ACQ1048_Electronic_Pollbooks_KNOWINK_Amendment_2.pdf

Know Ink, LLC ACQ1048, Amendment 2 Page 1 of 18

Version 7/23

ELECTRONIC POLLBOOKS INVITATION TO BID CONTRACT (ACQ1048)

AMENDMENT 2

This Amendment 2 to contract #ACQ1048 (the “Amendment”) is between the State of Ohio, Department of Administrative Services (the “State”) and Know Ink, LLC (the “Contractor”). This Amendment changes the terms of the Electronic Pollbooks Invitation to Bid contract (ACQ1048) (the “Contract”).

WHEREAS, the State and Contractor entered into the Contract on August 2, 2023; and

WHEREAS, the State and Contractor determined that an amendment is necessary to address certain revisions to the Contract.

NOW, THEREFORE, the Contract is amended as follows:

1. The Pricelist, State of Ohio – Contract ACQ1048 Pricing dated 05/28/24, is replaced in its entirety with the revised pricelist, State of Ohio – Contract ACQ1048 Pricing dated January 21, 2025, attached to this Amendment as Exhibit 2 and incorporated as if fully rewritten herein.

2. In the Contract-Specific Terms and Conditions of the Contract, add the following as a new section:

EQUIPMENT LEASING

Ordering Agencies may lease rather than purchase the equipment available under this Contract. In order to lease the equipment, the Ordering Agency must enter into a Master Lease Agreement with the Contractor, the form of which is attached to this Contract as Exhibit 3.

3. Add Exhibit 3, Master Lease Agreement, to the Contract. Exhibit 3 is attached to this Amendment and incorporated as if fully rewritten herein.

This Amendment shall become effective as of the date of the State’s signature and shall remain in full force and effect for the term of the Contract. Except as modified by this Amendment, all other terms, conditions and pricing of the Contract shall remain the same and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates appearing below.

KNOW INK, LLC STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Kevin Schott Name: Kathleen C. Madden

Title: CFO Title: Director

Date: Date:

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EXHIBIT 2

ACQ1048 KNOW INK, Price list dated January 21, 2025

Poll Pad Package with I360 Stand and Receipt Printer Poll Pad Package with Flip Stand and Receipt Printer PollPad Package No Receipt Printer

Unit Price

Poll Pad Software License $725.00

BASE POLL PAD HARDWARE

iPad 10th Gen Wi-Fi 64Gb $340.00 iPad 10th Gen Cellular 64 GB $470.00 i360 Swivel Stand $50.00 Flip Stand with Printer $135.00 Flip Stand No Printer $105.00 ESS Printer Stand $160.00 Transport Case 910 $110.00 Transport Case 920 either Foam Style $135.00 Transport Case 925 Fip Stand Only $165.00 Transport Case 933 ESS Flip Stand $175.00 Stylus (2) $5.00 Shipping $20.00 Kitting and Configuration Fee for Refreshes $50.00

Printers Receipt Printer $375.00 Label Printer $525.00 Curbside Hip Printer $510.00

Realtime Connectivity Greater Than 500 Units $5,000.00 499 -100 Units $2,500.00 Less Than 100 Units $1,000.00

10th Gen 10th Gen

WIFI Cellular $1,650.00 $1,780.00 $1,765.00 $1,895.00 $1,250.00 $1,380.00

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Accessories Encoders $110.00 Encoder Bracket $20.00 iSync Drives $40.00 Outer Box $50.00 ESS Poll Pair Cables $150.00 Star Micronics Printer Power Supply $60.00 i360 Sled $17.50 i360 ID Tray $7.50 i360 Arm & Base $25.00

USB-Lightning Cable 18" $10.00 USB-A to USB-C 18" $10.00 USB-Lightning Cable 9' $15.00

Anker USB-C to USB-C 6' $12.00

USB-C to Micro 6' $12.00 USB-A to Micro 6' $12.00 USB-A to Micro 18" $10.00

Navy USB Power Adapter $10.00 Navy USB-C Power Adapter $10.00

Apple branded 3' USB Lightning Cable $25.00 Apple branded 18'' USB Lightning Cable $25.00 Apple branded USB Power Adapter 2.1a $19.00

Microfiber cleaning cloth $1.00

Paper Printer Paper (50 qty. case) $135.00 Printer Paper (single roll) $3.00 Printer Paper (2in Curbside Hip) Case of 50 $50.00 Label Printer Paper, 3" (Case of 12 rolls, 6,000 labels per case) $250.00 Label Printer Paper 3" (Single roll, 500 labels) $24.00 Label Printer Paper, 2" (Case of 12 rolls, 10,800 labels per case $150.00 Label Printer Paper 2" (Single roll, 900 labels/roll) $15.00

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Poll Pad Annual Software Maintenance and Support $100.00 Poll Pad Annual Connectivity and Security $50.00

Epulse Annual Maintenance for Real-Time Connectivity Greater Than 500 Units $ 1,000.00 499 -100 Units $ 500.00 Less Than 100 Units $ 200.00

KNOW INK Care KNOW INK Care IPAD Only $ 45.00 KNOW INK Care All Hardware $ 75.00

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Meraki Access Points Meraki Access Point Including 3 year $ 2,500.00 Meraki 3 year Renewal $ 300.00

Cradle Points Cradle point Router 200 $350.00 Cradle point Router 700 $650.00 Cradle point Router 920 $1,500.00

Data Fees Annual Data Activation $ 15.00 Data Usage Per Election $ 30.00

Poll Synchs Purchase Poll Synch (2 Thunder Stations) Annual Maintenance One Day Installation & Training

$ 10,000.00

$ 2,500.00 $ 2,500.00 per day per person

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KNOWiNK Election Services

Pre-Election

Min 2 days ($2,500/hd/day)

1 Staff Min Required

Early Voting EV Period

Min 4 up to 7 days

1 Staff Min Required

Election Day

1+ day

Post-Election

PE Period Min 2 up to 3 days

Pre-Election (up to 2 weeks long) Configure Poll Pads for Election

Cradle Points configuration Downloading the election data Verifying the Poll Pad is ready for voting

Early Voting (varies by jurisdiction) Staff on site for EV support

Election Day Staff on site for Election Day support

Post Election (up to 1 week after) Uploading election data into ePulse

Inventory and storage of Poll Pads and accessories

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EXHIBIT 3

MASTER LEASE AGREEMENT

This Master Lease Agreement (the “Agreement”) is entered into as of the latest date of signature below (the "Effective Date"), by and between _____________ (“Customer”), and KNOW INK, LLC (“KNOWiNK) under and subject to the contract between KNOWiNK and the State of Ohio #ACQ1048 (the “Contract”).

The parties above shall also be referred to individually, as the “party” and collectively, the “parties.”

WHEREAS Customer wishes to engage KNOWiNK to lease electronic poll books (“EPBs”) and certain equipment (collectively “Equipment”) to Customer;

WHEREAS KNOWiNK is willing to lease the required Equipment to Customer;

NOW THEREFORE, in consideration of the mutual agreements set forth in this Agreement, Customer and KNOWiNK agree as follows:

1. PROVISION OF THE EQUIPMENT

KNOWiNK shall lease the Equipment to Customer within the attached quote (Exhibit B, “Quote”), which is hereby deemed fully incorporated herein by reference. The lease is subject to the terms of this Agreement and the Contract.

2. RESERVED

3. LEASE OF EQUIPMENT

3.1. Customer requests that KNOWiNK lease the Equipment to Customer on the terms and conditions contained herein.

3.2. TERM AND RENT FOR INITIAL EQUIPMENT AS PROVIDED IN QUOTE

a. Equipment: See Quote in Exhibit B.

b. Lease Term: This Agreement shall commence on the day that Customer executes a

Delivery and Acceptance Certificate with respect to the Equipment and/or confirms its acceptance of the Equipment to KNOWiNK. The initial lease term shall be for ____ months ("Initial Lease Term"). Customer shall have the right to renew this Agreement for additional ____ months terms at the sole discretion of the Customer and receive upgraded hardware (provided the prior hardware is returned in good condition as provided below) ("the Renewal Lease Term).

c. Lease Payments: Payment by Customer for the Equipment is due to KNOWiNK in accordance with the schedule as set forth within the Quote. Failure to make payments in accordance with this schedule may result in KNOWiNK removing its Equipment and terminating its Services.

d. Maintenance: KNOWiNK will provide Software Support Services at no additional charge only upon receipt of the annual lease and annual maintenance payments as set forth above and within the Quote.

e. Upgraded Equipment: Subject to Customer being in good standing under this Agreement, and upon Customer returning all original Equipment from the Initial Lease Term to KNOWiNK in good condition and in working order acceptable to KNOWiNK, KNOWiNK shall provide Customer with upgraded Equipment at the commencement of each Renewal Lease Term..

f. End of Lease: Upon expiration of a Renewal Lease Term, provided Customer is in good standing with all of its Lease Payments, Customer shall have the option to purchase the

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Equipment set forth in Exhibit B at the fair market value or renew this Agreement as set forth below. If Customer does not wish to purchase the Equipment or renew this Agreement, Customer must return all items of Equipment to KNOWiNK in good working condition, normal use wear excluded. Customer agrees to provide KNOWiNK with written notice of Customer’s decision not more than 180 days and not less than 30 days prior to the expiration of the Lease Term. If by proper notice, Customer elects to purchase the Equipment, KNOWiNK will invoice the Customer for the then-current fair market value of the Equipment, and upon payment of the invoice and all other sums due hereunder, KNOWiNK shall convey title to the Equipment to Customer free of liens and encumbrances created by KNOWiNK on an AS-IS, WHEREAS-IS basis without warranty.

3.3. UNLESS DUE TO A FORCE MAJEURE EVENT, CUSTOMER’S OBLIGATION TO PAY ALL

LEASE PAYMENTS IS ABSOLUTE AND UNCONDITIONAL AND IS NOT SUBJECT TO ANY

ABATEMENT, SET–OFF, DEFENSE OR COUNTER- CLAIM FOR ANY REASON WHATSOEVER

AND WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR

OTHER RIGHT WHICH CUSTOMER MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR

THE MANUFACTURER. NOTWITHSTANDING THE FOREGOING, IF CUSTOMER DOES NOT

RECEIVE APPROPRIATION OF THE FUNDS REQUIRED TO PAY THE LEASE FEES, THE

LEASE WILL AUTOMATICALLY TERMINATE WITH NO FURTHER FINANCIAL OBLIGATIONS

OF CUSTOMER AND CUSTOMER MUST IMMEDIATELY RETURN ALL EQUIPMENT TO

KNOWINK.

3.4. CUSTOMER MAY NOT ASSIGN THIS AGREEMENT OR THE RIGHTS HEREUNDER, NOR WILL

THE CUSTOMER SUBLEASE OR LEND THE EQUIPMENT OR SUBMIT IT TO BE USED BY

ANYONE OTHER THAN CUSTOMER’S EMPLOYEES OR THE EMPLOYEES OF ANY OTHER

AGENCY, DEPARTMENT OR POLITICAL SUBDIVISION WITHOUT THE PRIOR WRITTEN

CONSENT OF KNOWINK, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD.

KNOWiNK may not assign any interest in this Agreement and in each item of the Equipment and monies to become due to KNOWiNK hereunder without prior written consent of the State.

3.5. Customer will, at its sole expense, surrender the Equipment then subject to any Lease Term upon a termination of the Agreement, pursuant to the provisions hereof, within 30 days after the expiration of the Lease Term by delivering the Equipment to KNOWiNK, or its designee, at a location reasonably designated by KNOWiNK within the Continental United States. The Customer, at its sole expense, will pack or crate the Equipment or its component parts carefully and in accordance with any recommendations of the Manufacturer with respect to similar new Equipment before surrendering the Equipment to the KNOWiNK. When an item of Equipment is surrendered to KNOWiNK, it will be in the condition and repair required to be maintained under this Agreement.

If KNOWiNK reasonably determines that an item of Equipment, once it is returned, is not in the condition required hereby due to the fault or negligence of the Customer, KNOWiNK may cause the repair or service of the Equipment to achieve such condition and upon invoice, Customer will promptly pay KNOWiNK for all amounts reasonably expended in connection with the foregoing.

Customer shall remove all confidential information from the Equipment prior to return to KNOWiNK in compliance with all applicable state and federal laws and KNOWiNK shall not be responsible for any information not removed from the Equipment prior to return.

3.6. Customer is not responsible for the risk of loss or destruction of, or damage to the Equipment during shipping back to KNOWiNK provided the Equipment is properly packaged and insured when shipped. No such loss or damage will relieve Customer from any obligation under this Agreement, which will continue in full force and effect. Customer will promptly notify KNOWiNK in writing of any loss or destruction or damage to the Equipment and Customer will, at the option of KNOWiNK, (a) repair the Equipment to good condition and working order, or (b) replace the Equipment with identical Equipment in good repair, condition and working order, acceptable to KNOWiNK and transfer clear title to or a right to use, as appropriate, such replacement Equipment to KNOWiNK, whereupon such Equipment will be subject to the Lease and be deemed the Equipment for purposes hereof. All proceeds of insurance received by KNOWiNK as a result of such loss or

Know Ink, LLC ACQ1048, Amendment 2 Page 10 of 18 damage will, where applicable, be applied toward the replacement or repair of the Equipment or the payment of the obligations of Customer hereunder.

3.7. During the term of this Agreement, Customer will either self-insure or purchase and maintain insurance for the Equipment against all risks of loss or damage in an amount not less than the replacement cost of the Equipment. Customer will also either self-insure or purchase and maintain insurance for both personal injury and property damage.

3.8. The term “Event of Default” means any of the following with respect to Customer: (a) Customer fails to make any Lease Payment, or any other payment, as it becomes due and such failure is not cured within 10 days upon written notice from KNOWiNK; (b) Customer breaches any warranty or other obligation under this Agreement and such breach is not cured within 15 days after KNOWiNK provides written notice to Customer; (c) Customer enters into any transaction of merger or consolidation in which it is not the surviving entity or sells, transfers or otherwise disposes of all or substantially all of its assets without KNOWiNK’s prior written consent; (d) Customer or any guarantor of Customer’s obligations hereunder (“Guarantor”) become insolvent or unable to pay debts when due, stop doing business as a going concern, make an assignment for the benefit of creditors; or voluntarily file or have filed against Customer or Guarantor, a petition for liquidation, reorganization, adjustment of debt or similar relief under the U.S. Bankruptcy Code or any other similar applicable bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for Customer or Guarantor or a substantial part of Customer’s or Guarantor’s assets; (e) any representation or warranty made by Customer herein or otherwise furnished KNOWiNK in connection with this Agreement proves at any time to have been untrue or misleading in any material respect; or (f) there is a material adverse change in Customer’s financial condition or operations.

3.9. The term “Event of Default” means any of the following with respect to KNOWiNK: (a) KNOWiNK breaches any warranty or other obligation under this Agreement and such breach is not cured within 15 days after Customer provides written notice to KNOWiNK; (b) any representation or warranty made by KNOWiNK or otherwise furnished to Customer in connection with this Agreement proves at any time to have been untrue or misleading in any material respect; (c) KNOWiNK enters into any transaction of merger or consolidation in which it is not the surviving entity or sells, transfers or otherwise disposes of all or substantially all of its assets without prior written notification to and consent of Customer; or (d) KNOWiNK becomes insolvent, stops doing business as a going concern, makes an assignment for the benefit of creditors; or voluntarily files or have filed against KNOWiNK, a petition for liquidation, reorganization, adjustment of debt or similar relief under the U.S. Bankruptcy Code or any other similar applicable bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for KNOWiNK or a substantial part of KNOWiNK’s assets.

3.10. Upon the occurrence of an Event of Default by Customer, KNOWiNK may declare this Agreement in default and exercise one or more of the following remedies: (a) terminate this Agreement and declare the unpaid balance of Lease Payments for the then-current Customer fiscal year immediately due and payable upon written notice to the Customer, (b) charge Customer interest on all monies due KNOWiNK at the maximum rate permitted by law, (c) charge Customer a returned-check or non-sufficient funds charge (“NSF Charge”) of $25.00 for a check that is returned for any reason; or (d) terminate this Agreement and require that Customer return the Equipment to KNOWiNK and in the event Customer fails to return the Equipment, KNOWiNK will have the right to enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Customer waives all damages occasioned by such retaking except such damages caused by KNOWiNK’s gross negligence or willful misconduct or that cannot be limited by law. KNOWiNK may, at its option, use, ship, store or repair any items of the removed Equipment and will sell, lease or otherwise dispose of any such Equipment at a private or public sale. If KNOWiNK disposes of the Equipment, KNOWiNK will give Customer credit for any sums received by KNOWiNK from the sale or lease of the Equipment after deduction of the expenses of the sale or lease. All remedies of KNOWiNK are cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or

Know Ink, LLC ACQ1048, Amendment 2 Page 11 of 18 separately. No failure by KNOWiNK to exercise and no delay in exercising any right or remedy will operate as a waiver thereof or modify the terms of this Agreement. A waiver of default will not be a waiver of any other or subsequent default. KNOWiNK’s recovery will not exceed the maximum recovery permitted by law.

3.11. Upon the occurrence of any Event of Default by KNOWiNK, Customer may declare this Agreement in default and exercise one or more of the following remedies: (a) terminate this Agreement and return all Equipment at KNOWiNK’s expense with no liability for any future Lease Payments after the return of the Equipment; (b) withhold payment until the Event of Default is remedied by KNOWiNK and Customer will not be responsible for Lease Payments during the Event of Default;

(c) institute suite against KNOWiNK to enforce performance by KNOWiNK of the covenants, terms and provisions of this Agreement; or (d) exercise any other right or remedy which may be available to it under any applicable law. All remedies of Customer are cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. No failure by Customer to exercise and no delay in exercising any right or remedy will operate as a waiver thereof or modify the terms of this Agreement. A waiver of default will not be a waiver of any other or subsequent default.

3.12. It is the intent of the parties that this is a true lease.

3.13. Customer hereby represents, warrants and covenants to KNOWiNK the following with respect to this Agreement as of the date Customer executes the Delivery and Acceptance Receipt related thereto: (a) Customer is organized and validly existing under the laws of the state of its organization, with adequate power and capacity to enter into the Agreement, all documents related to the lease of the Equipment and any other documents required to be delivered in connection with the Agreement or the Equipment (hereinafter “Documents”) and is duly qualified to do business wherever necessary to carry on its present business; (b) the Documents have been duly authorized, executed and delivered by Customer and constitute valid, legal and binding agreements, enforceable in accordance with their terms; (c) no approval, consent or withholding of objections is required from any federal, state or local governmental authority or instrumentality with respect to the entry into or performance by Customer of the Documents; (d) the entry into and performance by Customer of its obligations under the Documents will not (i) violate any judgment, order, law or regulation applicable to Customer or (ii) result in any breach of or constitute a default under any agreement (other than the Agreement or any purchase money security interest retained by any supplier) to which Customer is a party; (e) there are no suits or proceedings pending or threatened against or affecting Customer, which will have a material adverse effect on the ability of Customer to fulfill its obligations under the Agreement; (f) the Equipment will be used for business purposes, and not for personal, family or household purposes; (g) Customer will comply with all laws, regulations and orders relating or pertaining to the Equipment and this Agreement; and (h) Customer will not directly or indirectly create, incur, assume or suffer to exist any lien on or with respect to the Equipment or KNOWiNK’s title thereto, except such liens as may arise through the independent acts or omissions of the KNOWiNK; and (i) Customer, at its own expense, will promptly pay, satisfy or otherwise take such actions as may be necessary to keep the Equipment free and clear of any and all such liens.

4. OBLIGATIONS

4.1. Shipping dates are approximate and are based, to a great extent, on prompt receipt of all necessary ordering information from Customer. Billing will commence once delivery of the Equipment has been made.

4.2. On Non-Election Days, KNOWiNK will physically or remotely answer or respond to a service call request within eight hours. On Election Day, KNOWiNK’s help desk will be available for calls one hour prior to polls opening until one hour after polls close. On Election Day, all calls will be acknowledged and/or addressed within one hour.

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4.3. Each party agrees to comply with applicable laws, rules and regulations in connection with its performance under this Agreement or use of the Equipment. The Equipment may be subject to U.S. and other government export control regulations. Customer shall not export or re-export all or a part of the Equipment.

5. TERM; TERMINATION

5.1. The term of this Agreement is as set forth in Section 3.2 above.

5.2. Either party may terminate this Agreement if the other party is in material breach of this Agreement and fails to cure such breach as set forth herein, or otherwise within thirty (30) days after written notice of such breach has been given.

5.3. Sections 2.3-2.5, 3, 4, 8, 9, 10, 11 and 13-16 shall survive any termination or expiration of this

Agreement. All other rights and obligations shall be of no further force or effect.

6. PRICING

6.1. Prices for the lease of initial Equipment, shall be specified by KNOWiNK in the relevant quotation or proposal at or below the rates set forth in the Contract: however, prices in Quotes signed by both Parties are not subject to change. Unless otherwise noted, all prices include shipping and packing costs, and insurance.

6.2. Reserved.

6.3. Reserved.

6.4. All prices are exclusive of applicable taxes. All applicable taxes shall be payable by Customer, unless Customer presents KNOWiNK with a proper certificate of exemption from such tax.

7. RESERVED

8. PAYMENT TERMS

8.1. KNOWiNK will invoice Customer for all payments due under this Agreement as set forth in the

Contract. Except as otherwise provided in the applicable Quote, such invoices shall be paid in full within thirty (30) days after delivery.

8.2. If any dispute exists between the parties concerning any payment or invoice, Customer shall promptly pay the undisputed portion upon receipt of an invoice for such undisputed amount. Such payment will not constitute a waiver by Customer, KNOWiNK of any of their respective legal rights and remedies against each other.

9. RESERVED

10. RESERVED

11. WARRANTY

11.1. Except for any warranties as expressly set out in the Agreement, KNOWiNK does not make any warranty of any kind concerning the Equipment, and hereby disclaims any and all express or implied warranties of any kind. No advice or information, whether oral or written, obtained from KNOWiNK or elsewhere will create any warranty not expressly stated in this Agreement.

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11.2. Any tampering, misuse or negligence in handling or use of Equipment provided hereunder renders the warranty void. Further, the warranty is void if, at any time, Customer or any third party attempts to make any internal changes to the Equipment; if at any time the power supplied to any part of the Equipment exceeds the rated tolerance; if any external device attached by Customer creates conditions exceeding the tolerance of the Equipment; or if any time the serial number plate is removed or defaced. OPERATION OF THE EQUIPMENT THAT RENDERS THIS WARRANTY

VOID WILL BE DEFINED TO INCLUDE ALL OF THE POSSIBILITIES DESCRIBED IN THIS

PARAGRAPH, TOGETHER WITH ANY PRACTICE WHICH RESULTS IN CONDITIONS

EXCEEDING THE DESIGN TOLERANCE OF THE EQUIPMENT.

12. RESERVED

13. FORCE MAJEURE

See the force majeure provision of the Contract.

14. RESERVED

15. DISPUTE RESOLUTION

15.1. The parties will attempt to resolve any claim or controversy related to or arising out of this

Agreement, whether in contract or in tort (“Dispute”), on a confidential basis according to the following process, which either party may start by delivering to the other party a written notice describing the dispute and the amount involved (“Demand”).

15.2. After receipt of a Demand, authorized representatives of the parties will meet at a mutually agreed-upon time and place to try to resolve the Dispute by negotiation. If the Dispute remains unresolved after this meeting, either party may start mandatory nonbinding mediation under the commercial mediation rules of the American Arbitration Association (“AAA”) or such other mediation process as is mutually acceptable to the parties.

15.3. Notwithstanding the other provisions of this Section 15, if either party seeks injunctive relief, such relief may be sought in a court of competent jurisdiction without complying with the negotiation and mediation provisions of this Section.

15.4. Neither mediation under this section nor any legal action, regardless of its form, related to or arising out of this Agreement may be brought more than two (2) years after the cause of action first accrued.

16. GENERAL

16.1. This Agreement is made under and subject to the Contract. The terms of the Contract other than terms related to purchasing of Equipment are incorporated into this Agreement as if fully rewritten herein. In the event of a conflict, the terms of this Agreement control.

16.2. This Agreement is the complete and exclusive statement of the mutual understandings of the parties regarding the subject matter hereof. It is the intention of the parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, representations, or agreements, written or oral, between the parties hereto. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement other then what is expressly stated herein. This Agreement may not be amended or waived except in writing signed by an officer of the party to be bound thereby.

16.3. Any notice required or permitted to be given under this Agreement by one party to the other must be in writing and shall be given to Customer at the address set forth on Exhibit A, or to KNOWiNK

Know Ink, LLC ACQ1048, Amendment 2 Page 14 of 18 at the address set forth on the first page of this Agreement, and deemed to have been given: (a) immediately, if delivered personally; (b) on the fifth (5th) business day following mailing if placed in the United States Mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to such address. Each party may change its address for notice by giving written notice of the change to the other party; (c) immediately, if sent via electronic mail, with proof of delivery receipt; or (d) on the next business day upon confirmation of delivery, if delivered by overnight delivery by a nationally recognized overnight delivery service.

(Signature page to follow)

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Authorized representatives of Customer and KNOWiNK have read the foregoing Agreement and all documents incorporated into this Agreement and agree and accept such terms as of the Effective Date.

CUSTOMER ( ): KNOWiNK, LLC:

Signature: Signature: ________________________

Print Name: Print Name: ______________________

Title: Title: ___________________________

Date: Date: ___________________________

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Exhibit A

General Information

Customer Jurisdiction Name:

Licensed Location (City/State):

Customer Contact(s):

Billing Address:

City / State / ZIP:

Shipping Address (if different):

City / State / ZIP:

Contact Telephone:

Alternate Telephone:

Fax:

Email:

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Exhibit B

Quote

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SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

2 Upon signature

This amendment is issued to update the pricelist. Additionally, this amendment is issued to include a Lease Agreement.

1 05/28/24

Amendment 1 added language to Contract Specific Terms and Conditions to allow requests for pricelist updates as the result of new technology.