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<br />GOVERNMENT PRODUCT LEASE AGREEMENT
<br />In this Government Product Lease Agreement (the "Lease"),
<br />the words 'You" and "Your" mean the lessee, which is the
<br />entity that is identified as the Customer on the Government
<br />Product Lease Agreement Order Form ("Order Form"). "We,"
<br />"Us" and "Our" mean the lessor, Mail Finance Inc. 'Supplier"
<br />refers to either Neopost USA Inc., or any other third party
<br />that has manufactured, or is providing services related to, the
<br />Products.
<br />1. Lease of Products. THIS LEASE IS UNCONDITIONAL
<br />AND NON -CANCELABLE (except as provided in Section 24,
<br />below) during the Initial Term (as defined below). You agree
<br />to lease from Us the equipment, embedded software,
<br />Software, services and other products listed on the Order
<br />Form, together with all existing accessories, embedded
<br />software programs, attachments, replacements, updates,
<br />additions and repairs, (collectively the "Products") upon the
<br />terms stated herein. For the avoidance of doubt, postage
<br />meters for use in mailing machines are excluded from the
<br />definition of Products. The term "Software" means any
<br />software that is subject to this Lease, other than software
<br />programs that are embedded in the hardware. Software is
<br />subject to the additional terms as may be provided by the
<br />Supplier.
<br />2. Promise to Pay. You promise to pay to Us the lease
<br />payment shown on the Order Form ("Lease Payment") in
<br />accordance with the payment schedule set forth thereon, plus
<br />all other amounts stated In this Lease.
<br />3. Initial Term; Renewal.
<br />3.1 FMV Lease. The Initial Term of this Lease
<br />will begin on the date the Products are installed and will
<br />continue for the number of months shown on the applicable
<br />Order Form ("Initial Term"). Unless You have opted for an
<br />LTOP Lease as described in Section 23, You must notify Us in
<br />writing at least thirty (30) days before the end of the Initial
<br />Term that You intend to either: (i) return the Products at the
<br />end of the Initial Term; or (ii) purchase the Products pursuant
<br />to Section 22. If You have not opted for an LTOP lease and
<br />You fail to give us such notice, then this Lease will
<br />automatically renew for consecutive periods of one (1) month
<br />each (each a "Renewal Period"). The amount You pay for the
<br />Products will remain unchanged during each Renewal Period.
<br />We will not notify You that the Initial Term or any Renewal
<br />Period Is ending. You may terminate this Lease at the
<br />conclusion of any Renewal Period by giving Us thirty (30)
<br />days prior written notice of Your intent to do so. If You notify
<br />Us in writing that You intend to terminate the Lease, as set
<br />forth above, You shall either return the Products pursuant to
<br />Section 12 of this Lease or purchase the products pursuant to
<br />Section 22.
<br />3.2 LTOP Lease. If you have opted for an
<br />LTOP Lease as described in Section 23, then the term of this
<br />Lease will begin on the date the Products are installed and will
<br />continue for the number of months shown on the applicable
<br />Order Form ("Initial Term"). At the conclusion of the Initial
<br />Term of an LTOP Lease, we shall: (i) transfer title of all
<br />hardware Products to You as set forth in Section 23; and (ii)
<br />Your license to use any Software Products shall continue
<br />without the need to make any further license payments to Us.
<br />4. Payments. Lease Payments, and other charges
<br />provided for herein, are payable in arrears periodically as
<br />stated on the Order Form. You agree to make Lease
<br />Payments to Us at the address specified on Our invoices, or at
<br />any other place designated by Us within thirty (30) days of
<br />the date of Our invoice.
<br />S. Delivery and Location of Products. The Products will
<br />be delivered to You at the installation address specified on the
<br />Order Form ("Installation Address") or, if no such location Is
<br />specified, to Your billing address. Your acceptance of the
<br />Products occurs upon delivery of the Products. You shall not
<br />remove the Products from the Installation Address unless You
<br />first get Our written permission to do so.
<br />6. Ownership, Use, and Maintenance of Products. We
<br />will own and have title to the Products during the Lease. You
<br />agree that the Products are and shall remain Our personal
<br />property. You authorize Us to record (and amend, if
<br />appropriate) a UCC financing statement to protect Our
<br />interests. You represent that the Products will be used solely
<br />for commercial purposes and not for personal, family or
<br />household purposes. At Your own cost, You agree to maintain
<br />the Products in accordance with the applicable operation
<br />manuals and to keep the Products in good working order,
<br />ordinary wear and tear excepted.
<br />7. Assignment of Supplier's Warranties. We hereby
<br />assign to You any warranties relating to the Products that We
<br />may have received from the Supplier.
<br />8. Relationship of the Parties. You agree that You, not
<br />We, selected the Products and the Supplier, and that We are
<br />a separate company from the Supplier and that the Supplier
<br />is not Our agent. IF YOU ARE A PARTY TO ANY POSTAGE
<br />METER RENTAL, MAINTENANCE, SERVICE, SUPPLIES OR
<br />OTHER CONTRACT WITH ANY SUPPLIER, WE ARE NOT A
<br />PARTY THERETO, AND SUCH CONTRACT IS NOT PART OF
<br />THIS LEASE (EVEN THOUGH WE MAY, AS A CONVENIENCE TO
<br />YOU AND THE SUPPLIER, BILL AND COLLECT MONIES OWED
<br />BY YOU TO THEM).
<br />9. Default. You will be in default under this Lease if You
<br />fail to pay any amount within ten (10) days of the due date or
<br />fail to perform or observe any other obligation in this Lease.
<br />If You default, We may, without notice to You, do any one or
<br />more of the following, at Our option, concurrently or
<br />separately: (A) cancel this Lease; (B) require You to return
<br />the Products pursuant to Section 12 below; (C) take
<br />possession of and/or render the Products unusable, and for
<br />such purposes You hereby authorize Us and Our designees to
<br />enter Your premises, with prior reasonable notice or other
<br />process of law; and (D) require You to pay to Us, on demand
<br />as liquidated damages and not as a penalty, an amount equal
<br />to the sum of: (1) all Lease Payments and other amounts then
<br />due and past due; (ii) all remaining Lease Payments for the
<br />then -current term, together with any taxes due or to become
<br />due during such term (which You agree is a reasonable
<br />estimate of Our damages); and (iii) in the event that You
<br />failed to promptly return the Products to Us, an amount equal
<br />to the remaining value of the Products at the end of the then -
<br />current term, as reasonably determined by Us. To the extent
<br />allowable by law, You shall also pay all Our costs in enforcing
<br />Our rights under this Lease, including reasonable attorneys'
<br />fees and expenses that We incur to take possession, store,
<br />repair, or dispose of the Products, as well as any other
<br />expenses that We may incur to collect amounts owed to Us.
<br />We are not required to re -lease or sell the Products if We
<br />repossess them. These remedies shall be cumulative and not
<br />exclusive, and shall be in addition to any and all other
<br />remedies available to Us.
<br />10. Finance Lease. You agree that this Lease is a "finance
<br />lease" as defined in Article 2A of the Uniform Commercial
<br />Code ("UCC"). To the extent permitted by law, You hereby
<br />waive any and all rights and remedies conferred upon You
<br />under UCC Sections 2A-303 and 2A-508 through 2A-522, or
<br />any similar laws.
<br />Page 1 of 6 Direct Sales Government Product Lease Version: DirectGovLease-VO4-16
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