Common use of Orders Clause in Contracts

Orders. Any order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum.

Orders. Any order placed by the State (a) All orders to create or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) redeem Baskets shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders made in accordance with the terms and conditions set forth in of the Trust Agreement, this Participating Addendum Agreement and the Master Procedures. Each party shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Managing Owner shall take reasonable steps to cause the appropriate party to provide the Authorized Participant with copies of such recordings upon such party’s reasonable request. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Participant shall comply with such procedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Basket (a “Purchase Order Subscription Agreement”) and each order to redeem a Basket (a “Redemption Order”, and, together with the Purchase Order Subscription Agreement, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the Transfer Agent (as defined in the Procedures). Contractor A form of Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C. (c) The Managing Owner or its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Capital Contribution (as defined in the Trust Agreement) if (i) the Managing Owner or Transfer Agent has determined in good faith that the Purchase Order Subscription Agreement or Creation Basket Capital Contribution is not materially in proper form; (ii) the Managing Owner has determined in good faith that the acceptance or receipt of the Purchase Order Subscription Agreement or Creation Basket Capital Contribution would be reasonably likely to have adverse tax consequences to any Fund or to the Beneficial Owners; (iii) the acceptance or receipt of such Purchase Order Subscription Agreement Creation Basket Capital Contribution would, in the opinion of counsel to the Managing Owner, be unlawful; or (iv) circumstances outside the control of the Managing Owner or the Transfer Agent make it for all practical purposes not feasible to process creations of Creation Baskets. The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket Capital Contribution in such circumstances. (d) The Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its sole reasonable, good faith discretion, add Fulfillment Partners at suspend the right of redemption, or postpone the Settlement Time (as described in the Procedures), (i) for any time period during which the term NYSE Arca, Inc. or any exchange on which the assets of this Participating Addendum. Contractor may designate any Fund are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a minimum result of two Fulfillment Partners and no set maximum number which delivery, disposal or evaluation of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, the assets of any Fund is not required reasonably practicable; or (iii) for such other period as the Managing Owner determines to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where be necessary for the addition protection of the entity would violate Beneficial Owners. The Managing Owner is not liable to any state person or federal law in any way for any loss or regulation. Except damages that may result from any such suspension or postponement. (f) Solely with respect to Creation Orders or Redemption Orders executed through the CNS Clearing Process, the Authorized Participant, as otherwise set forth in a Participating Party, hereby authorizes the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts transmission to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation NSCC on behalf of the ResellerAuthorized Participant by the Transfer Agent of such instructions consistent with the instructions issued by the Authorized Participant. The Master Agreement number Authorized Participant agrees to be bound by the terms of such instructions issued and reported to NSCC by the State Contract Number must appear on every Purchase Order placed under this Participating AddendumTransfer Agent as though such instructions were issued by the Authorized Participant directly to NSCC.

Orders. Any (a) All orders to create or redeem Baskets (except in the case of an Authorized Purchaser’s initial order placed to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms to the extent applicable to it. The Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the Sponsor shall promptly provide or request from the recording party copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the State Authorized Purchaser unless such recordings have been erased or an Additional destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchaser’s reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for services available under this Participating Addendum which it is acting (hereinafter whether such party is a customer or otherwise), and that each order to create a Basket or Baskets (a “Purchase Order”) shall and each order to redeem a Basket or Baskets (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be deemed to be a sale governed withdrawn by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor Authorized Purchaser. (c) The Sponsor acting by itself or through a subcontractor of the Contractor that is both approved by Contractor and authorized by Administrator or the State of Vermont (hereinafter “Reseller”). A Reseller Distributor shall not solicit or otherwise fulfill have the absolute right, but shall have no obligation, to reject any Purchase Order unless the Reseller or Creation Basket Deposit (as defined in Section 6) if: (i) the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) it is determined by the Sponsor or the Distributor not to be in proper form; (iii) the Sponsor believes that acceptance would have adverse tax consequences to the Fund or its shareholders; (iv) the acceptance or receipt of a Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful; (v) circumstances outside the control of the Sponsor, the Distributor or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets, or (vi) there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an approved Fulfillment Partner listed on Contractor dedicated exchange for risk (cooperative contract“EFR”) website as an entity approved by Contractor, transaction in accordance with Contractor’s established qualifying criteriaCME, to provide sales CBOT, NYMEX, and service support to participants in COMEX Rule 538 and ICE Futures Rule 4, with quantities agreed by the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum Sponsor and the Master AgreementAuthorized Purchaser in advance, directly corresponding to the Purchase Order. Contractor None of the Sponsor, the Distributor or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The Sponsor acting by itself or through the Administrator or the Distributor may, in its sole discretion, add Fulfillment Partners reject any Redemption Order if: (i) it is determined by the Sponsor or the Distributor not to be in proper form; (ii) the fulfillment of which its counsel advises might be unlawful; (iii) as a result of the redemption, the number of remaining outstanding Shares would be reduced to fewer than the minimum number of Shares as stated in a Fund’s Prospectus or otherwise displayed in Exhibit E; or (iv) there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Redemption Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an EFR transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 and ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Redemption Order. (e) The Sponsor may reject a previously placed Purchase Order or a Redemption Order at any time during prior to the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. ContractorOrder Cut-off Time, if in its the sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition discretion of the entity Sponsor, the execution of such an order would violate any state or federal law or regulation. Except as otherwise set forth not be in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation best interest of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumFund or its shareholders.

Orders. Any order placed by the State (a) All orders to create or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) redeem Baskets of a Trust shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders made in accordance with the terms and conditions set forth in of the relevant Trust Agreement, this Participating Addendum Agreement and the Master Procedures. Each party shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue procedures from time to time relating to the manner of creating or redeeming Baskets of a Trust which are not related to the Procedures, and the Authorized Participant shall comply with such procedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is an Investor or otherwise) that each order to create one or more Baskets (a “Creation Order”) and each order to redeem one or more Baskets (a “Redemption Order”, and any Redemption Order or Creation Order, an “Order”) of a Trust may not be revoked by the Authorized Participant upon its delivery to the Sponsor or its delegate. Contractor mayA form of Creation Order Form is attached hereto as Exhibit B and a form of Redemption Order Form is attached hereto as Exhibit C. (c) The Sponsor or its delegate shall have the absolute right, but shall have no obligation, to reject any Creation Order or Total Basket Amount if (i) the Creation Order is not in proper form as described herein, (ii) the Creation Order would cause participation by benefit plan investors in the relevant Trust to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of the Sponsor or its delegates make it for all practical purposes not feasible for the relevant Trust to issue Creation Baskets, (iv) the fulfillment of the Creation Order, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Sponsor or its sole discretion, add Fulfillment Partners delegate or (vi) for any reason at any time during or from time to time. The Sponsor or its delegates shall not be liable to any person by reason of the rejection of any Creation Order or Total Basket Amount. (d) The Sponsor or its delegate shall have the absolute right, but shall have no obligation, to reject any Redemption Order or Redemption Baskets if (i) the Redemption Order is not in proper form as described herein, (ii) the Redemption Order would cause participation by benefit plan investors in the relevant Trust to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of this Participating Addendum. Contractor may designate a minimum the Sponsor or its delegates make it for all practical purposes not feasible the relevant Trust to redeem Redemption Baskets, (iv) the fulfillment of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractorthe Redemption Order, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Sponsor or its sole discretiondelegate or (vi) for any reason at any time or from time to time. The Sponsor or its delegates shall not be liable to any person by reason of the rejection of any Redemption Order or Redemption Baskets. (e) The creation and, is not required to addif permitted, and redemption of Shares of a Trust may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteriabe suspended generally, or where refused with respect to a particular Creation Order or Redemption Order relating to such Trust, during any period during which the addition transfer books of the entity would violate any state or federal law or regulation. Except Transfer Agent (as otherwise set forth defined in the Master relevant Trust Agreement, Contractor will not, directly ) are closed or indirectly, restrict any Reseller’s participation if circumstances outside the control of the Sponsor or ability its delegate make it for all practicable purposes not feasible to quote pricing process such Orders. None of the Sponsor or its delegates shall be liable for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer suspension or rejection of any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumOrder.

Orders. Any (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Trust Indenture, the Custody Agreements, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Trustee and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order placed by the State or an Additional Purchaser for services available under this Participating Addendum to create a Basket (hereinafter a “Purchase Order”) shall and each order to redeem a Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be deemed to be a sale governed revoked by the prices and other terms and conditions of this Participating Addendum, provided that Authorized Participant upon its delivery to the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”)Trustee. A Reseller form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Trustee shall not solicit or otherwise fulfill have the absolute right, but shall have no obligation, to reject any Purchase Order unless the Reseller or Creation Basket Deposit (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved determined by Contractor, the Trustee not to be in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and proper form; (ii) that the Sponsor has executed a separate agreement with determined and advised the State that directly obligates Reseller Trustee would have adverse tax consequences to fulfill the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Sponsor acceptable to the Trustee, be unlawful; or (iv) if circumstances outside the control of the Trustee, the Custodian or the Sponsor make it for all practical purposes not feasible to process creations of Creation Baskets. Neither the Trustee nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Orders Order or Creation Basket Deposit. (d) The Trustee shall reject any Redemption Order (i) determined by the Trustee not to be in accordance with proper form or (ii) the terms fulfillment of which its counsel advises may be illegal under applicable laws and conditions set forth in this Participating Addendum regulations, and the Master Agreement. Contractor Trustee shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Trustee may, in its sole discretion, add Fulfillment Partners at and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, (i) for any time period during which the term Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of this Participating Addendum. Contractor may designate a minimum which delivery, disposal or evaluation of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, the Gold is not required reasonably practicable; or (iii) for such other period as the Sponsor determines to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where be necessary for the addition protection of the entity would violate Beneficial Owners. Neither the Sponsor nor the Trustee shall be liable to any state person or federal law in any way for any loss or regulationdamages that may result from any such suspension or postponement. (f) Until otherwise notified, all orders to create Baskets shall be placed with JPM and all orders to redeem Baskets shall be placed with HSBC. Except as otherwise set forth If there is more than one Custodian with whom Authorized Participants may deposit Gold with in connection with the Master Agreementcreation of Baskets or receive Gold from in connection with the redemption of Baskets, Contractor will notthe Sponsor shall, directly or indirectlyfrom time to time, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts identify to the State Authorized Participants and the Trustee which Custodian or any Additional Purchaser, and such additional discounts, if offered, Custodians Authorized Participants may or shall deposit Gold with in connection with the creation of Baskets or receive Gold from in connection with the redemption of Baskets. Such identification may be provided carried out by the Sponsor instructing the Trustee from time to time to indicate through the State Trustee’s electronic ordering system which Custodian or an Additional Purchaser Custodians the Authorized Participant shall deposit Gold with in connection with the discretion and at creation of Baskets or receive Gold from in connection with the sole legal obligation redemption of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumBaskets.

Orders. Any (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order placed to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the State procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or an Additional other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for services available under this Participating Addendum copies of recordings. (hereinafter b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket (a “Purchase Order”) shall and each order to redeem a Basket (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be deemed to be a sale governed withdrawn by the prices and other terms and conditions Authorized Purchaser. A form of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Purchase/Redemption Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor is attached hereto as Exhibit B. (c) The General Partner acting by itself or through a subcontractor of the Contractor that is both approved by Contractor and authorized by Marketing Agent shall have the State of Vermont (hereinafter “Reseller”). A Reseller absolute right, but shall not solicit or otherwise fulfill have no obligation, to reject any Purchase Order unless the Reseller or Creation Basket Deposit (as defined in Section 6) (i) is an approved Fulfillment determined by the General Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, not to be in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and proper form; (ii) has executed a separate agreement with that, in the State that directly obligates Reseller opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to fulfill the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Orders in accordance with Order or Creation Basket Deposit. (d) The General Partner acting by itself or through the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor Marketing Agent may, in its sole discretion, add Fulfillment Partners at reject any time during Redemption Order (i) determined by the term General Partner not to be in proper form (ii) the fulfillment of this Participating Addendum. Contractor which its counsel advises may designate a minimum of two Fulfillment Partners be illegal under applicable laws and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteriaregulations, or where (iii) if circumstances outside the addition control of the entity would violate any state General Partner, the Marketing Agent or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing Custodian make it for all practical purposes not feasible for the State. Resellers shall not offer less favorable pricing discounts than the discounts established Units to be delivered under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumRedemption Order.

Orders. Any order placed by the State or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the WSCA- NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum.

Orders. Any Purchaser shall place its orders for Licensed Adjuvants with Supplier by submitting a purchase order placed by which sets forth (i) the State or quantity of Licensed Adjuvants ordered for delivery; and (ii) the delivery date for that order which shall be at least forty-five (45) days from the date such order (an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”). Unless Supplier notifies Purchaser in writing within ten (10) Business Days of receipt of an Order that it is unable to deliver Licensed Adjuvants in accordance with such Order (such notice, a “Capacity Constraint Notice”), Supplier shall be deemed to be have accepted such Order as a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through binding order (a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “ResellerFirm Order”). A Reseller If Supplier delivers a Capacity Constraint Notice to Purchaser, such notice shall indicate the portion of such Order Supplier cannot solicit or otherwise fulfill supply by the requested delivery date and propose alternate delivery dates. Parties shall use commercially reasonable efforts during the fifteen (15) Business Day period following delivery of the Capacity Constraint Notice to mutually agree upon a date(s) of delivery; provided, however, that Purchaser shall have no obligation to accept any Purchase Order unless alternate delivery dates. If, after the Reseller 15 Business Day period referenced in the preceding sentence, the Parties do not reach agreement on a delivery date, Purchaser shall have the right to exercise its rights pursuant to Section 2.7 below. Notwithstanding anything to the contrary in this Section 2.51.1(a). if (i) such Order subject to a Capacity Constraint Notice is an approved Fulfillment Partner listed on Contractor dedicated Excess Order (cooperative contractas described in Section 2.5(d) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf below) and (ii) has executed a separate agreement with the State portion of such Order that directly obligates Reseller to fulfill Purchase Orders in accordance with Supplier cannot supply by the terms and conditions set forth in this Participating Addendum and requested delivery date is no more than the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where Licensed Adjuvants requested by Purchaser which exceed the addition of the entity would violate any state or federal law or regulation. Except as otherwise amount set forth in the Master AgreementBinding Forecast, Contractor will notthen, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts with respect to the State or any Additional Purchaserportion of the Order that exceeds the Binding Forecast only, Section 2.5(d) below, and such additional discountsnot Section 2.7, if offered, may be provided to the State or an Additional Purchaser shall apply in the discretion and at the sole legal obligation event of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendumany inability of Supplier to supply Licensed Adjuvants by Purchaser’s requested delivery date.

Orders. Any order placed (a) All offerings of any of the Shares by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) you shall be deemed made at the public offering price per Share (i.e., the net asset value per Share plus the applicable initial sales load, if any) determined by, or for, the Trust, subject to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor then-current Prospectus; provided, however, that you may, in its sole at your discretion, add Fulfillment Partners sell Class A shares of any of the Funds from time to time at net asset value, with all loads thereon waived, to the extent permitted by the terms of the Prospectus. (b) You shall not withhold placing customers’ orders for any time during Shares so as to profit yourself as a result of such withholding. You shall not purchase any Shares from us other than for investment, except for the term purpose of covering purchase orders already received. (c) All conditional orders received by us must be at a specified definite price. (d) Neither BHIL, as distributor and principal underwriter for the Trust, nor you, as principal, shall purchase any Shares from a record holder at a price lower than the net asset value then quoted by, or for, the Trust. Nothing in this Participating Addendum. Contractor may designate sub-paragraph shall prevent you from selling Shares for the account of a minimum record holder to BHIL or the Trust at the net asset value currently quoted by, or for, the Trust and charging the investor a fair commission for handling the transaction in accordance with the applicable then-current Prospectus. (e) You will not offer the Shares for sale in any state or other jurisdiction where they are not qualified for sale under the Blue Sky Laws and regulations of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteriasuch state or jurisdiction, or where you are not qualified to act as a dealer. Upon request, we will inform you as to the addition states or other jurisdictions in which we believe the Shares may legally be sold. (f) Where necessary, you agree to provide all information for us and the Trust to comply properly with all federal, state and local reporting requirements for your customer accounts. (g) You hereby authorize BHIL to act as your agent in connection with all transactions in open accounts of the entity would violate any state or federal law or regulationTrust in which you are designated as Dealer of Record for your customers. Except All designations as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional PurchaserDealer of Record, and such additional discountsall authorizations of BHIL to act as your agent pursuant thereto, if offered, may be provided shall cease upon the termination of this Agreement or upon your customer’s instructions to the State transfer his or an Additional Purchaser in the discretion and at the sole legal obligation her open account of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumTrust to another Dealer of Record.

Orders. Any order placed 4.1 The Supplier undertakes not to accept any Order without an Order reference number. AJW accepts no liability for any order, verbal or otherwise, unless subsequently confirmed by an official Order, authorised by AJW. AJW may place Orders for the State Parts or Services by email, by fax or in any other mutually agreed way. Upon acceptance of the Order, the Supplier agrees to provide AJW with Parts or Services in compliance with clauses and provisions specified in the Order as well as these Terms and Conditions. Specific terms in an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order may include, but is not limited to, any specific certification requirements, statements of work or compliance and pre-defined scope of work. 4.2 The Supplier shall Supply all Parts and Services in accordance with any delivery times/TAT specified by AJW in an Order”) . Time shall be of the essence and AJW may refuse to accept delivery of any Parts or Services not delivered within the specified time and cancel the Order. Supplier shall deliver in such volumes specified by AJW in an Order at no cost to AJW. 4.3 The Supplier shall accept all Orders within 24 hours by written confirmation indicating Order reference number, line item and confirmation of delivery times/TAT and where the Supplier fails to provide such confirmation or the conformation is not in the form required, the Order shall be deemed accepted after the 24 hours have elapsed. This confirmation, any future delivery notes and invoices shall be issued in the same form as the Order in particular, the line items on such correspondence shall correspond exactly with the Order including part numbers, descriptions and price. AJW reserves the right to be a sale governed amend or cancel Orders after acceptance by the prices Supplier or delivery to AJW. Subject to Clause 4.4 below, in the event of cancellation of any Order after acceptance by Supplier for reasons other than those stated in Clause 13 or Clause 4.4, Supplier shall be compensated by AJW of all appropriate and other terms substantiated costs incurred by Supplier up to the date of cancellation, however, Supplier shall use its best efforts to mitigate the extent of such costs. 4.4 Notwithstanding Clause 4.3 above, in the event the Customer of AJW cancels its order with AJW for the Parts or any part thereof, AJW shall have the right to cancel its Order with the Supplier without further liability and conditions of this Participating Addendum, provided that require the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller Supplier to (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractorimmediately cease providing the Parts and services for AJW in respect of the Order, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) make the necessary arrangements to collect any Parts or part thereof delivered by the Supplier from the site advised by AJW; 4.5 In respect of (i) Repair Orders Supplier shall not use any PMA material in any Repairs or DER/non CMM Repairs without obtaining prior authorization in writing from AJW and (ii) purchase Orders Supplier shall not supply a Part with PMA material or which has executed been the subject of a separate agreement with DER repair without prior written consent of AJW; 4.6 The Supplier shall plan, implement, and control processes, appropriate to the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum organisation and the Master Agreement. Contractor may, Parts for the prevention of (i) counterfeit or suspect counterfeit Parts use and their inclusion in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Parts delivered to provide sales and services support. Contractor, in its sole discretion, is not required to addAJW, and may delete upon thirty (30ii) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, the release of unapproved and suspected unapproved Parts. Any costs or where losses arising out of a failure to comply with above shall be the addition responsibility of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers Supplier. 4.7 Supplier shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer charge any additional incremental discounts AOG fees to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation expedite Orders without prior written consent of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumAJW.

Orders. Any Each Cargill Working Day, Cargill will provide to Commodity Manager (as defined below) a copy of Cargill’s applicable bid sheet reflecting expected basis levels (including futures reference month) required to purchase grain for each delivery period. Cargill will use commercially reasonable efforts to provide appropriate market information to the Commodity Manager as reasonably requested, without guarantee of accuracy or completeness, provided that Cargill did not engage in fraud or willful misconduct. The Commodity Manager will provide Cargill with a Corn purchase limit order placed by sheet (the State “Limit Order Sheet”). The Limit Order Sheet will instruct Cargill to purchase up to a given quantity of Corn for each delivery period at a cash corn basis at or an Additional Purchaser below the basis amounts set forth in the applicable Limit Order Sheet. Cargill may contract for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed the purchase of Corn at terms up to be a sale governed by the prices and limits set forth in the most current Limit Order Sheet. Subject to the other terms and conditions of this Participating Addendumherein, provided that Cargill will use commercially reasonable efforts to procure Corn at the Master Agreement Number and lowest deliverable cost. Cargill will provide updates to Commodity Manager regarding its ability to execute orders pursuant to the Participating Addendum Number must appear on every Purchase Limit Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website Sheet, as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants well as regarding changes in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to addmarket, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does Cargill will be excused from performance to the extent it cannot meet Contractorprocure Producer’s established qualifying criteria, or where Corn requirements based on the addition of the entity would violate any state or federal law or regulation. Except as otherwise parameters set forth in the Master Agreementapplicable Limit Order Sheet. To the extent Corn purchases in excess of the Limit Order Sheets in any consecutive 12-month period either (i) reflect basis levels of greater than $800,000 on an aggregate basis for all overages or (ii) volumes of 500,000 bushels or more, Contractor will notany such overages in basis levels or volumes shall not be considered a breach, directly or indirectlyand Producer’s sole remedy shall be the right to set off any incremental costs incurred as a direct result of such excess purchases against amounts owed to Cargill; provided, restrict any Reseller’s participation or ability to quote pricing however, the costs resulting from volume overages described in Section 6(b)(ii) shall be established by comparing the basis level set forth in the Limit Order Sheet for the Stateday in which each specific bushel overage (i.e., each overage that constitutes a portion of the aggregate 500,000 overage) occurred with the applicable basis levels as of the date in which the aggregate volume overages exceed 500,000 bushels. Resellers shall Cargill may provide the Commodity Manager with updated bid sheets, based upon which the Commodity Manager may prudently and opportunely update the Limit Order Sheet. If Cargill determines that it cannot offer less favorable pricing discounts than originate Corn at or below the discounts established under limits of the Master Agreementapplicable Limit Order Sheet, Cargill will promptly provide Producer written or oral notification, and the Parties will discuss alternatives for procuring Corn to satisfy Producer’s Corn requirements. However, a Reseller may offer any additional incremental discounts Except to the State or any Additional Purchaserextent specifically provided herein, and such additional discounts, if offered, may be provided Cargill will have sole discretion with respect to the State or an Additional Purchaser in the discretion and at the sole legal obligation its origination of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumCorn.

Orders. Any order placed by the State or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller” or “Fulfillment Partner”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the WSCA-NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum.thirty

Orders. Any Reseller may place orders for the Products hereunder by submitting a Purchase Order in a form acceptable to BluBØX. Each Order must contain the following information: 1) a Purchase Order number, and 2) for each Product listed thereon: (a) the BluBØX product number and product name, (b) the quantity ordered, (c) the unit and extended purchase prices for each Product, (d) the shipping instructions and delivery destination, and (e) the requested shipping date. No order placed will be binding upon BluBØX unless and until accepted by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other BluBØX. The terms and conditions of this Participating AddendumAgreement are hereby incorporated by reference into each order submitted by Reseller hereunder. Nothing contained in any order by Reseller will in any way modify or add to the terms of this Agreement. ANY TERMS OR CONDITIONS SUBMITTED ON ANY FORM BY RESELLER THAT DIFFERS FROM OR ALTERS THE TERMS AND CONDITIONS STATED HEREIN ARE SPECIFICALLY REJECTED BY BLUBØX. BLUBØX’S ACCEPTANCE OF AN ORDER, provided OR ITS FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM RESELLER WILL NOT BE A WAIVER OF THE PROVISIONS HEREOF. Special orders or custom orders defined as orders containing items that are not listed on the Master Agreement Number then-current BluBØX Price List are, once made, NOT MODIFIABLE, CANNOT BE CANCELLED, and are NON-REFUNDABLE. Generally, BluBØX ships orders via UPS Ground within five (5) business days from the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendumtime the order is accepted by BluBØX. Purchase Orders may only be placed directly through Contractor All shipments are F.O.B. BluBØX’s factory or through a subcontractor warehouse and title and liability for loss or damage thereto will pass to Reseller upon BluBØX’s delivery of the Contractor that goods to a carrier for shipment to Reseller. Any loss or damage thereafter will not relieve Reseller from any obligation hereunder. BluB0X will invoice and Reseller will pay shipping and handling costs whether they appeared on a BluB0X quotation or a Reseller Purchase Order, or not. The invoiced value includes a handling fee equal to 4% of the materials cost plus the shipping cost International. Generally, BluBØX ships international orders via a freight forwarder within five (5) business days from the time the order is both approved accepted by Contractor BluBØX for small orders, and authorized within fifteen (15) business days for larger orders. All shipments are F.O.B. BluBØX’s factory or warehouse and title and liability for loss or damage thereto passes to Dealer upon BluBØX’s delivery of the goods to a freight forwarder for shipment to Dealer. Any loss or damage thereafter will not relieve Dealer from any obligation hereunder. BluB0X’s invoices will show a handling charge equal to 4% of the included hardware value whether the charge appears on a BluB0X quotation or a Reseller Purchase Order, or not. Actual shipping charges, customs fees, local sales, or value added taxes shall NOT be included in BluB0X’s quotations or invoices. These charges will be paid by the State Freight Forwarder at the port of Vermont (hereinafter “Reseller”)entry and will be billed directly to the Dealer by the Freight Forwarder. A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractorresponsible for all import duties, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to addtaxes, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteriaother expenses incurred, or where licenses or clearances required at the addition port of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion entry and at the sole legal obligation destination. Shipping Dates Approximate. Scheduled or stipulated shipping dates are approximate and based upon prompt receipt of the all necessary information from Reseller. The Master Agreement number and BluBØX will not be liable for any loss or expense, whether by way of contract or tort (consequential or otherwise) incurred by Reseller if BluBØX fails to meet the State Contract Number must appear on every Purchase Order placed under this Participating Addendumspecified estimated delivery schedule.

Orders. Any order placed by the State Purchaser or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating AddendumAddendum and the Master Agreement, provided that the Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. All Pitney Xxxxx contractors, subcontractors, Authorized Sales and Services Representatives authorized in the State of Vermont, as shown on the dedicated Pitney Xxxxx website, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The contractor’s dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). Notwithstanding the foregoing, all Purchase Orders shall be made out to Contractor and all payments shall be remitted to Contractor. No Purchase Orders shall be made out to a Reseller and no payments shall be paid to a Reseller. A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum.

Orders. Any order placed AMD will accept purchase orders for Products from Customers and Channel Partners in accordance with its customary practices. To purchase Product(s) from FASL, AMD shall issue purchase orders (“Purchase Orders”), which shall specify the Purchase Order number, type and quantity of Product(s) ordered, Purchase Price (and the price to be paid to AMD for the Product(s) by the State relevant Customer or an Additional Purchaser Channel Partner, but only if such price is **** the **** for services available under this Participating Addendum the Product(s)), place(s) of delivery (hereinafter “Purchase Order”) which shall be deemed the location identified in the relevant Customer or Channel Partner purchase order issued to be a sale governed by the prices AMD), and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendumdelivery date(s). These Purchase Orders may only take the form of electronic submissions in a mutually-acceptable format (including submissions currently referred to as “B+B+B files”) so long as they contain the same information specified above for Purchase Orders, even if such submissions may not be placed directly through Contractor or through a subcontractor referred to specifically as “purchase orders” when transmitted. AMD shall place each Purchase Order with FASL sufficiently in advance of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”)delivery date to allow for FASL’s Product delivery lead times, as set forth in FASL’s most recent lead time report provided to AMD. A Reseller FASL shall not solicit or otherwise fulfill accept any Purchase Order unless submitted by AMD to the Reseller extent that such Purchase Order (ia) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, within the Product allocation assured to AMD in accordance with Contractor’s established qualifying criteriaSection 4.2, (b) conforms to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf foregoing lead times, and (iic) has executed does not provide for a separate agreement “ship to” location, Customer or Channel Partner that is inconsistent with AMD’s distribution rights hereunder. FASL will not accept any order to purchase Products under this Agreement from any Entity or person other than AMD without AMD’s prior written consent. Notwithstanding the State that directly obligates Reseller foregoing, with respect to fulfill Purchase Orders in accordance for Custom Products, FASL shall not be required to accept such Purchase Orders, but FASL shall not unreasonably withhold acceptance of any such Purchase Order that is consistent with the terms of this Agreement, taking into account such factors as the requested delivery date, pricing and conditions inventory. FASL shall not withhold acceptance of any Purchase Order for Custom Products on a basis that provides AMD less favorable treatment than any other FASL distributor or sales representative submitting orders for similar quantities of the same or similar Custom Products; provided that any pre-existing commitments to any distributor may take precedence over any new commitments for Custom Products so long as FASL makes such determinations on a commercially reasonable and non-discriminatory basis. FASL shall notify AMD as soon as possible if FASL believes that a Purchase Order for either Standard Products or Custom Products does not meet the foregoing requirements for acceptance by FASL. If the Purchase Order includes a pricing term inconsistent with the terms of this Agreement, such pricing term shall not apply and the pricing provisions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers Section 12 below shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendumtake precedence.

Orders. Any order placed Subject to the Terms of Sale, the Customer may purchase Product, Software license and Service by issuing a Purchase Order in response to and as Acceptance of Electro’s Quotation, or by other methods of communication indicating Customer’s Acceptance, signed by the State Customer if requested by Electro, or an Additional Purchaser (in the case of electronic transmission) sent by Customer’s authorized representative, indicating Acceptance of Electro’s Quotation and the specific Product, Software license and Service the Customer is agreeing to purchase, and indicating Electro’s Product numbers, quantity, unit price, total purchase price, shipping instructions, requested shipping dates, xxxx-to and ship-to addresses, tax exempt certifications, if applicable, contract reference and identity of the End User, if any, for services available under this Participating Addendum (hereinafter “Purchase Order”) each Product, Software license and Service. Even if some of the aforementioned information above is missing or incomplete, Electro’s acknowledgement of the Customer’s Acceptance is not a waiver, modification or limitation of any provision of the Terms of Sale, Quotation or Agreement. All Different and Conflicting Terms are rejected by Electro in their entirety, and shall not be binding upon Electro or made a part of the Agreement between the parties, as Customer’s acceptance is expressly limited to the terms and provisions stated within Electro’s offer, as expressed by the Quotation. No other terms, provisions or conditions, and no other agreement or understanding in any way modifying the terms, provisions and conditions stated herein shall be deemed binding upon the seller, Electro, or upon the purchaser, the Customer, unless mutually agreed to be in a writing signed by Electro and the Customer. Acceptance of the offer of sale governed by stated within the prices and other terms Quotation is expressly limited to the terms, provisions and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendumstated within Electro’s sale offer. Purchase Orders may only be placed directly through Contractor issued by a Customer in response to Electro’s Quotation. Upon Electro’s receipt of any Purchase Order, Electro’s customer service will review all Purchase Orders for Electro and no other person or through a subcontractor entity is authorized by Electro to accept delivery of or acknowledge the Purchase Orders on Electro’s behalf. The Customer may request to defer the date for the provision of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by ContractorService, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum Software license and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Product’s shipment for up to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days from the original shipping date scheduled by Electro, provided written noticeor electronic notice (issued, any Fulfillment Partner who does not meet Contractorin either case, by Customer’s established qualifying criteriaauthorized representative) is received by Electro at least ten (10) days before the originally scheduled shipping date. Rescheduled shipments or Product configuration changes requested by Customer less than ten (10) days before the original scheduled shipping date shall be subject to and require (a) Electro’s written consent, or where the addition and (b) a charge of fifteen percent (15%) of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing total price for the Stateaffected Product to be paid to Electro by the Customer. Resellers shall not offer less favorable pricing discounts than Notwithstanding the discounts established under foregoing and in all cases, the Master Agreement. However, a Reseller may offer any additional incremental discounts to provision of the State or any Additional PurchaserService, and such additional discountsthe Product’s shipment date may not be unilaterally rescheduled by the Customer without Electro’s prior written approval. Electro reserves the right to reschedule shipment in cases of configuration changes requested by Customer within ten (10) days of scheduled shipment. All Purchase Orders are non-cancelable. No cancellation of any Purchase Order shall be allowed , if offeredincluding but not limited to those instances where Product covered by the Purchase Order required Electro’s Product implementation service(s), may be provided including but not limited to the State or an Additional Purchaser in the discretion and at the sole legal obligation any of the Reseller. The Master Agreement number following: custom or special tooling and or dies made or procured by Electro in preparation for the State Contract Number must appear on every Purchase Order placed under this Participating Addendumproduction of the Product, custom or special Product design, Product customization, custom or special Product installation service(s).

Orders. Any order placed by the State or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the WSCA-NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum.

Orders. Any order placed by the State (a) All orders to create or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) redeem Baskets shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders made in accordance with the terms and conditions set forth in of the Trust Agreement, this Participating Addendum Agreement and the Master Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures. Redemption Orders shall not be made or processed during the Initial Offering Period. The Authorized Participant acknowledges and agrees that orders to create Baskets submitted during the Initial Offering Period will be processed at the end of the Initial Offering Period and that the Creation Basket Capital Contribution amount in respect of such orders during such period is $5 million, which shall be deposited in escrow in accordance with instructions from the Managing Owner as described in the Prospectus during the period from the Purchase Order Subscription Date through the end of the Initial Offering Period or earlier termination of the offering of shares. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Basket (a “Purchase Order Subscription Agreement”) and each order to redeem a Basket (a “Redemption Order”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the Managing Owner. Contractor A form of Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C. (c) The Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Capital Contribution (i) determined by the Managing Owner not to be in proper form; (ii) that the Managing Owner has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Managing Owner be unlawful; or (iv) if circumstances outside the control of the Managing Owner make it for all practical purposes not feasible to process creations of Creation Baskets. The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket Capital Contribution. (d) The Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its sole discretion, add Fulfillment Partners at suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any time period during which the term American Stock Exchange or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of this Participating Addendum. Contractor may designate a minimum which delivery, disposal or evaluation of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, the Trust’s assets is not required reasonably practicable; or (iii) for such other period as the Managing Owner determines to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where be necessary for the addition protection of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the ResellerBeneficial Owners. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumManaging Owner is not liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

Orders. Any order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the The Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum Purchasers may place orders directly only through Contractor’s approved Fulfillment Partners or through Contractor (only on an as-needed basis) for products or services as authorized under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Only those Fulfillment Partners at any time approved and listed during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Addendum at Contractor’s website are authorized to directly provide sales and services support. Contractorquotes, in its sole discretionreceive purchase orders, is not required to addinvoice Customers, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet receive payment from purchasers on Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulationbehalf. Except as otherwise set forth in the Master Agreementqualifying criteria, Contractor will not, directly or indirectly, restrict any ResellerFulfillment Partner’s participation or ability to quote pricing for the Statea Customer. Resellers shall The approved Fulfillment Partners will not offer less favorable pricing discounts than the contract discounts established by Contractor under the Master Agreement. However, a Reseller the Fulfillment Partner may offer any additional incremental discounts to the State or any Additional PurchaserParticipating State/Entity, and such additional discounts, discounts if offered, may be provided to the State or an Additional Purchaser in the discretion and at as the sole legal obligation of the Resellerapproved Fulfillment Partner to the Participating State/Entity. The Any order placed by a Participating Entity or Purchasing Entity for a product and/or service under this Master Agreement number shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. For clarity, sales of Contractor’s product or services by Contractor or an authorized reseller made under a separate contract, where the applicable quoting or ordering documents reference that separate contract, are not deemed to be sales under this Master Agreement. NASPO ValuePoint PARTICIPATING ADDENDUM DATA COMMUNICATIONS PRODUCTS & SERVICES (2019-2026) Led by the State Contract Number must appear on every Purchase Order placed under this Participating Addendum.of Utah

Orders. Any order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the The Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders Purchasers may place orders directly only be placed directly through Contractor’s approved Fulfillment Partners or through Contractor (only on an as-needed basis) for products or through a subcontractor of the Contractor that is both approved by Contractor and services as authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in under this Participating Addendum and the Master AgreementAddendum. Contractor may, in its sole discretion, add Only those Fulfillment Partners at any time approved and listed during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Addendum at Contractor’s website are authorized to directly provide sales and services support. Contractorquotes, in its sole discretionreceive purchase orders, is not required to addinvoice Customers, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet receive payment from purchasers on Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulationbehalf. Except as otherwise set forth in the Master Agreementqualifying criteria, Contractor will not, directly or indirectly, restrict any ResellerFulfillment Partner’s participation or ability to quote pricing for the Statea Customer. Resellers shall The approved Fulfillment Partners will not offer less favorable pricing discounts than the contract discounts established by Contractor under the Master Agreement. However, a Reseller the Fulfillment Partner may offer any additional incremental discounts to the State or any Additional PurchaserParticipating State/Entity, and such additional discounts, discounts if offered, may be provided to the State or an Additional Purchaser in the discretion and at as the sole legal obligation of the Resellerapproved Fulfillment Partner to the Participating State/Entity. The Any order placed by a Participating Entity or Purchasing Entity for a product and/or service under this Master Agreement number shall be deemed to be a sale under (and governed by the State Contract Number must appear on every Purchase Order placed prices and other terms and conditions of) the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. For clarity, sales of Contractor’s product or services by Contractor or an authorized reseller made under a separate contract, where the applicable quoting or ordering documents reference that separate contract, are not deemed to be sales under this Participating AddendumMaster Agreement.

Orders. Any order placed by The Commonwealth’s Master Agreement number MA 758 2100000767 and the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the NASPO Master Agreement Number and the Participating Addendum Number must AR3227must appear on every Purchase Order placed under this Participating Addendum Purchasers may place orders directly only through Contractor’s approved Fulfillment Partners or through Contractor (only on an as-needed basis) for products or services as authorized under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Only those Fulfillment Partners at any time approved and listed during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Addendum at Contractor’s website are authorized to directly provide sales and services support. Contractorquotes, in its sole discretionreceive purchase orders, is not required to addinvoice Customers, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet receive payment from purchasers on Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulationbehalf. Except as otherwise set forth in the Master Agreementqualifying criteria, Contractor will not, directly or indirectly, restrict any ResellerFulfillment Partner’s participation or ability to quote pricing for the Statea Customer. Resellers shall The approved Fulfillment Partners will not offer less favorable pricing discounts than the contract discounts established by Contractor under the Master Agreement. However, a Reseller the Fulfillment Partner may offer any additional incremental discounts to the State or any Additional PurchaserParticipating State/Entity, and such additional discounts, discounts if offered, may be provided to the State or an Additional Purchaser in the discretion and at as the sole legal obligation of the Resellerapproved Fulfillment Partner to the Participating State/Entity. The Any order placed by a Participating Entity or Purchasing Entity for a product and/or service under this Commonwealth Master Agreement number MA 758 2100000767 and the State Contract Number must appear on every Purchase Order placed NASPO Master Agreement AR3227 shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. For clarity, sales of Contractor’s product or services by Contractor or an authorized reseller made under a separate contract, where the applicable quoting or ordering documents reference that separate contract, are not deemed to be sales under this Participating AddendumMaster Agreement.

Orders. Any order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under PA # 34764 this Participating Addendum.

Orders. Any order placed by the State or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner Authorized Dealer listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the WSCA-NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners Authorized Dealers at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners Authorized Dealers and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner Authorized Dealer who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum.

Orders. Any order placed When placing an Order with the Supplier, the placing of the Order is evidence that the Customer has accepted these Terms of Trade; Every Order by the State Customer for the provision of Goods or an Additional Purchaser for services available under this Participating Addendum Services must be submitted in writing on a Purchase Order referencing the Quote (hereinafter “Purchase Order”) shall unless otherwise agreed). An Order will only be deemed to be a sale governed placed by the prices Customer if the Order clearly identifies the Goods or Services ordered and the Supplier's Quote. Any costs incurred by the Supplier in reliance on incorrect or inadequate information provided by the Customer in an Order may result in the imposition of an Additional Charge. Orders must be signed by an authorised representative of the Customer and must specify the required date of delivery. Placement of an Order by the Customer signifies acceptance by the Customer of these Terms of Trade and the most recent Quote provided by the Supplier relating to that Order. The Supplier may in its absolute discretion refuse to provide Goods or Services where: Goods are unavailable for any reason whatsoever; credit limits cannot be agreed upon or have been exceeded; or payment for Goods or Services previously provided to the Customer or any related corporation of the Customer or to any other party who is, in the reasonable opinion of the Supplier, associated with the Customer under the same or another supply contract, has not been received by the Supplier. An Order cannot be cancelled without the prior written consent of the Supplier. Where an Order is cancelled, the Customer indemnifies the Supplier against any Losses incurred by the Supplier as a result of the cancellation. This includes, but is not limited to, loss of profit from other orders foregone as a result of the scheduling of the Order which is subsequently cancelled. If the Customer does not make payment to the Supplier in full before the cash due date or the Credit Due Date (whichever is applicable), the Customer’s account will be considered overdue. Failure to comply with the terms of payment set out in this clause 4 shall constitute a breach of contract and conditions of this Participating Addendumthe Supplier may treat the whole contract as repudiated and act accordingly, provided including taking any necessary enforcement action without notice to the Customer. Each order submitted by the Customer to the Supplier will be deemed to include a representation that the Master Agreement Number Customer is solvent and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor able to pay all of the Contractor debts of the Customer as and when they fall due. The Customer must inform the Supplier if there are any facts that is both might reasonably effect the decision of the Supplier to accept an order or grant approved credit to the Customer. The Customer may request that its Order be varied by Contractor and authorized providing a request in writing to the Supplier. A request for a variation must be agreed to in writing by the State Supplier in order to have effect. If the Customer wishes to vary its requirements after a Quote has been prepared by the Supplier or after the placement of Vermont (hereinafter “Reseller”). A Reseller shall not solicit an Order, the Supplier reserves the right to vary the Quote to include any Additional Charge in respect of any extra costs incurred or otherwise fulfill any Purchase Order unless additional work carried out due to the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractorvariation, in accordance with Contractor’s established qualifying criteriaits then current charge rates. A revised Quote issued by the Supplier in respect of the requested variation supersedes the original Quote. If the revised Quote only specifies additional work, the Quote for that additional work will be in addition to provide sales the immediately preceding Quote for the Goods or Services or both. The Supplier has an automatic extension of time for the provision of the Goods or Services equal to the delay caused by the variation. The Supplier may in its absolute discretion, issue an invoice to the Customer in any one or more of the following ways: prior to commencing the provision of the Goods or Services, for an amount equal to the Quote and service support Additional Charges where the Supplier has not previously carried out work for the Customer or where the Supplier chooses to participants do so; at the end of each week before the Order is completed, the Supplier may issue one or more invoices for a proportion or the whole of the amount of the Quote (the proportion to be calculated at the Supplier's discretion either for work done to that point, work in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf future or both) and (ii) has executed a separate agreement with require that proportion of the State that directly obligates Reseller to fulfill Purchase Orders Quote be paid in accordance with advance of any further Goods or Services being provided; or upon completion of the terms and conditions set forth in this Participating Addendum and provision of the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at Goods or Services or any time during thereafter, for an amount equal to the term Quote or the balance of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written noticethe Quote outstanding, any Fulfillment Partner who does Additional Charges and any amount not meet Contractor’s established qualifying criteriapreviously invoiced, or if no Quote was provided, for an amount representing the Supplier's charge for the work performed in completing the Order and for any Additional Charges. The amount payable by the Customer will be the amount set out in the invoice. This will be calculated as: the amount for the Goods or Services (or both) as set out in the Quote and any Additional Charges, or where no Quote has been provided by the addition Supplier, the Supplier’s usual charges for the goods or services (or both) as described in the Order. The Customer must pay an invoice issued by the Supplier to the Supplier within 7 days of a valid Tax Invoice being issued to the Customer (unless otherwise agreed to in writing). If any invoice is due but unpaid, the Supplier may withhold the provision of any further Goods or Services until overdue amounts are paid in full. The Supplier may in its complete discretion apply any payment received from the Customer to any amount owing by the Customer to the Supplier. The Customer is not entitled to retain any money owing to the Supplier notwithstanding any default or alleged default by the Supplier of these Terms of Trade, including (but not limited to) the supply of allegedly faulty or defective Goods, provision of Services to an inadequate standard or a delay in the provision of Goods or Services. Nothing in this paragraph affects the Customer's rights for any alleged failure of a guarantee under the Australian Consumer Law. The Customer is to pay the Supplier on demand interest at the rate of 10% per annum on all overdue amounts owed by the Customer to the Supplier, calculated daily. All costs and expenses associated with collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses of the entity would violate any state or federal law or regulationSupplier, are to be paid by the Customer as a debt due and payable under these Terms of Trade. Except as otherwise set forth The Customer and the Supplier agree to comply with their obligations in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability relation to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established Goods and Services Tax (GST) under the Master Agreement. However, a Reseller may offer A New Tax System (Goods and Services Tax) Xxx 0000 and any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendumother applicable legislation governing GST.

Orders. Any Buyer’s order placed submitted to the Seller must be signed and in writing. Any Buyer’s order must include required delivery dates, quantities and complete description of Material to be purchased. The Agreement shall be binding upon the Buyer when the Seller’s Offer is received and accepted irrevocably and unconditionally (i.e without reservations or comments) in writing. This Buyer’s acceptance shall be given within a period of fifteen (15) days of the receipt of such Seller’s Offer. Such acceptance shall be deemed to have been given by the State Buyer if no written notification to the Seller has been effected within the aforesaid mentioned period explaining the eventual reservations or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) comments in respect thereof. The acceptance made by the Buyer shall be deemed to be a sale governed its unconditional acceptance of these Terms and Conditions and shall constitute its express waiver to any other general or special terms of sale. The Seller reserves the right to revoke its offer to meet the Buyer’s order at any time before acceptance by the prices Buyer of the Seller’s Offer as provided hereinabove. Upon acceptance of the Seller’s Offer by the Buyer, the Parties shall sign the Sales Order which shall reproduce any and other all terms and conditions applicable to the sale. No modification, amendment of the terms and conditions of this Participating Addendum, provided that the Master Agreement Number Seller’s Offer in the acknowledgment and acceptance thereof will be binding upon the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor Seller unless it is accepted in writing by an authorised representative of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”)Seller. A Reseller The Buyer shall not solicit or otherwise fulfill be entitled in any Purchase Order unless case to cancel its written offer after having accepted the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website Seller’s Offer as an entity approved by Contractor, hereinafter provided and in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in consequence the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with Buyer shall pay the State that directly obligates Reseller to fulfill Purchase Orders corresponding amounts in accordance with the payment terms specified in the Sale Order. If exceptionally the Buyer’s order is cancelled after such acceptance and conditions set forth in this Participating Addendum and if there have been one or more down payments, the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during amounts paid will be kept by the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Seller to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition compensate him of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing costs and expenses incurred for the Statesale until that moment: these amounts may reach 20 % of the total price of the Seller’s Offer. Resellers The Buyer shall not offer less favorable pricing discounts than assign the discounts established under Agreement without the Master Agreement. However, a Reseller may offer any additional incremental discounts to prior written consent of the State or any Additional Purchaser, and such additional discounts, if offered, Seller which may be provided to the State or an Additional Purchaser in the discretion and withheld at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumSeller’s discretion.

Orders. Any order 4.1 If permitted by Binance, you may submit Orders to Binance through an Agreed Communication Channel by specifying the terms of such Order in the manner as directed by Xxxxxxx from time to time. In addition, you may request to amend or cancel existing Orders by contacting Binance through an Agreed Communication channel provided such Orders have not been executed. Binance may in its sole discretion accept or reject any request to amend or cancel an Order. To the extent that Xxxxxxx accepts your request to amend an existing Order, the amended Order will be treated as a new Order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendumyou. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Binance will execute Orders in accordance with this Agreement and any other terms provided on the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, Platform. 4.2 Binance may in its sole discretion, add Fulfillment Partners discretion accept or reject any Order and any such acceptance or rejection shall be effective upon determination by Binance. Acceptance of an Order does not amount to a binding agreement between Binance and you and does not oblige Binance to enter into any OTC Transaction with you. An Order which has been accepted by Binance (an “Accepted Order”) may be subsequently returned to you in Binance’s sole discretion and Binance shall not be under any obligation to execute any OTC Transaction with you in response to an Order regardless of whether the Order is an Accepted Order. 4.3 An Accepted Order may be executed by Xxxxxxx in whole or in part at any time during after acceptance but no later than the term latest time for execution (if any) specified by you (the “Expiry Time”). Any Order (or part of any Order) not executed prior to the Expiry Time shall expire at such Expiry Time. Execution of an Order (or part of an Order) by Binance (which shall be effected by execution of a transaction in the Digital Asset markets (which may be through the Platform, with a third party liquidity provider or with a Binance Affiliate) in respect of such Order) shall constitute a binding agreement to an OTC Transaction between you and Binance on the terms of such Order. Binance shall notify you of such execution through an Agreed Communication Channel but any failure or delay in providing such notice shall not affect the effectiveness of such OTC Transaction. 4.4 Binance provides no guarantee that any Order can be filled in its entirety as this Participating Addendumdepends on factors outside of Binance’s control. Contractor Binance may designate a minimum add or remove types of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in Orders at its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum.

Orders. Any order placed by the State or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor Cisco or through a subcontractor of the Contractor third-party reseller that is both approved by Contractor Cisco and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor Cisco’s dedicated (cooperative contract) website as an entity approved by ContractorCisco, in accordance with ContractorCisco’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on ContractorCisco’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor Cisco may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor Cisco will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number Number and the State Contract Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum.

Orders. Any Minimum order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) amount shall be deemed to be a sale governed by the prices and other terms and conditions one case pack of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor 8 individual retail ready units of the Contractor that is both approved same sku. All orders are subject to acceptance by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by ContractorCANNAPHYLL, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor maywhole or part, in its sole discretion. The making of a purchase order and acceptance by CANNAPHYLL constitutes acceptance by the Customer of each and all the terms and conditions provided herein regardless of whether Customer signs this Agreement. This Agreement constitutes the entire agreement between Purchaser and the Seller, add Fulfillment Partners at any time during and no modification thereof shall be effective unless in writing signed by both parties. The general instructions for placing an order are outlined on Exhibit B. All payments owed by Customer to CANNAPHYLL for delivered Products shall be prepaid in full upon completion of a Purchase Order by the term Buyer unless otherwise agreed upon in writing on the Cover Sheet of this Participating Addendumdocument. Contractor may designate a minimum The general methods of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written noticepayment are provided on Exhibit A. Notwithstanding the foregoing, any Fulfillment Partner who does outstanding unpaid amounts by Customer for Products must be paid in full to CANNAPHYLL prior to any subsequent deliveries of Products. Any payments not meet Contractor’s established qualifying criteriareceived within the terms as stated on the Customer's invoice shall be subject to a late payment penalty equal to the lesser of: (i) five percent (5%) of, or where (ii) the addition maximum interest rate allowable by law of the entity would violate amount overdue for each month outstanding until paid, beginning with the due date of the late payment. Reconciliation and adjustments of fees shall be performed on a quarterly basis. If any state outstanding amount is owed by Customer to CANNAPHYLL hereunder or federal law or regulationby virtue of any other agreement between CANNAPHYLL and Customer, CANNAPHYLL shall have the right, upon written notice thereof to Customer, as applicable, to set-off any amount owed by CANNAPHYLL to Customer hereunder by such outstanding amount. Except as otherwise set forth For Customers approved in writing on the Master AgreementCover Sheet of this document for Net 30 due credit terms, Contractor will notif payment is received via ACH within 10 calendar days of invoice ship date, directly or indirectly, restrict then Customer is entitled to two percent (2%) advance payment discount on the final invoice value at Net (Wholesale list price less any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendumapplicable).

Orders. Any order placed 7.1 Retailer agrees to use its best efforts to promote and enhance EchoStar's business, reputation and goodwill. Retailer shall allow only its employees, and shall not use any independent contractors, subcontractors, Affiliates, agents, sub-agents or any other persons not employed by Retailer to fulfill any of its obligations hereunder without EchoStar's specific prior written consent, which consent may be withheld in EchoStar’s Sole Discretion. In the State or an Additional Purchaser for services available under this Participating Addendum event that EchoStar does grant consent to Retailer to use persons not employed by Retailer to perform any activities contemplated hereunder (hereinafter “Purchase OrderPermitted Subcontractors”) ), Retailer shall be deemed responsible for the acts and omissions of such Permitted Subcontractors to the same extent it is responsible for the acts and omissions of its own employees. 7.2 Retailer shall not sell Programming under any circumstances. All sales of Programming are transactions solely between EchoStar and DISH Network Subscribers. Retailer shall promptly forward to EchoStar all orders for Programming in the manner prescribed by EchoStar from time to time. Retailer understands that EchoStar shall have the right, in its Sole Discretion, to accept or reject, in whole or in part, all orders for Programming. Retailer also agrees that it shall not condition, tie or otherwise bundle any purchase of Programming with the purchase of any other services or products other than as specifically consented to in writing by EchoStar in advance, which consent may be a sale governed by withheld in EchoStar’s Sole Discretion. 7.3 Retailer shall comply with all Business Rules, including without limitation all Business Rules which govern or are otherwise applicable to any Promotional Program in which Retailer participates. Retailer shall disclose to each prospective DISH Network Subscriber the prices relevant terms and conditions of each Promotional Program in which such prospective DISH Network Subscriber is interested as well as any other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in any applicable Business Rules. Furthermore, Retailer shall take all actions and refrain from taking any action, as requested by EchoStar in connection with the marketing, advertisement, promotion and/or solicitation of orders for Programming and/or the sale, lease or other transfer of DISH DBS Systems and/or Promotional Certificates and Retailer shall cooperate by supplying EchoStar with any information arising from or relating to those actions as EchoStar reasonably requests. The failure of Retailer to adhere to any Business Rules may result in disciplinary action by EchoStar in its Sole Discretion up to and including termination of this Participating Addendum Agreement and/or any Other Agreement, and/or the exercise by EchoStar of any other right or remedy available to it under contract (including without limitation this Agreement), at law, in equity or otherwise (all of which are hereby expressly reserved). 7.4 Retailer hereby acknowledges and agrees that the Master Agreement. Contractor mayrelationship, contractual or otherwise, between EchoStar (and/or any of its Affiliates) and each DISH Network Subscriber is, as between EchoStar and Retailer, for the sole and exclusive benefit of EchoStar and that EchoStar may conduct such relationship in any manner that it sees fit at any time and from time to time, in its Sole Discretion, without incurring any liability whatsoever to Retailer and/or any of its Affiliates. In furtherance (and without limitation) of the foregoing, Retailer acknowledges and agrees that Retailer is not a third-party beneficiary of any agreement that EchoStar or any of its Affiliates may have with any DISH Network Subscriber, and that, under no circumstances, shall Retailer and/or any of its Affiliates have any claim or cause of action against EchoStar or any Affiliate of EchoStar for any action taken (or not taken) by EchoStar and/or any of its Affiliates with regard to any DISH Network Subscriber. Retailer further acknowledges and agrees that all records created or maintained by, or on behalf of, EchoStar relating to any DISH Network Subscriber are the sole discretionand exclusive property of EchoStar and EchoStar shall not have any obligation whatsoever to give or allow Retailer access to such information, add Fulfillment Partners at any time during the term even if authorized or requested by such DISH Network Subscriber. The provisions of this Participating Addendum. Contractor may designate a minimum Section 7.4 shall survive expiration or termination of two Fulfillment Partners and this Agreement (for any reason or no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30reason whatsoever) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendumindefinitely.

Orders. Any Reseller shall purchase and place orders for the Services with an Authorized Distributor, and pay the Authorized Distributor in respect of such order. All pricing and payment terms shall be determined between Reseller and the Authorized Distributor. CybSafe shall have no liability for Reseller’s orders (including any obligations or terms in them) placed with any Authorized Distributor. CybSafe’s obligation to provide Services shall be in accordance with CybSafe’s agreement with the Authorized Distributor and the Order accepted by CybSafe under that agreement. CybSafe may suspend fulfilment or performance of its obligations under these Terms and the XXXX in respect of any Customer of the Indirect Reseller at any time if: (i) Reseller fails to pay the Authorized Distributor for the Services within any agreed payment terms; or (ii) the Authorized Distributor fails to pay CybSafe for Services in respect of that Customer. Subscription Allocation will be as stated in the Order placed with CybSafe by the Authorized Distributor in respect of the Customer’s subscription to the Services, and the Authorized Distributor (not CybSafe) is responsible for ensuring that such Order corresponds with any order placed by the State Indirect Reseller with the Authorized Distributor in respect of the Customer’s subscription to the Services. Any request for upgrades, downgrades or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) adding Subscription Allocation shall be deemed agreed between Reseller and the Authorized Distributor, and a corresponding Order between the Authorized Distributor and CybSafe. Reseller acknowledges that CybSafe cannot guarantee the level of discount offered by an Authorized Distributor, and CybSafe shall not be obliged to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided ensure that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that Partner Discount is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill applied to any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing order for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Services between an Indirect Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumAuthorized Distributor.

Orders. Any order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the The Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders Purchasers may place orders directly only be placed directly through Contractor’s approved Fulfillment Partners or through Contractor (only on an as-needed basis) for products or through a subcontractor of the Contractor that is both approved by Contractor and services as authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in under this Participating Addendum and the Master AgreementAddendum. Contractor may, in its sole discretion, add Only those Fulfillment Partners at any time approved and listed during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Addendum at Contractor’s website are authorized to directly provide sales and services support. Contractorquotes, in its sole discretionreceive purchase orders, is not required to addinvoice Customers, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet receive payment from purchasers on Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulationbehalf. Except as otherwise set forth in the Master Agreementqualifying criteria, Contractor will not, directly or indirectly, restrict any ResellerFulfillment Partner’s participation or ability to quote pricing for the Statea Customer. Resellers shall The approved Fulfillment Partners will not offer less favorable pricing discounts than the contract discounts established by Contractor under the Master Agreement. However, a Reseller the Fulfillment Partner may offer any additional incremental discounts to the State or any Additional PurchaserParticipating State/Entity, and such additional discounts, discounts if offered, may be provided to the State or an Additional Purchaser in the discretion and at as the sole legal obligation of the Resellerapproved Fulfillment Partner to the Participating State/Entity. The Any order placed by a Participating Entity or Purchasing Entity for a product and/or service under this Master Agreement number shall be deemed to be a sale under (and governed by the State Contract Number must appear on every Purchase Order placed prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. For clarity, sales of Contractor’s product or services by Contractor or an authorized reseller made under a separate contract, where the applicable quoting or ordering documents reference that separate contract, are not deemed to be sales under this Participating AddendumMaster Agreement.

Orders. Any order placed 4.1 The SUPPLIER undertakes not to accept any Order without an Order reference number. AJW accepts no liability for any order, verbal or otherwise, unless subsequently confirmed by an official Order, authorised by AJW. AJW may place Orders for the State Parts or Services by email, by fax or in any other mutually agreed way. 4.2 The SUPPLIER shall Supply all Parts and Services in accordance with any delivery times/TAT specified by AJW in an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) . Time shall be of the essence and AJW may refuse to accept delivery of any Parts or Services not delivered within the specified time and cancel the Order. SUPPLIER shall deliver in such volumes specified by AJW in an Order at no cost to AJW. 4.3 The SUPPLIER shall accept all Orders within 24 hours by written confirmation indicating Order reference number, line item and confirmation of delivery times/TAT and where the SUPPLIER fails to provide such confirmation or the conformation is not in the form required, the Order shall be deemed accepted after the 24 hours have elapsed. This confirmation, any future delivery notes and invoices shall be issued in the same form as the Order in particular, the line items on such correspondence shall correspond exactly with the Order including part numbers, descriptions and price. AJW reserves the right to be a sale governed amend or cancel Orders after acceptance by the prices SUPPLIER or delivery to AJW. Subject to Clause 4.4 below, in the event of cancellation of any Order after acceptance by SUPPLIER for reasons other than those stated in Clause 13 or Clause 4.4, SUPPLIER shall be compensated by AJW of all appropriate and other terms substantiated costs incurred by SUPPLIER up to the date of cancellation, however, SUPPLIER shall use its best efforts to mitigate the extent of such costs. 4.4 Notwithstanding Clause 4.3 above, in the event the Customer of AJW cancels its order with AJW for the Parts or any part thereof, AJW shall have the right to cancel its Order with the SUPPLIER without further liability and conditions of this Participating Addendum, provided that require the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller SUPPLIER to (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractorimmediately cease providing the Parts and services for AJW in respect of the Order, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with make the State that directly obligates Reseller necessary arrangements to fulfill Purchase collect any Parts or part thereof delivered by the SUPPLIER from the site advised by AJW; 4.5 In respect of (i) Repair Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers SUPPLIER shall not offer less favorable pricing discounts than use any PMA material in any Repairs or DER/non CMM Repairs without obtaining prior authorization in writing from AJW and (ii) purchase Orders SUPPLIER shall not supply a Part with PMA material or which has been the discounts established under the Master Agreement. However, subject of a Reseller may offer DER repair without prior written consent of AJW; 4.6 SUPPLIER shall not charge any additional incremental discounts AOG fees to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation expedite Orders without prior written consent of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumAJW.

Orders. Any order placed by the State or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor HPE or through a subcontractor of the Contractor third-party reseller that is both approved by Contractor HPE and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor HPE’s dedicated (cooperative contract) website as an entity approved by ContractorHPE, in accordance with ContractorHPE’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on ContractorHPE’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor HPE may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor HPE will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number Number and the State Contract Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum.

Orders. Any order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the The Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum Purchasers may place orders directly only through Contractor’s approved Authorized Resellers or through Contractor (only on an as-needed basis) for products or services as authorized under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both Only those Authorized Resellers approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Addendum at Contractor’s website are authorized to directly provide sales and services support. Contractorquotes, in its sole discretionreceive purchase orders, is not required to addinvoice Customers, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet receive payment from purchasers on Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulationbehalf. Except as otherwise set forth in the Master Agreementqualifying criteria, Contractor will not, directly or indirectly, restrict any Authorized Reseller’s participation or ability to quote pricing for the Statea Customer. The approved Authorized Resellers shall will not offer less favorable pricing discounts than the contract discounts established by Contractor under the Master Agreement. However, a the Authorized Reseller may offer any additional incremental discounts to the State or any Additional PurchaserParticipating State/Entity, and such additional discounts, discounts if offered, may be provided to the State or an Additional Purchaser in the discretion and at as the sole legal obligation of the Resellerapproved Authorized Reseller to the Participating State/Entity. The Any order placed by a Participating Entity or Purchasing Entity for a product and/or service under this Master Agreement number shall be deemed to be a sale under (and governed by the State Contract Number must appear on every Purchase Order placed prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. For clarity, sales of Contractor’s product or services by Contractor or an authorized reseller made under a separate contract, where the applicable quoting or ordering documents reference that separate contract, are not deemed to be sales under this Participating AddendumMaster Agreement.

Orders. Any Reseller shall purchase and place orders for the Services with an Authorized Distributor, and pay the Authorized Distributor in respect of such order. All pricing and payment terms shall be determined between Reseller and the Authorized Distributor. CybSafe shall have no liability for Reseller’s orders (including any obligations or terms in them) placed with any Authorized Distributor. CybSafe’s obligation to provide Services shall be in accordance with CybSafe’s agreement with the Authorized Distributor and the Order accepted by CybSafe under that agreement. CybSafe may suspend fulfilment or performance of its obligations under these Terms and the EULA in respect of any Customer of the Indirect Reseller at any time if: (i) Reseller fails to pay the Authorized Distributor for the Services within any agreed payment terms; or (ii) the Authorized Distributor fails to pay CybSafe for Services in respect of that Customer. Subscription Allocation will be as stated in the Order placed with CybSafe by the Authorized Distributor in respect of the Customer’s subscription to the Services, and the Authorized Distributor (not CybSafe) is responsible for ensuring that such Order corresponds with any order placed by the State Indirect Reseller with the Authorized Distributor in respect of the Customer’s subscription to the Services. Any request for upgrades, downgrades or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) adding Subscription Allocation shall be deemed agreed between Reseller and the Authorized Distributor, and a corresponding Order between the Authorized Distributor and CybSafe. Reseller acknowledges that CybSafe cannot guarantee the level of discount offered by an Authorized Distributor, and CybSafe shall not be obliged to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided ensure that the Master Agreement Number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that Partner Discount is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill applied to any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing order for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Services between an Indirect Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumAuthorized Distributor.

Orders. Any order placed Supplier hereby agrees to manufacture for and sell the Products exclusively to Compass during the Term of this Agreement in accordance with the provisions of this Agreement. Compass hereby acknowledges and agrees that Supplier is in the business of manufacturing products of a similar nature as the Products for other customers, and Supplier's acceptance of this business and the production of such similar products shall not be restricted by this Agreement; provided, however, that Supplier shall not manufacture or sell a product that is the same or substantially similar in function and/or design as the following Compass products: Autosound Applicator, Autosound Gel Pads, Anti-Microbial Electrodes, Deep Oscillation Therapeutic Device, Portable or Tethered Therapeutic Laser, any plastic or composite Heating Tank (any model), Hammerhead Style Ultrasound Wand, or HydraHeat Style Packs. For the avoidance of doubt, other than Products manufactured for and sold to Compass, Supplier shall not manufacture or sell any Heating Tank (any model) products other than Heating Tanks sold by DJO as of the date of this Agreement (not to include any new products designed to compete against Richmar Hydrotherm products). a. From time to time, Compass shall submit to Supplier purchase orders for the Products specifying the identity, quantity, location for delivery and requested Product Lead Time for the Products being ordered (each an "Order" and collectively referred to herein as "Orders"). From time to time, Compass shall also provide Supplier with a good faith estimate of Compass’ projected sales volumes, provided, however, Compass shall not be obligated to purchase any quantity of Products other than as stated in an accepted Order. Supplier shall, within two (2) business days of receipt of an Order, provide written notification to Compass whether it is able to fill all or part of such Order by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) Product Lead Time specified therein. Any Order which is submitted by Compass to Supplier shall be subject to and deemed to be a sale governed by incorporate the prices and other terms and conditions of this Participating AddendumAgreement. Neither Party shall be bound by any terms or conditions that differ from or add to the provisions of this Agreement, provided that the Master Agreement Number including, without limitation, any terms and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized conditions in any Order, unless mutually agreed upon by the State Parties. Supplier shall accept all Orders submitted by Compass unless such Order fails to comply with the provisions of Vermont (hereinafter “Reseller”)this Agreement. A Reseller Compass shall not solicit or otherwise fulfill be under no obligation to purchase any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved Products from Supplier except those sold by Contractor, Supplier in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or including an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating AddendumOrder.

Orders. Any order placed by the State or an Additional Purchaser for services available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the The Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum Purchasers may place orders directly only through Contractor’s approved Fulfillment Partners or through Contractor (only on an as-needed basis) for products or services as authorized under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Only those Fulfillment Partners at any time approved and listed during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners Addendum at Contractor’s website are authorized to directly provide sales and services support. Contractorquotes, in its sole discretionreceive purchase orders, is not required to addinvoice Customers, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet receive payment from purchasers on Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulationbehalf. Except as otherwise set forth in the Master Agreementqualifying criteria, Contractor will not, directly or indirectly, restrict any ResellerFulfillment Partner’s participation or ability to quote pricing for the Statea Customer. Resellers shall The approved Fulfillment Partners will not offer less favorable pricing discounts than the contract discounts established by Contractor under the Master Agreement. However, a Reseller the Fulfillment Partner may offer any additional incremental discounts to the State or any Additional PurchaserParticipating State/Entity, and such additional discounts, discounts if offered, may be provided to the State or an Additional Purchaser in the discretion and at as the sole legal obligation of the Resellerapproved Fulfillment Partner to the Participating State/Entity. The Any order placed by a Participating Entity or Purchasing Entity for a product and/or service under this Master Agreement number shall be deemed to be a sale under (and governed by the State Contract Number must appear on every Purchase Order placed prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. For clarity, sales of Contractor’s product or services by Contractor or an authorized reseller made under a separate contract, where the applicable quoting or ordering documents reference that separate contract, are not deemed to be sales under this Participating AddendumMaster Agreement.

Orders. Any order placed by the State or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the WSCA-NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Contractor may, in its sole discretion, add Fulfillment Partners at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfilment Partners to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum.thirty

Orders. Any order placed by the State, a State Purchaser or an Additional Purchaser for services a product or service available under this Participating Addendum (hereinafter “Purchase Order”) shall be deemed to be a sale governed by the prices and other terms and conditions of this Participating Addendum, provided that the Master Agreement Number number and the Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum. Purchase Orders may only be placed directly through Contractor or through a subcontractor an approved dealer of the Contractor that is both approved by Contractor and authorized by the State of Vermont (hereinafter “Reseller”). A Reseller shall not solicit or otherwise fulfill any Purchase Order unless the Reseller (i) is an approved Fulfillment Partner listed on Contractor Contractor’s dedicated (cooperative contract) website as an entity approved by Contractor, in accordance with Contractor’s established qualifying criteria, to provide sales and service support to participants in the WSCA-NASPO ValuePoint Master Price Agreement on Contractor’s behalf and (ii) has executed a separate agreement with the State that directly obligates Reseller to fulfill Purchase Orders in accordance with the terms and conditions set forth in this Participating Addendum and the Master Agreement. Resellers are not subcontractors of Contractor.. . Contractor may, in its sole discretion, add Fulfillment Partners Reseller (at any time during the term of this Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners Resellers and no set maximum number of Fulfilment Partners Resellers to provide sales and services support. Contractor, in its sole discretion, is not required to add, and may delete upon thirty (30) days written notice, any Fulfillment Partner Reseller who does not meet Contractor’s established qualifying criteria, or where the addition of the entity would violate any state or federal law or regulation. Except as otherwise set forth in the Master Agreement, Contractor will not, directly or indirectly, restrict any Reseller’s participation or ability to quote pricing for the State. Resellers shall not offer less favorable pricing discounts than the discounts established under the Master Agreement. However, a Reseller may offer any additional incremental discounts to the State or any Additional Purchaser, and such additional discounts, if offered, may be provided to the State or an Additional Purchaser in the discretion and at the sole legal obligation of the Reseller. The Master Agreement number and the State Contract Participating Addendum Number must appear on every Purchase Order placed under this Participating Addendum.