Common use of CHANGES TO PRODUCT OR SERVICE OFFERINGS Clause in Contracts

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: a) the best terms offered by Contractor to any other customer, or b) not less than twelve (12) months from the date of notice; and (iii) at Authorized User’s option, provided that the Authorized User is under contract for maintenance on the date of notice, either: provide the Authorized User with a Product replacement or migration path with at least equivalent functionality at no additional charge to enable Authorized User to continue use and maintenance of the Product. In the event that the Contractor is not the Product Manufacturer, Contractor shall be required to: (i) provide the notice required under the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw support. The provisions of this subdivision (a) shall not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other customer, or (b) not less than twelve (12) months from the date of notice; and (iii) at Authorized User’s option, provided that the Authorized User is under contract for maintenance on the date of notice, either: provide the Authorized User with a of b. Product replacement or migration path with at least equivalent functionality at no additional charge to enable Authorized User to continue use and maintenance of the Product. Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under State and each Authorized User in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other customer, or (b) not less than twelve (12) months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply or eliminate Contractor’s obligations where withdrawn support if the Contractor is being provided by an independent Subcontractor. In not the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorProduct manufacturer.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: a) the best terms offered by Contractor to any other customer, or b) not less than twelve (12) months from the date of notice; and (iii) at Authorized User’s option, provided that the Authorized User is under contract for maintenance on the date of notice, either: provide the Authorized User with a Product replacement or migration path with at least equivalent functionality at no additional charge to enable Authorized User to continue use and maintenance of the Product. . b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under State and each Authorized User in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw support. The provisions of this subdivision (withdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: a) shall the best terms offered by Contractor to any other customer, or b) not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor.less than twelve

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorRecovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. In the event that such Subcontractor ceases 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to provide serviceProduct or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor shall be responsible for subcontracting such service, subject Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to state approval, to an alternate Subcontractor.Project Deliverables 24 64

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorRecovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. In the event that such Subcontractor ceases 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to provide serviceProduct or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor shall be responsible for subcontracting such serviceInstallation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 APRIL 2016 Attachment 1 - Pricing Group 39000, subject to state approval, to an alternate Subcontractor.Award 23262 Industrial and Commercial Supplies and Equipment (Statewide) Category Discounts

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 APRIL 2016 A Contractor must complete all non-shaded cells on the worksheet. The shaded cells perform automatic calculations of the data entered and are locked or provide the Contractor with additional information in a read-only format. All other cells are read-only. Only those cells provided for entering Sales information are to be accessed by the Contractor. Contractor's Invoice # Invoice number on Contractor's invoice to ordering entity Invoice Date Date on Contractor's invoice to ordering entity Order # Number on ordering entity's order Order Date Date on ordering entity's order Product Category Category name of the products awarded by OGS. Choose category in drop down or enter type of category. Authorized User Authorized User placing purchase order with Contractor (ie. DOT, OGS, Albany County, etc.) "State" or "Non-State" Select "State" for Agencies listed on "State Agency" tab select "Non-State" for all other Authorized Users Ship to City City (village/town/etc.) where the Product was delivered or installed Ship to County County where the Product was delivered or installed Contractor's Part/Stock # Part/Stock used for ordering Item Description Description of part/stock product Manufacturer Name Manufacturer of the Item purchased Manufacturer's Part No. ‘The manufacturer’s obligations where withdrawn support unique identifier assigned to the item, which consists of alphanumeric characters. Examples of manufacturer’s part numbers include Product Order Codes, ID Numbers, Model Numbers and Catalog Numbers. Should the Manufacturer’s Model Number and Part Number be identical, then this information should be listed in both the ‘Manufacturer’s Model Number’ and ‘Manufacturer’s Part Number’ fields’ List Price (Unit Price) Price published in the catalog for the item purchased NYS Contract Price (Unit Price) Unit Price of the product that an Authorized User will be invoiced NYS Discount Percentage The percent difference between List Price and NYS Contract Price Quantity Quantity purchased by the Authorized User NYS Contract Price (Total) The Multiplied Value of Quantity and NYS Contract Price Reseller/Distributor/Dealer Name of the Approved Reseller/Distributor/Dealer that sold a Contract Item to an Authorized User. NYS Certified M/WBE Contractor to answer "MBE" or "WBE" or "M/WBE" if Reseller/Distributor/Dealer is being provided a NYS Certified M/WBE NYS SDVOB Contractor to answer "Yes/No" if Reseller/Distributor/Dealer is a NYS SDVOB NYS Small Business Contractor to answer "Yes/No" if Reseller/Distributor/Dealer is a NYS Small Business (100 or fewer employees) 23243_AppendixC_ReportofContractUsage.xlsx Page 1 of 2 Contractor Name: 0 Catalog Name: 0 Contract Reporting Period (Dates): 0 Contract Number: 0 Contractor's Invoice # Invoice Date Order # Order Date Product Category Authorized User "State" or "Non-State" (see "State Agency" tab) Ship to Authorized User City Ship to Authorized User County Contractor's Part/Stock # Item Description Manufacturer Name Manufacturer's Part # List Price (Per Unit ) NYS Contract Price (Per Unit) NYS Discount Percentage Quantity NYS Contract Price (Total) Reseller | Distributor | Dealer (if applicable) NYS Certified MWBE NYS SDVOB NYS Small Business Vehicle Lifts Wheel Service Equipment Portable Shop Equipment Garage Shop Equipment Vehicle Wash Equipment Other Equipment Installation Training Other Services Award XXXXX 2 of 2 The following provisions are required by an independent Subcontractor. In federal funding agencies in order for expenditures by Authorized Users to be eligible for federal reimbursement in the event that such Subcontractor ceases of a State declaration of disaster emergency pursuant to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorSection 28 of the Executive Law.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i1) notify the Commissioner, each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii2) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: a) the best terms offered by Contractor to any other customer, or b) not less than twelve (12) months from the date of notice; and (iii3) at Authorized User’s option, provided that the Authorized User is under contract for maintenance on the date of notice, either: a) provide the Authorized User with either a Product replacement or migration path with at least equivalent functionality at no additional charge, or b) provide Authorized User with the source code for Licensed Product at no additional charge to enable Authorized User to continue use and maintenance of the Product. In the event that the Contractor is not the Product Manufacturer, Contractor shall be required to: (i1) provide the notice required under the paragraph (1), above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and (ii2) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw withdrawn support. The provisions of this subdivision paragraph (a) shall not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractorsubcontractor. In the event that such Subcontractor subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractorsubcontractor.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to provide serviceAward 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor shall be responsible 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for subcontracting such service, subject Offers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 Warranties 54 N Weekend and Holiday Deliveries 32 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to state approval, to an alternate Subcontractor.Project Deliverables 64

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to provide serviceAward 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 X X Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor shall be responsible 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for subcontracting such service, subject Offers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to state approval, to an alternate Subcontractor.Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 Authorized users that may want to seek federal funds from the federal funding agencies for the purchase of goods or services during a declared disaster are advised that federal funding agencies require particular terms and conditions be included in the contract for those goods and services. For the convenience of authorized users, those terms and conditions are set out below and can also be found at the FEMA website. Authorized users of statewide contracts should consider adding this language to future purchase orders and secondary level competitions (often referred to as RFQs or mini- bids), unless the language is being provided already attached to the statewide contract. State agencies making purchases to respond to disasters through a vehicle other than a centralized contract are required by an independent SubcontractorSection H.6. In of Budget Bulletin H-501R to include these and other terms into their contracts using the Appendix set forth in the Budget Bulletin. The following provisions are required by federal funding agencies in order for expenditures by Authorized Users to be eligible for federal reimbursement in the event that such Subcontractor ceases of a State declaration of disaster emergency pursuant to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorSection 28 of the Executive Law.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw support. The provisions of this subdivision withdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In submit the event that such Subcontractor ceases proposed rebundling change to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor.the

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorRecovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. In the event that such Subcontractor ceases 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to provide serviceProduct or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor shall be responsible for subcontracting such service, subject Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to state approval, to an alternate Subcontractor.Project Deliverables 24 64 APRIL 2016

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other customer, or (b) not less than twelve (12) months from the date of notice; and (iii) at Authorized User’s option, provided that the Authorized User is under contract for maintenance on the date of notice, either: provide the Authorized User with a Product replacement or migration path with at least equivalent functionality at no additional charge to enable Authorized User to continue use and maintenance of the Product. . b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under State and each Authorized User in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other customer, or (b) not less than twelve (12) months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply or eliminate Contractor’s obligations where withdrawn support if the Contractor is being provided by an independent Subcontractor. In not the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorProduct manufacturer.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply or eliminate Contractor’s obligations where withdrawn support if the Contractor is being provided by an independent Subcontractor. In not the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorProduct manufacturer.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorRecovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. In the event that such Subcontractor ceases 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to provide serviceProduct or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor shall be responsible for subcontracting such service, subject Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to state approval, to an alternate Subcontractor.Project Deliverables 24 64 APRIL 0000

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 (1) GENERAL REQUIREMENTS (a) shall not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject the following: (i) Provide EMP services on a statewide basis pursuant to state approval, the needs of Authorized Users. (ii) Determining whether equipment maintenance contracts currently in effect meet the established criteria for transfer to an alternate SubcontractorEMP and help Authorized Users establish relationships with prospective Service Providers. (iii) Making recommendations regarding providers of maintenance agreements and service contracts, coverage, and terms and conditions for contingency circumstances. (iv) Assisting Authorized Users in the placement and implementation of new service agreements in the most efficient and cost effective manner. (v) In subsequent years assist Authorized Users in the placement of service agreement renewals in the most efficient and cost-effective manner. (vi) Ensure contracts and agreements are in place and administered so that there is continuous coverage for ongoing equipment maintenance services for the duration of the contract. (vii) Provide a minimum of one full-time contractor representative whose dedicated workload is to handle daily operations and provide ongoing support for the Contract. This full-time employee must be available for onsite visits, consultations and meetings. (viii) Provide additional staff as needed to maintain daily operations to the level of service agreed upon. (ix) Attend meetings with OGS and others as requested. (x) Provide and maintain an on-line database with pertinent reports as requested in Section 3 below. (xi) Generate regular billing statements. (xii) Provide training for participating Authorized Users and Service Providers. (xiii) Contractor shall issue individual equipment maintenance service agreements for each Authorized User. Contractor may issue master maintenance service agreements for larger Authorized Users. (xiv) Contractor shall provide web-based database and reporting, which can be accessed over a secure website. (xv) Contractor shall provide on-line reports, updated daily, which are available to all Authorized Users 24 hours a day, seven (7) days a week, as well as create customized reports upon request.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Audit of Licensed Product Usage Assignment Assignment of Claim No. 15 40 49 P Participation in Centralized Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Proof of License Prompt Payments Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 13 14 31 10 35 12 16 47 30 15 18 36 11 48 38 44 27 52 33 13 41 42 8 43 17 19 34 50 54 32 Bid Evaluation 16 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 16 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation 56 57 51 37 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 15 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 15 Appendix C – Contract Modification Procedure The following guidelines are subject to change at the discretion of OGS. A Contract Amendment requires a formally executed document by mutual agreement of the Parties, to be provided by an independent Subcontractor. In OGS Contract Administrator, after submission and approval of the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorContract Modification Form.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to Award 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 X X Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for Offers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32 The following provisions are required by an independent Subcontractor. In FEMA in order for expenditures by Authorized Users to be eligible for federal reimbursement in the event that such Subcontractor ceases of a State declaration of disaster emergency pursuant to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorSection 28 of the Executive Law.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 APRIL 2016 GROUP 30601 – Tires, Retreads (Statewide) Report of Contract Usage‌ The chart below provided definitions for the columns listed in the Report of Contract Usage. Please use this as a reference when populating these tabs. Contractor Invoice Number The number indicated by the Contractor on the invoice for the Contract Item 12345 Contractor Invoice Date Date of invoice 06/24/14 Authorized User PO # (if applicable) The number indicated by the Authorized User Purchase Order 12345 Authorized User Entity Name The name of the entity indicated on the Purchase Order NYS Department of Transporation Region/Facility/Location Name Region, facility, or location associated with the agency or entity Ex: DOT District 2, Adirondack Correctional Facility Authorized Dealer Name Name of service center where withdrawn support tires were purchased Goodyear Auto Service Center Authorized Dealer City City of service center Albany Authorized Dealer Zip Code Zip code where service center is being provided located 12345 Merchandise Group Number Merchandise group number assigned by an independent Subcontractor. In the event that such Subcontractor ceases to provide service, product manufacturer 7925 Product Code Manufacturers product code 107461264 Product Description Tire description 215/60R15 94H S2 EAGL RESPONDSEDGE VSBTL List Price per Tire Manufacturer's list price per tire $385.00 NYS Discount NYS Percent discount from manufacturer's list price 20% NYS Price per tire NYS price per tire $308.00 Quantity Purchased Number of tires purchased 235 Tire Disposal Fee NYS price for tire disposal (per tire) $2.50 Extended Cost Total Cost (Quantity x NYS Unit Price) + (Quantity x Tire Disposal Fee) Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor.Invoice Number Contractor Invoice Date Authorized User PO# (if applicable) Authorized User Entity Name Region/Facility/Location Name Authorized Dealer Name Authorized Dealer City Authorized Dealer Zip Code Merchandise Group Number Product Code Product Description List Price per tire NYSDiscount NYS Price per Tire Quantity Purchased Tire Disposal Fee Extended Cost 12345 06/24/14 12345 NYS Department of Transportation DOT District 2

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to provide serviceAward 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor shall be responsible 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for subcontracting such serviceOffers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32 APRIL 2016 Kivvit, subject to state approval, to an alternate Subcontractor.LLC

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 APRIL 0000 Xxxxxxx Xxxxx, Xxxxxx Xxxxx Xxxxx, Xxxxxx, XX 00000 | xxxx://xxxxxx.xxx.xx.xxx | xxxxxxxx.xxxxxxx@xxx.xx.xxx | 000-000-0000 National Manufacturing & Distribution, Inc. dba National Solar Technologies (hereinafter “Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor”), with its principal place of business at 000 Xxxxxx Xxxxx, Depew, NY 14043. In The foregoing are collectively referred to as the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor“Parties”.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorRecovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. In 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 APRIL 2016 Authorized users that may want to seek federal funds from the event federal funding agencies for the purchase of goods or services during a declared disaster are advised that such Subcontractor ceases to provide servicefederal funding agencies require particular terms and conditions be included in the contract for those goods and services. For the convenience of authorized users, Contractor shall those terms and conditions are set out below and can also be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractorfound at the FEMA website.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: : (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Productits similarly situated, supported customers without additional charge. In the event that the Contractor is not the Product Manufacturermanufacturer, Contractor shall be required to: (i) provide the notice required under the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturermanufacturer, and (ii) include in such notice the period of time from the date of notice that the Product Manufacturer manufacturer will continue to provide Product or withdraw support. The provisions of this subdivision (a) shall not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state State approval, to an alternate Subcontractor.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to Award 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for Offers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 Warranties 54 N Weekend and Holiday Deliveries 32 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 00 Xxxxxxx Xxxxx, Xxxxxx Xxxxx Xxxxx, Xxxxxx, XX 00000 | xxxx://xxxxxx.xxx.xx.xxx | xxxxxxxx.xxxxxxx@xxx.xx.xxx | 000-000-0000 Solar Liberty Energy Systems, Inc. (hereinafter “Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor”), with its principal place of business at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx XX 00000. In The foregoing are collectively referred to as the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor“Parties”.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to provide serviceAward 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor shall be responsible 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for subcontracting such serviceOffers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32 APRIL 2016 OCD Media, subject to state approval, to an alternate Subcontractor.LLC

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to provide serviceAward 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor shall be responsible 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for subcontracting such serviceOffers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32 APRIL 2016 Xxxxxx Advertising Agency, subject to state approval, to an alternate Subcontractor.Inc.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to Award 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 X X Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for Offers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32 The chart below provided definitions for the columns listed in the Report of Contract Usage. Please use this as a reference when populating these tabs. Contractor Invoice Number The number indicated by the Contractor on the invoice for the Contract Item 12345 Contractor Invoice Date Date of invoice 06/24/14 Authorized User PO # (if applicable) The number indicated by the Authorized User Purchase Order 12345 Authorized User Entity Name The name of the entity indicated on the Purchase Order NYS Department of Transporation Region/Facility/Location Name Region, facility, or location associated with the agency or entity Ex: DOT District 2, Adirondack Correctional Facility Authorized Dealer Name Name of service center where withdrawn support tires were purchased Goodyear Auto Service Center Authorized Dealer City City of service center Albany Authorized Dealer Zip Code Zip code where service center is being provided located 12345 Merchandise Group Number Merchandise group number assigned by an independent Subcontractor. In the event that such Subcontractor ceases to provide serviceproduct manufacturer 7925 Product Code Manufacturers product code 107461264 Product Description Tire description 215/60R15 94H S2 EAGL RESPONDSEDGE VSBTL List Price per Tire Manufacturer's list price per tire $385.00 NYS Discount NYS Percent discount from manufacturer's list price 20% NYS Price per tire NYS price per tire $308.00 Quantity Purchased Number of tires purchased 235 Tire Installation Fee NYS price for tire installation (per tire) $5.00 Change Tire Fee NYS price for tire change (per tire), Contractor shall be responsible includes dismount and mount $8.50 On-Vehicle Flat Repair Fee NYS price for subcontracting such serviceon-vehicle flat repair (per tire), subject to state approvalincludes removal, to an alternate Subcontractor.repair and mount $15.50 Off-Vehicle Flat Repair Fee NYS price for off-vehicle flat repair (per tire) $14.00 Tire Rotation Fee NYS price for tire rotation $3.50 Dynamic Wheel (Spin) Balancing Fee NYS price for computer spin balance (per tire) $10.00 Standard Stem Valve Installation Fee NYS price for standard stem valve installation (per tire) $3.00 Extended/Long Stem Valve Installation Fee NYS price for extended/long stem valve installation (per tire) $6.00 Alignment Services Fee NYS price for wheel allignment $29.00 Emergency Tire Repair Fee NYS price for emergency Road-side assistance for emergency repair $85.00 Tire Disposal Fee NYS price for tire disposal (per tire) $2.50 Extended Cost Total Cost (Quantity x NYS Unit Price) + (Quantity x Tire Installation Fee) + (Quantity x Tire Change Fee) + (Quantity x On Vehicle Flat Repair Fee) + (Quantity x Off Vehicle Flat Repair Fee) + (Quantity x Tire Rotation Fee) + (Quantity x Dynamic Wheel Balancing Fee) + (Quantity x Standard Stem Valve Installation Fee) + (Quantity x Long Stem Valve Installation Fee) + (Quantity x Alignment Services) + (Quantity x Emergency Tire Repair) + (Quantity x Tire Disposal Fee) 12345 06/24/14 12345 NYS Department of Transportation DOT District 2 Appendix D: Dealer Agreement

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to Award 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 38 Emergency Contracts 29 Savings/Force Majeure 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for Offers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 Warranties 54 N Weekend and Holiday Deliveries 32 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Authorized users that may want to seek federal funds from the federal funding agencies for the purchase of goods or services during a declared disaster are advised that federal funding agencies require particular te1ms and conditions be included in the contract for those goods and services. For the convenience of authorized users. those terms and conditions are set out below and can also be found at the FEMA website. Authorized users of statewide contracts should consider adding this language to future purchase orders and secondary level competitions (often referred to as RFQs or mini- bids), unless the language is being provided already attached to the statewide contract. State agencies making purchases to respond to disasters through a vehicle other than a centralized contract are required by an independent SubcontractorSection H.6. In of Budget Bulletin H-50 IR to include these and other terms into their contracts using the Appendix set forth in the Budget Bulletin. The following provisions are required by federal funding agencies in order for expenditures by Authorized Users to be eligible for federal reimbursement in the event that such Subcontractor ceases of a State declaration of disaster emergency pursuant to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorSection 28 of the Executive Law.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to provide serviceAward 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor shall be responsible 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for subcontracting such serviceOffers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 Warranties 54 N Weekend and Holiday Deliveries 32 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 ATTACHMENT 3 – Delivery Schedule – Political Subdivisions, subject to state approval, to an alternate Subcontractor.Local Governments and Other Eligible Non-State Agencies

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 APRIL 0000 A Contractor must complete all non-shaded cells on the worksheet. The shaded cells perform automatic calculations of the data entered and are locked or provide the Contractor with additional information in a read-only format. All other cells are read-only. Only those cells provided for entering Sales information are to be accessed by the Contractor. Contractor's Invoice # Invoice number on Contractor's invoice to ordering entity Invoice Date Date on Contractor's invoice to ordering entity PO # Number on ordering entity's purchase order Authorized User Authorized User placing purchase order with Contractor (ie. DOT, OGS, Albany County, etc.) Contractor's Part/Stock # Part/Stock used for ordering Item Description Description of part/stock product Manufacturer Name Manufacturer of the Item purchased Manufacturer's Part No. ‘The manufacturer’s obligations where withdrawn support is being provided unique identifier assigned to the item, which consists of alphanumeric characters. Examples of manufacturer’s part numbers include Product Order Codes, ID Numbers, Model Numbers and Catalog Numbers. Should the Manufacturer’s Model Number and Part Number be identical, then this information should be listed in both the ‘Manufacturer’s Model Number’ and ‘Manufacturer’s Part Number’ fields’ Quantity Quantity purchased by the Authorized User for the term of the reporting period List Price (Unit Price) Price published in the catalog for the item purchased Extended Price (List) The Multiplied Value of Quantity and List Price NYS Contract Price (Unit Price) Unit Price of the product that an independent Subcontractor. In Authorized User will be invoiced Contract Extended Price The Multiplied Value of Quantity and NYS Contract Price % Discount off List The percent difference between List Price and NYS Contract Price Reseller/Distributor/Dealer Name of the event Approved Reseller/Distributor/Dealer that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, sold a Contract Item to an alternate SubcontractorAuthorized User. NYS Certified M/WBE Contractor to answer "Yes/No" if Reseller/Distributor/Dealer is a NYS Certified M/WBE Instructions: Enter information for each sale under the Contract, including Hardware, Network Services, and Installation. The Contractor must include sales by any subcontractors (e.g. third -party installers.) Contract Reporting Period (Year & Quarter) Note: Use Purchase Order Date to Determine the Quarter in which to report a sale. 0 Contract Number: 0 Contractor's Invoice # Invoice Date Ordering Entity PO # Product Category (Drop -Down Box) Authorized User Contractor's Part/Stock # Item Description Manufacturer Name Manufacturer's Part # Hardware Number of Ports per EVSE EVSE Level List Price (Unit) NYS Discount (%) NYS Contract Price (Unit) Quantity Total NYS Contract Price Reseller/Distributor/Dealer (if applicable) Reseller NYS Certified M/WBE? 1 3 $ 800.00 40% $ 480.00 2 $ 960.00 No $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total: $ - Network Services Type of Service Service/Subscr iption Term Billing Term List Price (Unit) NYS Discount (%) NYS Contract Price (Unit) Number of Billing Periods Total NYS Contract Price Reseller/Distributor/Dealer (if applicable) Reseller NYS Certified M/WBE? Reporting & Acce 2 Years Monthly $ 40.00 20% $ 32.00 3 $ 96.00 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total: $ - Installation EVSE Level Quantity of EVSE Manufacturer Name Manufacturer's Part # Installation NYS Contract Price Reseller/Distributor/Dealer (if applicable) Reseller NYS Certified M/WBE?

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: a) the best terms offered by Contractor to any other customer, or b) not less than twelve (12) months from the date of notice; and (iii) at Authorized User’s option, provided that the Authorized User is under contract for maintenance on the date of notice, either: provide the Authorized User with a Product replacement or migration path with at least equivalent functionality at no additional charge to enable Authorized User to continue use and maintenance of the Product. . b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under State and each Authorized User in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: a) the best terms offered by Contractor to any other customer, or b) not less than twelve (12) months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply or eliminate Contractor’s obligations where withdrawn support if the Contractor is being provided by an independent Subcontractor. In not the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorProduct manufacturer.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 APRIL 2016 THIS AMENDMENT (“Contract Amendment #1”) is made to Contract xxxxx, by and between the People of the State of New York, acting by and through the Commissioner of the Office of General Services (hereinafter “State” or “OGS”) with its principal place of business at 41st Floor, Corning Tower, The Governor Xxxxxx X. Xxxxxxxxxxx Empire Xxxxx Xxxxx, Xxxxxx, Xxx Xxxx 00000 and xxxxx (hereinafter “Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor”), with its principal place of business at xxxxxxx. In OGS and Contractor are collectively referred to as the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor“Parties.”

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorService Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to Award 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 X X Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for Offers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32 GENERAL PAGE 1. In the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor.Ethics Compliance 1 2. Definitions 1

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 Contractors are required to procure at their sole cost and expense, and shall maintain in force at all times during the term of any contract resulting from bids, policies of insurance as herein below set forth, written by companies licensed or authorized by the New York State Department of Financial Services to issue insurance in the State of New York with an A.M. Best Company rating of “A-” Class “VII” or better. If during the term of the policy, a carrier’s rating falls below “A-” Class “VII”, the insurance must be replaced no later than the renewal date of the policy with an insurer rated at least “A-” Class ”VII” in the most recently published Best’s Insurance Report. The Contractor shall deliver to OGS evidence of such policies in a form acceptable to OGS. These policies must be written in accordance with the requirements of the paragraphs below, as applicable. Acceptance and/or approval by OGS does not and shall not apply be construed to relieve Contractor of any obligations, responsibilities or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In liabilities under this contract resulting from the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate SubcontractorIFB.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorRecovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. In the event that such Subcontractor ceases 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to provide serviceProduct or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor shall be responsible for subcontracting such service, subject Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to state approval, to an alternate Subcontractor.Project Deliverables 24 64 APRIL 2016 APPENDIX A‌

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent Subcontractor. In the event that such Subcontractor ceases Service Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to provide serviceAward 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 00 Xxxxxxxxx Xxxxxxxxx 00 Xxxxxxx/Xxxxx Xxxxxxx 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor shall be responsible 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for subcontracting such serviceOffers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32 APRIL 2016 Xxxx Media, subject to state approval, to an alternate Subcontractor.Inc.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. Assignment 40 Participation in Centralized Contracts 25 Assignment of Claim 49 Prevailing Wage Rates - Public Works Audit of Licensed Product Usage 62 and Building Services Contracts 7 Pricing 13 B Product Acceptance 61 Product Delivery 31 Bid Evaluation 16 Product References 10 Bid Opening 4 Product Substitution 35 Products Manufactured in Public Institutions 12 C Prompt Payments 47 Changes to Product or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorService Offerings 66 Proof of License 65 Confidential/Trade Secret Materials 6 Purchase Orders 30 Contract Invoicing 45 Purchasing Card 15 Contract Creation/Execution 22 Contract Publicity 21 Q Contract Term - Extension 23 Quantity Changes Prior to Award 18 Cooperation with Third Parties 53 R D Rejected Product 36 Debriefings 20 Remanufactured, Recycled, Recyclable, or Default - Authorized User 46 Recovered Materials 11 Definitions 2 Remedies for Breach 48 Dispute Resolution Procedures 59 Repaired or Replaced Products, Parts, or Components 38 E S Emergency Contracts 29 Savings/Force Majeure 44 Employees, Subcontractors and Agents 39 Scope Changes 27 Estimated/Specific Quantity Contracts 28 Security 52 Ethics Compliance 1 Site Inspection 14 Expenses Prior to Contract Execution 9 Shipping/Receipt of Product 33 Software License Grant 60 I Subcontractors and Suppliers 41 Indemnification 56 Suspension of Work 42 Indemnification Relating to Infringement 57 Independent Contractor 51 T Installation 37 Taxes 8 International Bidding 3 Termination 43 Tie Bids 17 L Late Bids 5 Timeframe for Offers Title and Risk of Loss for Products Other than 19 Legal Compliance 55 Technology Products 34 Limitation of Liability 58 Toxic Substances 50 Modification of Contract Terms 26 No Hardstop or Passive License Monitoring 63 Official Use Only/No Personal Use 24 Ownership/Title to Project Deliverables 64 Warranties 54 Weekend and Holiday Deliveries 32 APRIL 2016 Authorized users that may want to seek federal funds from the federal funding agencies for the purchase of goods or services during a declared disaster are advised that federal funding agencies require particular terms and conditions be included in the contract for those goods and services. In For the event that such Subcontractor ceases to provide serviceconvenience of authorized users, Contractor shall those terms and conditions are set out below and can also be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractorfound at the FEMA website.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorRecovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. In 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 Authorized users that may want to seek federal funds from the event federal funding agencies for the purchase of goods or services during a declared disaster are advised that such Subcontractor ceases to provide servicefederal funding agencies require particular terms and conditions be included in the contract for those goods and services. For the convenience of authorized users, Contractor shall those terms and conditions are set out below and can also be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractorfound at the FEMA website.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support Recovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to Product or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor Installation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 APRIL 2016 Enterprise Agreement State and Local Custom Program Agreement Terms and Conditions This Microsoft Enterprise Agreement (“Agreement”) is being provided by an independent Subcontractor. In entered into between the event that such Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractorentities identified on the signature form.

CHANGES TO PRODUCT OR SERVICE OFFERINGS. a. Product or Service Discontinuance Where Contractor is the Product Manufacturermanufacturer/Developerdeveloper, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than twelve (12) 12 months from the date of notice; and (iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: provide the Authorized User Licensee with a Product replacement or migration path with at least equivalent functionality at no additional charge charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or migration path to enable Authorized User to continue use and maintenance all of the Product. its similarly situated, supported customers without additional charge. b. Product or Service Re-Bundling In the event that the Contractor is not the Product Manufacturermanufacturer and publicly announces to all U.S. customers (“date of notice”) that a Product or maintenance or technical support offering is being re-bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, Contractor shall be required to: (i) provide notify the notice required under Commissioner and each Licensee in writing of the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and intended change; (ii) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdraw supportwithdrawn support upon the same terms and conditions as previously offered on the then-current NYS Contract for the greater of: (a) the best terms offered by Contractor to any other similarly situated, supported customer, or (b) not less than 12 months from the date of notice; and (iii) shall submit the proposed rebundling change to the Commissioner for approval prior to its becoming effective for the remainder of the Contract term. The provisions of this subdivision (a) shall section do not apply if the Contractor is not the Product manufacturer. A Assignment Assignment of Claim Audit of Licensed Product Usage No. 40 49 62 P Participation in Centralized Contracts Prevailing Wage Rates - Public Works and Building Services Contracts Pricing Product Acceptance Product Delivery Product References Product Substitution Products Manufactured in Public Institutions Prompt Payments Proof of License Purchase Orders Purchasing Card Q Quantity Changes Prior to Award R Rejected Product Remanufactured, Recycled, Recyclable, or eliminate Contractor’s obligations where withdrawn support is being provided by an independent SubcontractorRecovered Materials Remedies for Breach Repaired or Replaced Products, Parts, or Components S Savings/Force Majeure Scope Changes Security Site Inspection Shipping/Receipt of Product Software License Grant Subcontractors and Suppliers Suspension of Work T Taxes Termination Tie Bids Timeframe for Offers Title and Risk of Loss for Products Other than Technology Products Toxic Substances W Warranties Weekend and Holiday Deliveries No. In the event that such Subcontractor ceases 25 7 13 61 31 10 35 12 47 65 30 15 18 36 11 48 38 44 27 52 14 33 60 41 42 8 43 17 19 34 50 54 32 Bid Evaluation Bid Opening 16 4 C Changes to provide serviceProduct or Service Offerings Confidential/Trade Secret Materials Contract Invoicing Contract Creation/Execution Contract Publicity Contract Term - Extension Cooperation with Third Parties 66 6 45 22 21 23 53 D Debriefings Default - Authorized User Definitions Dispute Resolution Procedures 20 46 2 59 E Emergency Contracts Employees, Subcontractors and Agents Estimated/Specific Quantity Contracts Ethics Compliance Expenses Prior to Contract Execution 29 39 28 1 9 I Indemnification Indemnification Relating to Infringement Independent Contractor shall be responsible for subcontracting such serviceInstallation International Bidding 56 57 51 37 3 L Late Bids Legal Compliance Limitation of Liability 5 55 58 M Modification of Contract Terms 26 N No Hardstop or Passive License Monitoring 63 O Official Use Only/No Personal Use Ownership/Title to Project Deliverables 24 64 ATTACHMENT 3 – Delivery Schedule – Political Subdivisions, subject to state approval, to an alternate Subcontractor.Local Governments and Other Eligible Non-State Agencies