You agree that, prior to the expiration of the Initial Term, youshall not terminate this Rental Agreement In order to obtain thesame or similar Products from another vendor.

b. You may terminate this Rental Agreement atthe end of Your current fiscal year, or at the end of anysubsequent fiscal year, ii appropriated funds are not available toYou for the Rental Payments that will be due In the next fiscalyear. In the event of such a non-appropriation, then You shallprovide written notice to Us that states;

Sufficient funds have not been and will not beappropriated far the remaining payments dueunder the Rental Agreement. I confirm thatwe will not replace the Products with sImilarequipment from any other party In thesucceeding fiscal year.

22.2 ConvenIence. You may terminate this RentalAgreement at anytime and for any reason or for no reason(Termination for Convenience); provided that You comply withthe provisions of this paragraph. In the event of a Terminationfor Convenience, You shall pay Us a termination charge equal tothe net present value of the periodic payments remaining in theInitial Term or, If applicable, the then-current Renewal Term,discounted to the present value at an Interest rate equal to sixpercent (6%) per annum. Such amount must be received by Uswithin thirty (30) days of the effective date of the termination,

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