DIRECTV SMATV DEALER AGREEMENT

This DIRECTV SMATV Dealer Agreement (this “Agreement”) is made and entered into as of THE LATEST DATE SET FORTH ON THE SIGNATURE PAGE HERETO (the “Effective Date”), between DIRECTV, LLC, a California limited liability company (“DIRECTV”) and a wholly owned subsidiary of AT&T, Inc. (“AT&T”), and THE DEALER LISTED ON THE SIGNATURE PAGE HERETO (“Dealer”).

RECITALS

A. DIRECTV operates a multi-channel video and entertainment service (“DIRECTV Service”) through which consumers are able to receive video and audio programming, and other services distributed by DIRECTV via a direct broadcast satellite system and other specialized satellite receiving equipment (the “DIRECTV System”). B. Dealer distributes television programming and services to multi-unit commercial properties and other establishments via one or more satellite master antenna television distribution systems (each, a “SMATV System”). C. DIRECTV and Dealer desire to establish a business relationship whereby Dealer will promote and implement the delivery of DIRECTV SMATV Programming to SMATV Establishments and act as a commissioned sales representative of DIRECTV to solicit and take orders for DIRECTV SMATV Programming from SMATV Establishments.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises and covenants expressed herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I – DEFINITIONS

1.1 The following capitalized terms shall have the following definitions. Certain other capitalized terms shall have the meanings given them elsewhere in this Agreement. “Dealer Center” shall mean the DIRECTV Dealer Center located at https://dealercenter.brandmuscle.net. “Dealer Property” shall mean a SMATV Establishment: (i) whose initial order for DIRECTV SMATV Programming is first taken by Dealer and is transmitted to DIRECTV by Dealer, in accordance with the terms of this Agreement, (ii) which is not, then or at any time in the ninety (90) day period prior to the date Dealer takes such establishment’s order for DIRECTV SMATV Programming, a SMATV System subscriber to any programming services provided by DIRECTV, and (iii) for which DIRECTV confirms to Dealer that DIRECTV has activated a subscription for DIRECTV SMATV Programming. “Customer Information” includes, to the extent received, observed, collected, handled, stored, or accessed, in any way, in connection with this Agreement: DIRECTV’s, AT&T’s, or their affiliates’ customers’ names, addresses, and phone numbers, any such customer’s or its employee’s personal, health or financial information, authentication credentials, Internet activities, history, and/or patterns of use, information concerning accounts, network performance and usage information, web browsing and wireless application information, location information, any other information associated with a customer of DIRECTV’s, AT&T’s, or their affiliates’ or with persons in the household of a customer of DIRECTV, AT&T, or their affiliates, and any information available to DIRECTV, AT&T, their affiliates and/or the suppliers of DIRECTV, AT&T or their affiliates (for avoidance of doubt, including Dealer) by virtue of DIRECTV’s, AT&T’s, or their affiliates’ relationship with customers as a provider of mobile and non-mobile communications, Internet, data, video, audio, information or other services,

including the quantity, technical configuration, location, type, destination, and amount of use of communications or other services subscribed to, and information contained on the bills of DIRECTV, AT&T or their affiliates’ customers. “DIRECTV SMATV Programming” shall mean only those programming services described on the “SMATV Rate Card,” as amended from time to time by DIRECTV in its sole discretion. The current SMATV Rate Card is available for viewing by Dealer at the Dealer Center. “DIRECTV Equipment” shall mean the direct broadcast satellite receiving equipment, which is manufactured by a manufacturer, authorized by DIRECTV from time to time, in its sole discretion, and associated hardware necessary for installation and operation of a SMATV system at a SMATV Establishment. “DIRECTV SMATV System” shall mean a SMATV System that utilizes any DIRECTV Equipment for the receipt and distribution of DIRECTV SMATV Programming. “MATV System” shall mean an off-air broadcast receiving and distribution system. “Net Receipts” shall mean gross receipts received by DIRECTV from the sale of DIRECTV SMATV Programming to Dealer Properties during the Term (as defined herein), net of any discounts, refunds, credits, taxes or applicable governmental charges (other than income or franchise taxes) related to the sale or the order or use of such DIRECTV SMATV Programming. “SMATV Establishment” shall mean facilities comprised of multiple units or consisting of multiple television outlets approved by DIRECTV in its sole discretion which receive DIRECTV SMATV Programming from a common receiving dish and SMATV System and such DIRECTV SMATV Programming is provided as an amenity to guests, patients, residents or other qualifying individuals. SMATV Establishments consist of “Commercial SMATV Establishments,” which include hotels, motels, resorts, hospitals, nursing homes or other healthcare facilities, dormitories, recreation parks (such as a camp ground and RV park), prisons and such other types of facilities with temporary tenant occupancy approved by DIRECTV as Commercial SMATV Establishments. “SMATV Terms of Service” means the agreement governing DIRECTV’s relationship with SMATV Establishments in the forms made available by DIRECTV from time to time, as amended by DIRECTV from time to time in its sole discretion. “Subcontractor” or “subcontractor” means any person or entity (including an agent) supplying labor or materials to perform any or all of Dealer’s obligations under this Agreement as well as any person or entity that is providing any type data processing services including data manipulation, data storage, data retrieval, data disposal, or other data-related services that involve DIRECTV, AT&T or any AT&T customer’s data. The terms “Subcontractor” or “subcontractor” specifically includes any person or entity at any tier of subcontractors, and shall not be limited to those persons or entities with a direct relationship with Dealer. “Subscriber Information” shall mean that customer identification (including the actual contact person at the SMATV Establishment, their title, phone number, email address, and physical address), location, and billing information which DIRECTV requires, as indicated in the SMATV Terms of Service. “Subscriber Units” has the following different meanings depending on the type of SMATV Establishment: (i) for hotel and motel type of establishments, it means the total number of available rooms; (ii) for hospital and nursing home type of establishments, it means the total number of televisions in patient’s rooms on premises; and (iii) for dormitory, office building and all other types of Commercial SMATV Establishments, it means the total number of cable drops connected to the SMATV System.

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ARTICLE II – GENERAL RIGHTS AND OBLIGATIONS 2.1 Solicitation of DIRECTV SMATV Programming. (a) Grant of Right. DIRECTV hereby gives Dealer the non-exclusive right to, and Dealer, at its own cost, shall use its best reasonable efforts to (i) market DIRECTV SMATV Programming to SMATV Establishments and (ii) solicit and take orders for DIRECTV SMATV Programming from SMATV Establishments. Dealer understands that it shall not have any right, unless specifically provided by DIRECTV under separate written agreement, to: (i) solicit or take orders for DIRECTV SMATV Programming from any person or entity that is not a SMATV Establishment (including, without limitation, private, individual residential subscribers on a direct-to-home basis, commercial locations such as bars and nightclubs whether or not located in a SMATV Establishment, or any other commercial business establishments not specifically identified herein); (ii) use any person or entity other than its employees in soliciting or taking orders for DIRECTV SMATV Programming without the prior written consent of DIRECTV; or (iii) solicit or take any orders for programming or services provided by DIRECTV other than DIRECTV SMATV Programming. (b) Pricing and Terms. All orders for DIRECTV SMATV Programming shall be taken on the terms and conditions, including pricing, specified to Dealer in advance and in writing by DIRECTV. All pricing for Commercial SMATV Establishments shall be set forth on the SMATV Rate Card. The fee charged to the Dealer Properties for the DIRECTV SMATV Programming shall be listed separately on any invoice or bill from any other charges billed to the Dealer Property by Dealer, and such fee for the DIRECTV SMATV Programming shall be the amount charged by DIRECTV for such DIRECTV SMATV Programming. Dealer shall not charge any Dealer Property any additional fee for obtaining the DIRECTV SMATV Programming or any fee which is based upon such Dealer Property’s receipt of any DIRECTV Service, it being understood that the Commission (as defined in Section 2.2(c)) is the sole compensation that Dealer is to receive from DIRECTV or an Dealer Property for any DIRECTV Service. DIRECTV reserves the right to modify the contents of the DIRECTV SMATV Programming and pricing from time to time in its sole discretion, effective upon written notice to Dealer. 2.2 Commission and Payment Structure. The following sets forth all payments and commissions to be made to Dealer as full consideration for its fulfilling its obligations hereunder. (a) Prepaid Programming Commissions. In consideration of Dealer’s services in procuring activations of certain DIRECTV SMATV Programming and providing other services set forth herein for Dealer Property, DIRECTV shall pay Dealer one-time activation commissions in the form of prepaid programming commissions (“Prepaid Programming Commissions”), in the amounts and on the terms and conditions set forth in the Prepaid Programming Commission Schedule attached hereto as Schedule 2.2(a), and subject to the restrictions, chargeback terms and changes described in Sections 2.2(c), 2.2(d) and 2.2(e). The current SMATV Rate Card, additional programming and pricing information and compensation guides are available at the Dealer Center. (b) Continuing Service Fees. During the Term, DIRECTV will pay Dealer a continuing service fee (“Continuing Service Fee”) equal to the percentage of Net Receipts received by DIRECTV from the sale of certain DIRECTV SMATV Programming to each Dealer Property per month, as set forth on Schedule 2.2(b) attached hereto, subject to the restrictions, chargeback terms and changes described in Sections 2.2(c), 2.2(d) and 2.2(e). The Continuing Service Fee is based on the type of DIRECTV SMATV Programming services listed on the compensation guide, made available at the Dealer Center. (c) Commission Exclusion. As used herein, Prepaid Programming Commissions and Continuing Service Fees shall be referred to collectively as “Commission.” Notwithstanding anything to the contrary in this Agreement, DIRECTV shall not be obligated to pay, and Dealer shall not earn, or be entitled to receive, any Commission or payment of any other type from DIRECTV which is: (i) for orders, sales, renewals or continuations of DIRECTV SMATV Programming taken, made or received after the last day of the Term, regardless of the cause for termination; (ii) based on revenues, and any applicable taxes or fees of any type,

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received in connection with any programming other than DIRECTV SMATV Programming; (iii) for DIRECTV SMATV Programming orders which are not transmitted to DIRECTV in accordance with the requirements of this Agreement unless and until, and only for the periods after, such requirements are fully met; (iv) for any DIRECTV SMATV Programming order from an establishment that does not qualify as a SMATV Establishment, regardless of whether such order is accepted by DIRECTV; (v) for any DIRECTV SMATV Programming order that is not accepted for any reason by DIRECTV or (vi) for any DIRECTV SMATV Programming order, if Dealer provided in connection with the provision of such DIRECTV SMATV Programming, any DIRECTV Service through the SMATV System not set forth on the SMATV Rate Card. Dealer acknowledges and agrees that DIRECTV shall have the right to offset any money due to DIRECTV from Dealer for any reason (including, without limitation, because Dealer should not have been paid such Commission or to reimburse DIRECTV for any Commission previously paid to Dealer by DIRECTV on account of subscription fees paid by an Dealer Property that DIRECTV subsequently refunded or credited to such Dealer Property or Dealer, as the case may be) against any Commission or other money otherwise due to Dealer from DIRECTV. (d) Chargebacks. All Prepaid Programming Commissions are based upon a full uninterrupted purchase of the DIRECTV SMATV Programming by the Dealer Property, and are subject to chargeback if a Chargeback Event occurs within certain periods prescribed by DIRECTV (the “Chargeback Periods”), as set forth in Schedule 2.2(d) “Chargeback Event” shall be deemed to have occurred if, during the applicable Chargeback Period (i) a Dealer Property (whether initiated by the Dealer Property or DIRECTV) terminates, cancels or disconnects DIRECTV Service, (ii) the Dealer Property downgrades the DIRECTV SMATV Programming, or (iii) the Dealer Property fails to pay DIRECTV for the DIRECTV SMATV Programming for which Dealer was paid a Prepaid Programming Commission during the entire Chargeback Period. If a Chargeback Event occurs, DIRECTV may chargeback to Dealer all or a portion of the Prepaid Programming Commission in accordance with the chargeback rules, which may be amended from time to time by DIRECTV. (e) Changes. Dealer acknowledges that the market for multi-channel video and entertainment services is competitive and unpredictable and that DIRECTV may need to adapt its marketing cost structure to changing conditions from time to time. Accordingly, DIRECTV may change the Prepaid Programming Commissions, Continuing Service Fees, and any other compensation or commissions or the terms and conditions of chargebacks at any time, and from time to time, in its sole discretion; provided that DIRECTV shall give Dealer at least thirty (30) days prior notice of the effective date of any such change. (e) Payment of Commissions. The Commissions will be paid within sixty-five (65) days after the accounting month, as such accounting month is determined by DIRECTV, in which DIRECTV receives the Net Receipts. 2.3 Order Transmission. Immediately after Dealer takes an order for DIRECTV SMATV Programming from a SMATV Establishment, Dealer shall forward to DIRECTV, in accordance with written instructions provided by DIRECTV to Dealer, all Subscriber Information pertaining to that SMATV Establishment and provide notice that such SMATV Establishment’s DIRECTV Equipment is ready for activation. Only after receiving and accepting an order from Dealer shall DIRECTV establish a pending account for the SMATV Establishment and arrange for the necessary authorization messages. Any repeated failure to so provide such information shall be a material breach of this Agreement. If Dealer fails to provide such information, accurately and completely, with respect to any order, then DIRECTV may immediately suspend or terminate the DIRECTV Service and DIRECTV shall not be obligated to pay Dealer any Commission for such order, regardless of whether DIRECTV ultimately provides any DIRECTV SMATV Programming to the SMATV Establishment to which such order pertained and regardless of whether DIRECTV receives any payments as consideration for such DIRECTV SMATV Programming, unless and until DIRECTV receives such Subscriber Information and, then, only for periods of time following such receipt by DIRECTV. 2.4 Billing; Collection of Subscription Fees. After receiving an authorization request from Dealer as provided in Section 2.3 above, DIRECTV shall, upon approval of such request, establish a pending account for the

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SMATV Establishment, arrange for the necessary authorization messages to the SMATV Establishment upon activation, and be solely responsible for all billing/statement activities related to such SMATV Establishment for DIRECTV SMATV Programming. 2.5 Provision, Installation and Maintenance of Hardware; Disclaimer of Warranty. (a) Provision, Installation and Maintenance. Dealer shall, at its sole cost and expense: (i) sell, lease or rent the DIRECTV Equipment and/or other parts of the DIRECTV SMATV System, and, if requested, MATV Systems, to SMATV Establishments at commercially reasonable prices; (ii) offer to install and, if such offer is accepted, actually install at a commercially reasonable price and in a timely manner all DIRECTV Equipment and/or other parts of the DIRECTV SMATV System and any MATV System which Dealer sells, leases or rents to any Dealer Properties; (iii) offer to maintain and, if such offer is accepted, actually maintain at commercially reasonable prices, all DIRECTV Equipment and/or other parts of the DIRECTV SMATV System and MATV Systems that Dealer sells, leases or rents to any Dealer Properties; and (iv) provide, at a commercially reasonable price and in a manner satisfactory to DIRECTV, customer service to all Dealer Properties related to the lease, sale, installation and maintenance of the DIRECTV Equipment, DIRECTV SMATV System and MATV Systems. (b) Purchase of DIRECTV Equipment. DIRECTV, at its sole discretion, may from time to time offer buydown promotions to subsidize the purchase of DIRECTV Equipment by Dealer. Dealer will be notified of such promotions as they are made available by DIRECTV at the Dealer Center and Dealer’s purchase of such DIRECTV Equipment and participation in any buydown program shall be subject DIRECTV’s Policies and Procedures for the buydown program described at the Dealer Center, which may include chargeback rights. Subject to any buydown program and chargeback rights, any fees Dealer collects from Dealer Properties which are related to the purchase, lease or rental of DIRECTV Equipment itself or the installation or maintenance thereof, shall be the sole property of Dealer. (c) Compliance with Technical Specifications. In selling, installing and maintaining DIRECTV Equipment and/or other parts of the DIRECTV SMATV System, Dealer shall comply with all applicable DIRECTV Equipment manufacturers’ policies as set forth by such DIRECTV Equipment manufacturers. In selling, installing and maintaining each DIRECTV SMATV System, Dealer shall ensure that such DIRECTV SMATV System design and installation complies with DIRECTV’s technical specifications (the “Technical Specifications”) and guidelines which are set forth by DIRECTV from time to time for DIRECTV System Level 3 Commercial Installers. Any failure to comply with the Technical Specifications or such other specifications and guidelines described above, shall constitute a material breach of this Agreement. (d) Other Equipment. Dealer shall similarly be solely responsible for the acquisition and installation of all other equipment and services necessary to allow Dealer Properties to receive DIRECTV SMATV Programming. In addition, Dealer may be required by DIRECTV to provide occasional DIRECTV-related System service (i.e., receiver re-tuning due to channel position realignment, access card switch-outs, etc.). DIRECTV shall provide Dealer with reasonable notice of such service request and shall provide Dealer with a reasonable period of time to complete such service. Dealer may not charge the Dealer Property for such service. Any refusal by Dealer to perform such occasional DIRECTV-mandated service shall constitute a material breach of this Agreement. (e) DISCLAIMER. AFFILIATE UNDERSTANDS AND AGREES THAT DIRECTV HAS NO RESPONSIBILITY WHATSOEVER FOR THE DIRECTV EQUIPMENT AND THAT DIRECTV HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, IN CONNECTION WITH THE DIRECTV EQUIPMENT.

(f) Restrictions on DIRECTV SMATV System. Dealer may not construct or purchase any DIRECTV SMATV System or otherwise provide any video programming through any means which utilizes public easements, crosses public rights of way or similar land rights or in any way operate a video programming service which could subject Dealer or DIRECTV or any of their respective subsidiaries or affiliates, directly or indirectly,

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to any federal, state or local cable operator regulations. A violation of this Section 2.5(f) shall be a material breach of this Agreement.

2.6 DIRECTV SMATV Programming. As between Dealer and DIRECTV, DIRECTV shall have the sole right to edit, select, schedule, package and price all DIRECTV SMATV Programming and all other DIRECTV Services. Dealer agrees that all DIRECTV SMATV Programming (including any commercial insertion) shall be exhibited in its entirety, in original form, as provided by DIRECTV, without any modifications, additions or deletions. Commercial SMATV Properties shall only be provided the DIRECTV SMATV Programming listed on the SMATV Rate Card. Dealer’s failure to comply with this Section shall constitute a material breach of this Agreement by Dealer. 2.7 Policies and Procedures. Dealer shall comply with the standard policies and procedures DIRECTV may promulgate for its SMATV Establishment affiliate operators, including written notices, guidelines, and bulletins, as amended from time to time (collectively, the “DIRECTV Policies and Procedures”). As DIRECTV’s commissioned sales representative, Dealer hereby agrees that it will follow and abide by the DIRECTV Policies and Procedures related to taking subscription orders for and the promotion of DIRECTV SMATV Programming as specified from time to time by DIRECTV. The DIRECTV Policies and Procedures will specify, among other things, authorization procedures, receivables payment and security enforcement procedures and the responsibilities of Dealer related to taking subscription orders. Additionally, as a wholly owned subsidiary of AT&T, Inc., DIRECTV and its customers, operators, suppliers, affiliates and agents are bound by AT&T’s Dealer Information Security Requirements (“DISR”). Dealer shall comply with all applicable provisions of the DISR as contained in Schedule 2.7 of this Agreement. Dealer further agrees to comply with the terms and conditions of DISR, as may be changed from time-to-time by AT&T and/or DIRECTV in their sole discretion. Dealer shall cooperate fully with AT&T and DIRECTV, including by completing checklists or similar documentation, to ensure that Subscriber Information, AT&T and/or DIRECTV Derived Information, Software and/or computer systems Dealer develops, designs, supports and/or uses under this Agreement comply with the standards and requirements set forth in DISR. Dealer shall protect DIRECTV customer data by establishing, implementing and maintaining (i) a comprehensive written information security program reasonably designed to protect the security, confidentiality and integrity of DIRECTV customer data; and (ii) a written program for combating identity theft in connection with Dealer’s use of DIRECTV customer data, either as a component of its information security program or on a stand-alone basis. 2.8 DIRECTV Data And Derived Data (Big Data). As a wholly owned subsidiary of AT&T, Inc., DIRECTV and its operators, suppliers and agents are bound by AT&T’s policies regarding the collection, utilization, storage, handling of and disposal of confidential DIRECTV information, DIRECTV employee or DIRECTV customer information. Dealer shall comply with the following DIRECTV Data and Derived Data Policy.

(a) Definitions.

(i) “AT&T Data Assets” means data to which Dealer has access to in connection with this Agreement that is either from or regarding DIRECTV, AT&T, AT&T and/or DIRECTV customers or AT&T’s and/or DIRECTV’s network; provided, however, that the term “AT&T Data Assets” does not include any data that came to be in the possession or control of Dealer by a lawful manner outside the scope of this Agreement and independent of Dealer’s relationship with DIRECTV and/or AT&T, including customer data obtained by Dealer to provide services outside the scope of this Agreement, even if such data is otherwise identical to AT&T Data Assets and even if the source of such data was an AT&T or DIRECTV customer. Notwithstanding the forgoing, Dealer shall otherwise comply with the relevant provisions of this Agreement.

(ii) “AT&T Derived Information” means information that Dealer derives by processing

AT&T Data Assets, either alone or in combination with other data.

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(b) Rights and Obligations.

(i). AT&T Derived Information

(1) Prohibitions. Except as expressly permitted in or required by this Agreement, Dealer (which, for purposes of this clause, includes Dealer’s affiliates, agents, suppliers and contractors) is prohibited from the following:

(A) Processing, using or disclosing AT&T Data Assets, or

(B) Creating, processing, using or disclosing AT&T Derived Information.

(2) Notice. Dealer shall promptly notify DIRECTV if Dealer reasonably believes that any of the Prohibitions in this subsection may have been violated.

(3) Rights & Ownership. Except as expressly provided to the contrary in this Agreement, as between DIRECTV and Dealer, DIRECTV owns all rights in and to AT&T Data Assets and AT&T Derived Information. Dealer hereby assigns to DIRECTV all right, title and interest it may have in such AT&T Derived Information. Further, upon DIRECTV’s request, Dealer shall promptly provide all or any requested portion of such AT&T Derived Information and provide written certification within fifteen (15) business days to DIRECTV that such AT&T Derived Information has been returned. DIRECTV is not transferring or granting to Dealer any right, title, or interest in or to (or granting to Dealer any license or other permissions in or to) any or all AT&T Derived Information, including any right by Dealer to use the AT&T Derived Information.

(4) Destruction. Except as expressly prohibited by law, within ten (10) business days of the later of the expiration or termination of this Agreement or the completion of any requested termination assistance services, Dealer shall destroy any and all AT&T Data Assets or AT&T Derived Information including any copies remaining in Dealer’s possession or under Dealer’s control, and deliver to DIRECTV written certification of such destruction signed by an authorized representative of Dealer.

(c) AT&T Data Assets – Savings Clause. With regard to the types of data within the definition of AT&T Data Assets, this section is intended to supplement, but not to amend or alter, the other applicable provisions of this Agreement (e.g., provisions related to AT&T Information, Customer Information, DISR, Restricted Activities, etc.).

(d) Applicability. The provisions of this Section shall apply to all AT&T Data Assets and AT&T Derived Information, regardless of whether such data and information was first received, collected, or created by Dealer before, on, or after the Effective Date of this Agreement. Dealer agrees to comply with the terms and conditions of the DIRECTV Data and Derived Data Policy, as may be changed from time-to-time by DIRECTV and/or AT&T in their sole discretion and without requiring Dealer’s written consent. A breach by Dealer of any obligation set forth in this Section 2.8 shall constitute a material breach of this Agreement. 2.9 Exclusivity. Dealer hereby agrees that from the Effective Date until expiration or termination of the Term, Dealer shall not, directly or indirectly offer, sell or solicit sales of, take orders for, or provide or install equipment for, any television programming or other related services available for delivery and receipt at a SMATV Establishment, other than DIRECTV SMATV Programming; provided, however that this exclusivity requirement shall not apply to the sale by Dealer of programming that is not included on the applicable SMATV Rate Card, if any; provided, further, that Dealer agrees that in the event that such programming is included on the applicable SMATV Rate Card by DIRECTV, Dealer agrees that it shall use commercially reasonable efforts to convert said programming to the DIRECTV platform within one hundred twenty (120) days of said programming being included on the SMATV Rate Card. Dealer acknowledges and is aware that certain DIRECTV Equipment and related equipment necessary for the performance of the parties’ obligations hereunder is designed solely for use by commercial customers, and is not generally offered to the retail public. Dealer further agrees that from the Effective Date until expiration or termination of the Term, Dealer shall not, directly or indirectly, offer, sell or solicit sales of, take orders for or provide or install such non-retail equipment to retail or non-commercial

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purchasers or to other parties intending to sell such equipment to retail or non-commercial purchasers. A breach by Dealer of any obligation set forth in this Section 2.9 shall constitute a material breach of this Agreement. 2.10 Intellectual Property. (a) DIRECTV shall provide Dealer with a logo and trademark usage manual (“Usage Manual”) (which may be amended by DIRECTV from time to time in its discretion) that specifies the permitted uses of DIRECTV’s service marks, trademarks, and other commercial symbols (“Marks”). Dealer may use the Marks only in accordance with the provisions of this Agreement and the Usage Manual. Dealer shall not use any logo, trademark, service mark or trade name of any supplier of DIRECTV (including, without limitation, entities providing programming to DIRECTV) for any purpose except as expressly permitted by such supplier. Dealer shall not acquire any right to any goodwill, Mark, copyright, or other form of intellectual or commercial property of DIRECTV, except for the limited use rights expressly granted herein. (b) Dealer shall strictly comply with any and all written instructions from DIRECTV with respect to use of the DIRECTV Marks. (c) Dealer agrees to maintain separate brand identities for the Dealer trademarks and the DIRECTV Marks. (d) Dealer shall not use the DIRECTV Marks or name in any manner outside the scope of this Agreement without the prior written approval of DIRECTV. (e) Dealer admits the validity of each DIRECTV Mark and acknowledges that each DIRECTV Mark is a valuable asset of DIRECTV. Dealer agrees not to challenge the title or any rights of DIRECTV in and to any DIRECTV Marks, either during or after the Term. Dealer also agrees that any and all rights and goodwill that may arise by the use of the DIRECTV Marks by Dealer shall inure to the sole benefit of DIRECTV, and Dealer shall at no time assert any claim or acquire any rights therein. Dealer agrees to execute all papers reasonably requested by DIRECTV to effect further registration of, maintenance and renewal of the DIRECTV Marks. Dealer shall not use the DIRECTV Marks or any part thereof as part of its corporate name, logo or internet/website addresses (url, domain name, etc.), or use any names, logos, internet/website addresses (url, domain name, etc.) or marks confusingly similar to the DIRECTV Marks. (f) Dealer agrees that in using any DIRECTV Marks, it will not in any way represent that it has any right, title or interest in the DIRECTV Marks other than those expressly granted under this Agreement. Dealer further agrees not to register or attempt to register in any country any name or mark, in whole or in part, resembling or confusingly similar to any of the DIRECTV Marks (including registration of domain names, internet/website addresses, etc.). Dealer shall immediately abandon any such application or registration or, at DIRECTV’s sole discretion, assign it to DIRECTV. Dealer shall reimburse DIRECTV for all the costs and expenses incurred in any opposition, cancellation or related legal proceedings, including attorney’s fees, initiated by DIRECTV or its authorized representative, in connection with any such registration or application. (g) In addition to any other rights it may have, DIRECTV shall have the right to terminate this Agreement immediately upon written notice to Dealer for any material breach of this Section 2.9 by Dealer. 2.11 Customer Service. Dealer shall provide customer service to Dealer Properties regarding the DIRECTV Equipment and DIRECTV SMATV Programming. Dealer shall maintain a reporting mechanism or procedure so that Dealer Properties and SMATV Establishments may leave messages for service with Dealer 24 hours per day, 7 days per week. Dealer shall respond to all customer service requests promptly (and in any event shall contact any Dealer Property reporting a substantial problem or concern with their DIRECTV Equipment or any part of a DIRECTV SMATV System within 24 hours of such report). Dealer shall be primarily responsible for resolution of all such customer inquiries, provided, however, after a good faith effort to address such inquiries in a

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satisfactory manner, Dealer may forward to DIRECTV’s customer service organization any inquiries that Dealer is unable to resolve from Dealer Properties and SMATV Establishments regarding DIRECTV SMATV Programming. 2.12 Receipt of Programming. Dealer shall not resell, retransmit or rebroadcast any DIRECTV SMATV Programming or any other element of the DIRECTV Service except as specifically contemplated by this Agreement. Dealer shall only provide programming made available as part of the DIRECTV Service through a SMATV Rate Card, which for the avoidance of doubt, means that Dealer is prohibited from and may not, use a programming package, channel or service made available through DIRECTV’s other business channels (such as public viewing, private viewing, business viewing and residential direct-to-home) to provide programming through a SMATV System. Dealer shall ensure that (i) each Subscriber Unit located in an Dealer Property, but no other rooms, areas or units located at such Dealer Property, receives DIRECTV SMATV Programming; (ii) DIRECTV SMATV Programming is provided to the occupants or users of individual dwelling units or office units (as applicable) located in Dealer Properties as a convenience of occupancy or use and without additional charge; (iii) each Dealer Property is equipped with its own satellite receiving dish; (iv) no Dealer Property resells DIRECTV SMATV Programming; (v) no Dealer Property retransmits or rebroadcasts DIRECTV SMATV Programming or any other element of the DIRECTV Service, except as specifically contemplated by this Agreement; and (vi) no Dealer Property makes any modification, addition, or deletion to any of the DIRECTV SMATV Programming (including any commercial insertion). Dealer’s failure to comply with this Section shall constitute a material breach of this Agreement by Dealer. 2.13 Personnel, Training. Dealer shall allow only its employees (and not any independent contractors, sub-agents or other person on entity) to solicit, take or transmit any orders for DIRECTV SMATV Programming, absent DIRECTV’s prior written consent, which may be withheld in DIRECTV’s sole discretion. DIRECTV will provide training and training materials to Dealer’s training personnel, as needed. Dealer shall be responsible for the subsequent training of Dealer’s personnel to the satisfaction of DIRECTV. Any failure by Dealer to adequately train its personnel within thirty (30) days after notice thereof by DIRECTV shall be a material breach of this Agreement. (a) Offshore Work Prohibited. None of the obligations and services under this Agreement shall be performed or provided and no information related to this Agreement shall be collected, stored, handled or accessed by Dealer or its subcontractors at any location outside of the United States. Additionally, Dealer shall not allow any of the services under this Agreement to be performed or provided by a subcontractor unless Dealer approves such subcontractor pursuant to the Section 2.13(b) entitled “Work Done by Others.” (b) Work Done By Others. If any part of Dealer work is dependent upon work performed by others or subcontracted consistent with the terms herein, Dealer shall inspect and promptly report to DIRECTV any defect that renders such other work unsuitable for Dealer proper performance. Dealer silence shall constitute approval of such other work as fit, proper and suitable for Dealer’s performance of its services or provision of material. Any use of, including any changes to the use of, a subcontractor must be approved by DIRECTV in writing before commencement of the work. Dealer shall provide to DIRECTV, upon request, information about the subcontractor including the identity of, the location of, and a complete description of the activities to be performed by such subcontractor. Where a portion of the work is approved to be subcontracted, Dealer remains fully responsible for performance thereof and shall be responsible to DIRECTV for the acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual obligation or other liability of DIRECTV to any subcontractor or its employees. Dealer agrees to bind every subcontractor to terms consistent with the terms of this Agreement. The subcontractor approval process is outlined in Schedule 2.13(b) attached hereto (“Subcontractor Approval Process”), which may be amended by DIRECTV, in its sole discretion, from time to time upon thirty (30) days notice to Dealer.

ARTICLE III – TERM AND TERMINATION

3.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and

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continue until terminated by either party pursuant to the terms of this Article III, or until otherwise terminated pursuant to the provisions of this Agreement.

3.2 Mutual Termination Rights. Either party may terminate this Agreement, effective immediately (i) upon written notice to the other party following a material breach of this Agreement by the other party; (ii) upon the filing of a petition in bankruptcy or for reorganization by or against the other party for the benefit of its creditors, or the appointment of a receiver, trustee, liquidator or custodian for all or a substantial part of the other party’s property, if such order of appointment is not vacated within thirty (30) days; (iii) upon the assignment by the other party of this Agreement contrary to the terms hereof; or (iv) upon thirty (30) days written notice.

3.3 Termination by DIRECTV. DIRECTV may also, in its sole discretion, terminate this Agreement without liability (i) within thirty (30) days written notice after the end of any calendar quarter if, during such preceding calendar quarter, Dealer failed to solicit and transmit to DIRECTV at least two (2) new SMATV Establishment orders or at least two-hundred fifty (250) new Subscriber Units, in each case which are validly accepted and activated with DIRECTV SMATV Programming by DIRECTV, (ii) within thirty (30) days written notice after the end of any calendar year if, during such preceding calendar year, Dealer failed to solicit and transmit to DIRECTV at least eight (8) new SMATV Establishment orders or at least one thousand (1,000) new Subscriber Units, in each case which are validly accepted and activated with DIRECTV SMATV Programming by DIRECTV, or (iii) within thirty (30) days written notice if DIRECTV determines, in its sole discretion, that Dealer has violated or breached the terms of Section 5.10. 3.4 Obligations of the Parties Upon Termination. (a) Dealer’s Loss of Programming Relationship and Notification Obligations. Following termination of this Agreement, (i) Dealer shall no longer have any right to provide or be involved in the provision of the DIRECTV SMATV Programming nor bill or collect for any DIRECTV SMATV Programming, (ii) Dealer shall direct all SMATV Establishment and Dealer Property inquiries regarding the DIRECTV SMATV Programming to DIRECTV (or such other party as specified by DIRECTV), (iii) DIRECTV may notify the Dealer Properties that Dealer’s relationship with DIRECTV has terminated and direct all inquiries relating to DIRECTV SMATV Programming to DIRECTV (or such other party as specified by DIRECTV), and (iv) within ten (10) days of any request by DIRECTV, Dealer shall send written notices (if Dealer bills and collects any fees for DIRECTV SMATV Programming any such notice shall provide that the Dealer Property shall cease paying Dealer for such programming and start paying DIRECTV) to all Dealer Properties notifying them that Dealer’s relationship with DIRECTV has terminated and referring all inquiries relating to DIRECTV SMATV Programming to DIRECTV (or such other party as specified by DIRECTV). The form and substance of such notification shall be subject to DIRECTV’s prior written approval.

(b) DIRECTV’s and Dealer’s Obligations with Respect to Dealer Properties. Following the termination of this Agreement, (i) DIRECTV may, at its sole discretion, continue to deliver DIRECTV SMATV Programming to Dealer Properties (any such delivery shall be subject to DIRECTV’s then-existing requirements for the provision of programming, as DIRECTV determines in accordance with its sole and absolute discretion, and any other terms to be mutually agreed upon between the former Dealer Property and DIRECTV), (ii) if Dealer is collecting any fees for the DIRECTV SMATV Programming, at the election of DIRECTV, until DIRECTV can assume billing and collection activities, a receiver may be appointed by DIRECTV or a bank account may be established by DIRECTV, so that such funds go directly to such account and not to Dealer, (iii) DIRECTV or a substitute SMATV System affiliate may enter into a new agreement with the former Dealer Property for the continued delivery of DIRECTV SMATV Programming, (iv) if requested by DIRECTV, Dealer shall cooperate with DIRECTV to enable DIRECTV or a substitute SMATV System affiliate to perform and complete all installations and activations ordered by Dealer Properties prior to the termination of this Agreement according to the regular installation and activation schedule Dealer used during the Term, and (v) for a reasonable transition period, not to exceed the expiration of an Dealer Property’s SMATV Terms of Service, Dealer shall not impair the ability of any SMATV Establishments to continue to receive DIRECTV SMATV Programming nor shall Dealer

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impede in any manner whatsoever DIRECTV’s continued access (via the DIRECTV SMATV System) to deliver DIRECTV SMATV Programming to the former Dealer Property. The parties understand and agree that Dealer may have entered into separate service agreements or other agreements with an Dealer Property. Dealer’s right to service equipment, subject to this Section 3.4, shall be separate and distinct from the provision of DIRECTV SMATV Programming.

ARTICLE IV – REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 Dealer. Dealer hereby represents, warrants and covenants that it: (a) Shall promptly upon execution of this Agreement, obtain training and certification to

become a DIRECTV System Level 3 Commercial Installer (as specified and certified by DIRECTV), and shall, upon receipt of such certification, remain in good standing as such throughout the Term;

(b) Shall, throughout the Term, comply with and abide by (i) any and all applicable federal,

state and local laws, rules, regulations and ordinances; and (ii) upon notice thereof, any and all agreements and/or requirements as may be requested by providers of programming services, each as applicable to Dealer and its employees and agents in connection with the performance of its obligations pursuant to this Agreement;

(c) Shall, at its sole expense, provide and maintain all facilities, vehicles, tools and equipment

(“Dealer Equipment”) as may be necessary and proper for performing its obligations pursuant to this Agreement, and keep all Dealer Equipment in good working order and repair at all times;

(d) Shall, at its sole expense, obtain all permits and licenses which may be required under any

applicable federal, state or local law, rule, regulation or ordinance to perform its obligations pursuant to this Agreement;

(e) Shall pay and discharge all license fees and business, use, sales, gross receipts, income,

property or other taxes or assessments which may be charged or levied upon Dealer by reason of the performance of its obligations pursuant to this Agreement;

(f) Shall, at all times throughout the Term, present a professional business appearance and

attitude; (g) Shall not engage in any activity or business transaction which could be considered

unethical, as determined by DIRECTV in its sole discretion, or damaging to DIRECTV’s image, goodwill or business; and

(h) Shall maintain throughout the Term, at Dealer’s sole expense, adequate professional,

general and motor vehicle liability insurance policies, of levels and with companies satisfactory to DIRECTV in its sole discretion, and within ten (10) days following the execution of this Agreement, and thereafter upon request by DIRECTV, provide proof of such insurance (copies of policies or certificates) naming DIRECTV as an additional insured and providing no less than thirty (30) days advance written notice of cancellation or change in such policies. Dealer’s insurance requirements are contained in Schedule 4.1(h) to this Agreement. Dealer’s insurance obligations may be changed, modified or amended by DIRECTV, in its sole discretion, from time to time without Dealer’s consent.

4.2 DIRECTV. DIRECTV hereby represents, warrants and covenants that it shall: (a) Comply with any and all applicable federal, state and local laws, rules, regulations and

ordinances applicable to DIRECTV and its employees and agents relating to DIRECTV’s obligations pursuant to this Agreement; and

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(b) At its sole expense, obtain all permits and licenses which may be required under any applicable federal, state or local law, rule, regulation or ordinance to perform its obligations pursuant to this Agreement.

ARTICLE V – ADDITIONAL RIGHTS AND OBLIGATIONS

5.1 Proprietary Information. (a) Except as otherwise provided for in this Agreement, without the express written consent of a party (the “Providing Party”) (which may be granted or withheld in the Providing Party’s sole discretion), the other party (the “Receiving Party”) shall not use, other than as necessary to comply with the terms of this Agreement, and shall not provide or sell to any third party, any Providing Party Information, other than as set forth in Section 5.1(b) below. “Providing Party Information” shall mean any copies, in whatever form (paper, computer files etc.), of the Providing Party’s intellectual property, customer information or any other information obtained by the Receiving Party in connection with this Agreement or the actions contemplated hereby, whether provided by the Providing Party, or derived independently or otherwise, including, without limitation: (i) all customer lists and other information related to customers ordering any DIRECTV Services; (ii) all market information and studies and marketing information; and (iii) all information pertaining to purchasers, renters or lessees of DIRECTV Equipment from Dealer. Immediately upon the Providing Party’s written request (which request the Providing Party may make, as a specific or general request, in its sole discretion at any time up to one year after the last day of the Term), the Receiving Party shall provide to the Providing Party (or destroy if the Providing Party so requests) all requested Providing Party Information. Notwithstanding the foregoing, DIRECTV shall be entitled to use for any purpose and shall not be required to provide to Dealer or destroy any records or information pertaining to Dealer Properties. (b) In addition, the parties agree that, except as otherwise provided for in this Agreement, they and their employees have maintained and will maintain in confidence the terms and provisions of this Agreement, as well as all of the Providing Party Information of the other party and all of the written data, summaries, reports, other proprietary information, trade secrets and information of all kinds, acquired, devised or developed in any manner from the other party’s personnel or files or pursuant to this Agreement (the “Confidential Information”), and that they have not and will not reveal the same to any persons not employed by the other party except: (i) at the written direction of the other party; (ii) to the extent necessary to comply with the law or the valid order of a court of competent jurisdiction, in which event the disclosing party shall so notify the other party as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information, or in connection with any arbitration proceeding; (iii) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys, and such parent company, auditors and attorneys agree to be bound by the provisions of this Section 5.1; (iv) in order to enforce any of its rights pursuant to this Agreement; (v) in the case of DIRECTV, to current or potential investors, insurers, financing entities, or to any entity engaged in DIRECTV’s business; provided, however, that such person described above agrees to be bound by the provisions of this Section 5.1; (vii) if, prior to the time of disclosure, the Confidential Information is in the public domain or is otherwise validly known to the intended recipient; or (viii) after the Confidential Information becomes part of the public domain by written publication through no fault of the party revealing such Confidential Information. The parties further agree to maintain any oral information which would be Confidential Information if reduced to writing as confidential in accordance with standard industry practice (subject to the foregoing exceptions for Confidential Information). (c) Press Release. During the Term, neither party shall issue an independent press release with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other party. 5.2 Compliance with Law. Each party shall comply with all applicable governmental statutes, laws, rules, regulations, ordinances, codes, directives, and orders (whether federal, state municipal or otherwise) and each party is solely responsible for the compliance with all such laws arising out of or relating to its obligations under

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this Agreement. Furthermore, this Agreement is subject to changes necessary to comply with the laws, orders, consent decrees, or regulations of local, state, and federal regulatory agencies with jurisdiction over DIRECTV SMATV programming, products and services in any applicable area, market or territory or over Dealer’s activities. DIRECTV may take any action it determines is reasonably necessary to comply with these laws, orders, consent decrees, and regulations. Dealer shall comply with all applicable laws, orders, consent decrees, rules and regulations of all judicial and/or local, state, and federal regulatory agencies and will not take any action inconsistent with DIRECTV’s efforts, and must cooperate with DIRECTV before any regulatory authorities.

(a) Dealer shall comply with all laws attendant upon Dealer’s performance under this Agreement and DIRECTV’s or its customers’ utilization of the materials and/or services. Dealer shall procure all approvals, bonds, certificates, insurance, inspections, licenses, and permits that such laws require for the performance of this Agreement. Dealer shall create and maintain any necessary records, provide any certificate, affidavit or other information or documentation requested or as otherwise required by DIRECTV: (a) to show compliance by Dealer and its employees, agents, contractors and subcontractors with laws; (b) necessary for DIRECTV to comply or otherwise establish DIRECTV’s compliance with laws; or (c) to allow DIRECTV to timely respond to any complaints, filings, or other proceedings.

(b) Without limiting the generality of the foregoing provision, Dealer and each of its agents,

contractors and subcontractors shall comply with all local, state, and federal laws, all applicable tariffs, and all applicable rules and orders of judicial and regulatory bodies regulating the conduct of the Services to be provided under this Agreement, including, but not limited to (i) all laws, tariffs, rules and orders relating to the monitoring of employees’ telephone calls with customers, and (ii) all laws, tariffs, rules and orders relating to telemarketing and caller ID (collectively referred to as “Telemarketing Rules”) including the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Protection Act, California Public Utilities Code section 2893, California Business & Professions Code section 17590 et seq., and all similar laws of the state or states in which the Dealer and its agents, contractors and subcontractors are located and/or to which they are placing telephone calls. If ever any such laws, tariffs, rules, and orders should purport to regulate the conduct of DIRECTV when DIRECTV performs such services on its own behalf, but not purport to regulate the conduct of Dealer as an independent contractor providing such services, Dealer shall nevertheless comply with such laws, tariffs, rules, and orders as though it were subject to the same obligations as DIRECTV.

(c) Dealer shall indemnify, hold harmless and defend DIRECTV from and against any and all

loss, cost, damage or liability, including but not limited to reasonable attorney’s fees and costs, arising from or in connection with any failure of Dealer or any of its agents, contractors or Subcontractors to so comply with any applicable law, tariff, rule or order. Dealer shall notify DIRECTV of any lawsuit or any complaint, including any inquiry of any federal or state government agency, alleging any violation of or non-compliance with any law, tariff, rule or order including, but not limited to, the Telemarketing Rules. Any failure by Dealer or any of its agents, contractors or Subcontractors to comply with any law, tariff, rule or order shall constitute a material breach of this Agreement and grounds for immediate termination this Agreement by DIRECTV. 5.3 Power and Authority; No Breach. Each of the parties represents and warrants that it has full power and authority to enter into the Agreement and perform its obligations hereunder and that its execution of the Agreement and performance of its obligations hereunder does not and will not violate any law or result in a breach of or default under the terms of any contract or agreement by which such party is bound. 5.4 Indemnification. Each party shall indemnify the other, its affiliates and their respective employees, officers and directors from and against any and all claims, damages, costs, expenses and other liabilities (including attorneys’ fees and other costs of investigation and defense) (collectively, “Claims”) caused by or arising out of, directly or indirectly, a breach, or alleged breach, of the indemnifying party’s obligations under this Agreement or negligence in the performance thereof. In addition, Dealer shall indemnify DIRECTV, its affiliates and each of their respective employees, officers and directors from and against any and all Claims arising out of Dealer’s installation and/or maintenance of the DIRECTV Equipment or any other equipment utilized in connection with the

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provision of services to Dealer Properties. Notwithstanding anything to the contrary contained herein, Dealer expressly waives any right to indemnification arising primarily out of (i) the content of any programming (including without limitation claims relating to trademark, copyright, music, performance and other proprietary interests), or (ii) the construction, use and/or operation of DIRECTV’s satellite(s) and related systems. Dealer also agrees to indemnify, hold harmless and defend DIRECTV, its parent, affiliates and their agents and employees in the event that any federal, state or local governmental agency or any of Dealer’s current or former applicants, agents, employees or subcontractors, or agents or employees of Dealer’s subcontractors assert claims arising out of the employment relationship with Dealer, or otherwise with respect to performance under this Agreement, including but not limited to claims, charges and actions arising under Title VII of the Civil Rights Act of 1964, as amended, The Equal Pay Act, the Age Discrimination in Employment Act, as amended, The Rehabilitation Act, the Americans with Disabilities Act, as amended, the Fair Labor Standards Act, the Family and Medical Leave Act, Workers’ Compensation laws, the National Labor Relations Act and any other applicable federal, state or local Laws. Dealer’s duties to indemnify, hold harmless and defend DIRECTV under this section include, but are not limited to, any liability, cause of action, lawsuit, penalty, claim or demand, administrative proceeding in which DIRECTV or its parent or affiliates is named as or alleged to be an “employer” or “joint employer” with the Dealer. 5.5 No Unauthorized Warranties or Representations. Dealer shall not make any warranty or representation inconsistent with or in addition to any warranty or representation stated in writing by DIRECTV. If Dealer makes any such inconsistent or additional warranty or representation, Dealer shall, at its own expense, indemnify, defend and hold DIRECTV harmless from any claim relating thereto. 5.6 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY OR ANY THIRD PARTY, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF THE FORM, LEGAL THEORY OR BASIS OF RECOVERY OF ANY SUCH CLAIM. 5.7 Rights of Transfer/Assignment. Dealer shall not transfer or assign any of its rights or obligations under this Agreement without the prior written consent of DIRECTV, which consent may not be unreasonably withheld by DIRECTV. Subject to the foregoing, this Agreement shall be binding on and shall inure to the benefit of the permitted successors and assigns of the parties. 5.8 Taxes. Any taxes (including, without limitation, any property, employee, service, franchise, customs, import/export duties, excise and any other related taxes) asserted against Dealer or DIRECTV by any local, state, national or international entity as a result of or arising under the performance of its obligations under this Agreement shall be the responsibility of the party against which such taxes are asserted. Each party shall be responsible for any taxes related to its income hereunder. 5.9 Arbitration. Any dispute or claim arising out of the interpretation, performance, or breach of the Agreement, including without limitation claims alleging fraud in the inducement, shall be resolved only by binding arbitration, at the request of either party, in accordance with the rules of JAMS, modified as herein provided. The arbitrators shall be, to the fullest extent available, either retired judges or selected from a panel of persons trained and expert in the subject area of the asserted claims. If the claim seeks damages of less than $250,000, one arbitrator shall decide it. In all other cases, unless otherwise agreed to by the parties, each party shall select one arbitrator, who shall jointly select the third arbitrator. If for any reason a third arbitrator is not selected within one month after the claim is first made, the third arbitrator shall be selected in accordance with the rules of JAMS. The arbitrators shall apply California substantive law to the proceeding, except to the extent Federal substantive law would apply to any claim. The arbitration shall be conducted in Los Angeles, California. An award may be entered against a party who fails to appear at a duly noticed hearing. The arbitrators shall prepare in writing and provide to the parties an award including factual findings and the reasons on which their decision is based. The arbitrators

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shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error. The parties agree and acknowledge that no class arbitration shall be permissible hereunder. The decision of the arbitrators may be entered and enforced as a final judgment in any court of competent jurisdiction. The parties shall share equally the arbitrator’s fees and other costs of the arbitration. Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only by the Los Angeles County, California Superior Court or the U.S. District Court for the Central District of California: (i) any dispute, controversy, or claim relating to or contesting the validity of DIRECTV’s right to offer the DIRECTV Service to the public or any of DIRECTV’s trade secrets or DIRECTV Marks, (ii) any dispute involving a violation of the Communications Act of 1934, 47 U.S.C. §§ 605, the Digital Millennium Copyright Act, 17 U.S.C. § 1201, the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, or any other statement or law governing theft of service; and (iii) the request by either party for preliminary or permanent injunctive relief, whether prohibitive or mandatory, or provisional relief such as writs of attachments or possession. Any arbitration conducted hereunder shall be governed by the United States Arbitration Act (9 U.S.C. Section 1, et seq.). The parties acknowledge that the transactions contemplated by this Agreement involve commerce, as defined in said Act. This Section shall survive the termination or expiration of this Agreement.

5.10 Independent Contractor, No Agents; Relationship; No-Third Party Beneficiaries. Dealer is an independent contractor authorized during the term hereof to market, advertise and promote the DIRECTV Service and to solicit Orders for DIRECTV Programming Packages as a commissioned commercial dealer. Dealer is not a partner, franchisee, or employee of DIRECTV for any purpose whatsoever. Dealer hereby represents and warrants to DIRECTV that: 1. Dealer is engaged in an independent business and, except as specifically provided herein, shall perform all obligations under this Agreement as an independent contractor and not as the agent or an employee of DIRECTV; 2. Dealer personnel performing services shall be considered solely the employees of Dealer and not employees of DIRECTV; 3. Dealer has and retains the right to exercise full control of and supervision over the performance its services and full control over the employment, direction, assignment, compensation, and discharge of all personnel performing such services; 4. Dealer is solely responsible for all matters relating to compensation and benefits for all of Dealer personnel who perform services. This responsibility includes (i) timely payment of compensation and benefits, including, but not limited to, overtime pay, medical, dental, and any other benefit, and (ii) all matters relating to compliance with all employer obligations to withhold employee taxes, pay employee and employer taxes, and file payroll tax returns and information returns under local, state and federal income tax laws, unemployment compensation insurance and state disability insurance tax laws, social security and Medicare tax laws, and all other payroll tax laws or similar laws with respect to all Dealer personnel providing services; 5. Dealer shall indemnify, hold harmless and defend DIRECTV from all losses related to Dealer failure to comply with the immediately preceding paragraph in accordance with the Section entitled “Indemnification.” Dealer shall comply with the requirements of Schedule 5.10 entitled “Background Checks”.

a. Dealer shall ensure that all individuals who provide services pursuant to this Agreement execute an “Agreement Regarding Non-Employment Status with DIRECTV” in the form attached hereto as Schedule 5.10(a), and shall deliver any such executed copy to DIRECTV upon request.

b. Dealer shall maintain copies of the “Agreement Regarding Non-Employment Status with DIRECTV” for each current Dealer employee performing services for DIRECTV for a minimum of one (1) year after termination of employment or engagement with Dealer or reassignment by Dealer to another job unrelated to Dealer’s provisioning of services to DIRECTV, and shall keep these records at Dealer’s principal place of business. Once per calendar year DIRECTV may, during regular business hours (9 a.m. to 5 p.m.), review such records to verify Dealer’s compliance with this section, provided, however, such review may occur more than once per year following if either: (1) a previous finding of noncompliance by Dealer in the previous 18 months; or (2) upon information or good faith belief that noncompliance by Dealer is presently occurring. All reasonable out-of-pocket costs and expenses incurred by DIRECTV in connection with a DIRECTV audit under this section shall be paid by DIRECTV. Dealer shall be solely responsible for all costs and expenses incurred by Dealer in connection with its obligations under this section. If after an audit DIRECTV determines, in its sole discretion, that Dealer has not complied with its obligations under this section, then DIRECTV may consider Dealer’s noncompliance as an incurable material breach and exercise its termination rights under Sections 3.2 or 3.3 of the Agreement. (Form as of 05/1/2017) 81401v1

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c. The provisions of this Agreement are for the benefit only of the Parties hereto, and no third party may seek to enforce, or benefit from, these provisions. This Section 5.10 shall survive the termination or expiration of this Agreement. 5.11 Applicable Law; Entire Agreement; Modification. This Agreement shall be construed in accordance with and be governed by the laws of the State of California, applicable to contracts made and to be performed entirely within the State of California, by residents of the State of California. This Agreement (together with all Exhibits hereto) constitutes the entire agreement between the parties, and supersedes all previous understandings, commitments or representations concerning the subject matter. Each party acknowledges that the other party has not made any representations other than those that are contained herein. Except as noted herein, this Agreement may not be amended or modified, and none of its provisions may be waived, except by a writing signed by an authorized officer of the party against whom the amendment, modification or waiver is sought to be enforced. Dealer acknowledges that policies promulgated by DIRECTV, the changes to DIRECTV’s Security Program and Identity Theft polices (including DISR), the changes to the DIRECTV Data And Derived Data (Big Data) policy, the changes to DIRECTV programing and programming pricing, the changes DIRECTV’s commission and payment structure, the changes to DIRECTV’s order procedures, and any other changes as permitted herein, do not constitute amendments, modifications or waivers requiring Dealer’s written consent. 5.12 Notices. Any notice or other written communication required or permitted to be given by the Agreement shall be deemed given (a) when personally delivered or delivered by Federal Express; (b) when telecopied (with confirmation of delivery); (c) when electronically delivered (e.g., e-mails, communication through dealer website, internet, etc.) (with confirmation of proper transmission to the recipient or the communication was read/received/accessed by the recipient, whichever is earlier); or (d) three (3) business days after it has been sent by United States first-class, certified or registered mail, postage prepaid, properly addressed to the addresses set forth below the signatures herein. Each party shall provide a minimum of ten (10) days advance written notice to the other in the event of any address or telephone change. Until notice in accordance with this Section 5.12 is given to the contrary, the addresses, phone numbers and facsimile number for purposes of giving notice are as follows: Dealer: Refer to the information set forth on the execution page of this Agreement. DIRECTV: DIRECTV, LLC 2260 East Imperial Highway El Segundo CA 90245 Attention: Sales Support/MS R8 N363 5.13 Severability. Nothing contained in this Agreement shall be construed to require commission of any act contrary to law and, whenever there is any conflict between any provision of this Agreement and any law, such law shall prevail; provided, however, that in such event, the affected provisions of this Agreement shall be modified to the minimum extent necessary to permit compliance with such law and all other provisions shall continue in full force and effect. 5.14 Audit Rights. DIRECTV and/or its representatives shall have the right, exercisable no more than once per year (and once following termination of the Term), at its sole cost and expense (unless a discrepancy of five percent (5% ) or more is revealed, in which case Dealer shall bear all such costs and expenses), to audit Dealer’s books and other records relating to Dealer’s obligations under this Agreement and shall have reasonable access to Dealer’s personnel, but only upon reasonable notice and during regular business hours at Dealer’s place of business and without unreasonable disruption to Dealer’s business. 5.15 Force Majeure. Notwithstanding any other provision in this Agreement, neither Dealer nor DIRECTV shall have any liability to the other or any other person or entity with respect to any failure of Dealer or DIRECTV to perform its obligations under the terms of this Agreement if such failure is due to a Force Majeure. “Force Majeure” shall mean any labor dispute; fire; flood; earthquake; riot; legal enactment; government

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regulation; Act of God; any problem associated with the construction, use and/or operation of DIRECTV’s satellite(s) or related systems; any problem associated with any scrambling/descrambling equipment or any other equipment owned or maintained by others; or any cause beyond the reasonable control of both parties. 5.16 Affordable Care Act Requirement. For purposes of the Affordable Care Act (ACA), and in particular for purposes of Section 4980H of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, with respect to each individual provided by Dealer to work on DIRECTV (and/or AT&T) project(s) for at least thirty (30) hours per week for at least ninety (90) days, whether consecutive or not, Dealer represents and warrants that it or one of its subcontractors is the common law employer of such individual and shall be responsible for either providing healthcare coverage as required by the ACA (to the extent applicable) or for paying any Section 4980H assessable payments that may be required for failure to provide to such individual: (a) health care coverage, or (b) affordable healthcare coverage, Dealer is required to maintain for a period of ten (10) years information to show compliance with the ACA notwithstanding any other provision in this Agreement to the contrary. Alternatively, Dealer represents and warrants that there are no individuals provided by Dealer to work on DIRECTV (and/or AT&T) project(s) for at least thirty (30) hours per week for at least ninety (90) days, regardless of whether consecutive.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this DIRECTV SMATV Dealer Agreement to be executed as of the Effective Date. DIRECTV, LLC By:___________________________________

Name: Title:

Date:__________________________________ __________________________________________ Dealer Legal Name __________________________________________ DBA(if different) Address: Phone: Fax:_______________________________________ Email Address: Federal Tax ID Number:_______________________ Social Security Number (If Sole Proprietorship):________________________ Check One:

Sole Proprietor Partnership Corporation Limited Liability Company

ACCEPTED AND AGREED: By: (Owner’s/President’s signature) Name: Title: Date:

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SCHEDULE 2.2 (a) PREPAID PROGRAMMING COMMISSIONS SCHEDULE

DIRECTV shall pay DEALER the Prepaid Programming Commissions per activation of certain DIRECTV SMATV Programming, at the rates and upon the terms and conditions set forth in the Dealer Compensation Guide made available at the Dealer Center. The terms and conditions set forth in the Dealer Compensation Guide relating to Prepaid Programming Commissions are hereby incorporated into this Agreement by this specific reference. In addition, payment of such Prepaid Programming Commission is subject to the restrictions, chargeback terms and changes described in Sections 2.2(c), 2.2(d) and 2.2(e) in the Agreement.

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SCHEDULE 2.2 (b) CONTINUING SERVICES FEES SCHEDULE

DIRECTV shall pay to Dealer Continuing Service Fees on the terms and conditions in the Agreement and as set forth in the Dealer Compensation Guide made available at the Dealer Center. The terms and conditions set forth in the Dealer Compensation Guide relating to Continuing Service Fees are hereby incorporated into this Agreement by this specific reference.

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SCHEDULE 2.2 (d) CHARGEBACK SCHEDULE

The chargeback rules for Commissions are applied as set forth in the Dealer Compensation Guide. The terms and conditions set forth in the Dealer Compensation Guide relating to chargebacks are hereby incorporated into this Agreement by this specific reference.

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SCHEDULE 2.13(b) SUBCONTRACTOR APPROVAL PROCESS

(To be determined)

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SCHEDULE 2.7 DEALER INFORMATION SECURITY REQUIREMENTS

(v6.2, January 2017) The following AT&T Dealer Information Security Requirements (“Security Requirements”) apply to Dealer (as previously defined) when performing any action, activity or work under the Agreement where any of the following occur (hereinafter referred to as “In-Scope Work”):

1. The collection, storage, handling, backup, disposal, and/or access to In-Scope Information (as defined below);

2. Providing or supporting AT&T branded applications and/or services using non-AT&T Information Resources (as defined below);

3. Connectivity to AT&T’s Nonpublic Information Resources (as defined below);

4. The development or customization of any software for AT&T; or

5. Website hosting and development for AT&T and/or AT&T’s customers.

The Security Requirements are not intended to apply to products or applications acquired from the Dealer by AT&T for use by AT&T. Definitions: Unless otherwise set forth or expanded herein, defined terms shall have the same meaning as set forth in the main body of the Agreement. “Information Resource(s)” means systems, applications, websites, networks, network elements, and other computing and information storage devices, along with the underlying technologies and delivery methods (e.g., social networks, mobile technologies, cloud services, call and voice recording, Application Program Interfaces (APIs)), used in conjunction with supporting AT&T and/or used by Dealer in fulfillment of its obligations under the Agreement. “In-Scope Information” means confidential data, including, Sensitive Personal Information (SPI) (as defined below), proprietary data and/or trade secret data of AT&T, including data of others that AT&T is obligated to protect, if any. In addition to the SPI data elements listed in the Table of AT&T SPI Data Elements found at the end of this appendix, examples of In-Scope Information include general AT&T internal operational information, network architecture and/or engineering information, Customer Proprietary Network Information (CPNI), software source code for software developed or customized for AT&T, information security incident reports, nonpublic marketing and financial information, and AT&T end user customer contact lists. “Mobile and Portable Devices” means mobile and/or portable computers, devices, media and systems capable of being easily carried, moved, transported or conveyed that are used in connection with the Agreement. Examples of such devices include laptop computers, tablets, USB hard drives, USB memory sticks, Personal Digital Assistants (PDAs), and wireless phones, such as smartphones. “Multi-Factor Authentication” (also known as Two-Factor Authentication and Strong Authentication) means the use of at least two of the following three types of authentication factors:

• A physical or logical credential the user has, such as an electronically readable badge, a token card or a digital certificate;

• A knowledge-based credential, such as a password or PIN; and • A biometric credential, such as a fingerprint or retina image.

“Nonpublic Information Resources” means those Information Resources used in connection with the Agreement to which access is restricted and requires proper authentication and authorization. “Sensitive Personal Information” or “SPI” means the data elements listed in the “Table of AT&T SPI Data (Form as of 05/1/2017) 81401v1 23

Elements” located at the end of this appendix. All SPI Data Elements are considered In-Scope Information. “Security Gateway” means a set of control mechanisms between two or more networks having different trust levels which filter and log traffic passing, or attempting to pass, between networks, and the associated administrative and management servers. Examples of Security Gateways include firewalls, firewall management servers, hop boxes, session border controllers, proxy servers, and intrusion prevention devices. “Strong Encryption” means the use of encryption technologies with minimum key lengths of 128-bits for symmetric encryption and 1024-bits for asymmetric encryption whose strength provides reasonable assurance that it will protect the encrypted information from unauthorized access and is adequate to protect the confidentiality and privacy of the encrypted information, and which incorporates a documented policy for the management of the encryption keys and associated processes adequate to protect the confidentiality and privacy of the keys and passwords used as inputs to the encryption algorithm. “Dealer Entity” or “Dealer Entities” means Dealer, its affiliates and subcontractors.

In accordance with the foregoing, Dealer shall:

System Security

1. At least monthly, ensure all software (including operating systems, plug-ins, and applications) is patched for any newly identified security vulnerabilities.

2. Ensure that security settings of host operating systems cannot be changed by unauthorized users.

3. Host operating systems must be hardened to reduce available ways of attack. Hardening typically includes use of host based firewalls, changing default passwords, removing unnecessary software, unnecessary UserIDs, usernames or logins, and the disabling or removing unnecessary services. This hardening of the system’s security configurations, operating system software, firmware and applications are to prevent exploits that attack flaws in the underlying code.

4. Limit authorized system administrators (also known as root, privileged, or super user) access to operating systems intended for use by multiple users only to individuals requiring such high-level access in the performance of their jobs. All usage of system administrator access must ensure that individual accountability is maintained. All privileged activities must be enforced with appropriate segregation of duties.

5. Enforce the rule of least privilege by restricting access of users to only the Information and applications needed for them to perform business functions. Additionally, AT&T data and applications must only be used for work authorized in the agreement.

Network Security

6. Use Strong Encryption for the transfer of In-Scope Information.

Information Security

7. Limit access to In-Scope Information only to authorized users or systems on a need to know basis, and for the performance of In-Scope Work.

Identification and Authentication

8. For access to In-Scope Information and for host devices that support it, assign unique credentials (eg. UserIDs, passwords) to authorized individual users, assign individual ownership to system service accounts, and ensure that system service accounts are not shared by administrators.

9. Limit failed login attempts by no more than six (6) consecutive failed login attempts by locking the user account. Access to the user account can be reactivated through the use of a manual process requiring verification of the user’s identity or, where such capability exists, can be automatically reactivated after at least three (3) minutes from the last failed login attempt.

10. Terminate interactive sessions on a user’s workstation, or activate a secure, locking screensaver requiring (Form as of 05/1/2017) 81401v1 24

authentication, after a period of inactivity not to exceed fifteen (15) minutes. On all other Information Resources terminate inactive sessions not to exceed thirty (30) minutes.

11. a. Use an authentication method based on the sensitivity of In-Scope Information. Whenever authentication credentials are stored, Dealer shall use Strong Encryption and/or one-way hashing based upon strong cryptography.

b. Passwords must be complex and meet the following password construction requirements:

• Be a minimum of eight (8) characters in length. • Include characters from at least two (2) of these groupings: alpha, numeric, and special characters. • Not be the same as the UserID with which they are associated. • Not contain repeating or sequential characters or numbers.

c. PINs must meet the following:

• Be a minimum of four (4) numbers; and • Not contain repeating or sequential numbers.

d. Require password and PIN expiration at regular intervals not to exceed ninety (90) calendar days.

12. When providing users with a new or reset password, or other authentication credentials, use a secure method to provide this information, and require reset at first login whenever a temporary credential is used.

Software and Data Integrity

13. Have current antivirus software installed and running to scan for and promptly remove or quarantine viruses and other malware.

Reporting Violations

14. Maintain a documented procedure to be followed in the event of a suspected attack upon, intrusion upon, unauthorized access to, loss of, or other security breach involving In-Scope Information in which Dealer shall:

a. Promptly investigate and make a determination if such an attack has occurred; and

b. In the event that a successful attack has occurred involving In-Scope Information or it is impossible to determine whether the attack was successful then Dealer shall promptly notify AT&T by contacting:

i. Asset Protection by telephone at 1-800-807-4205 from within the US and at 1-908-658-0380 from elsewhere; and

ii. Dealer’s contact within AT&T for service-related issues.

15. After notifying AT&T whenever there is a successful attack upon, intrusion upon, unauthorized access to, loss of, or other breach of In-Scope Information, provide AT&T with regular status updates, including, actions taken to resolve such incident, at mutually agreed intervals or times for the duration of the incident and, within seven (7) calendar days of the closure of the incident, provide AT&T with a written report describing the incident, actions taken by the Dealer during its response and Dealer’s plans for future actions to prevent a similar incident from occurring.

Mobile and Portable Devices

16. Use Strong Encryption to protect all In-Scope Information stored on Mobile and Portable Devices.

17. Use Strong Encryption to protect all In-Scope Information transmitted using or remotely accessed by network aware Mobile and Portable Devices.

18. Maintain documented policies, standards and procedures for Mobile and Portable Devices used to access and/or store In-Scope Information that include the following requirements:

a. All users must be authorized for such access and their identity authenticated;

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b. Mobile and Portable devices must be physically secured and/or in the physical possession of authorized

individuals;

c. Where technically feasible, use a remote wipe capability on such devices to promptly and securely delete In-Scope Information, when such devices are not in the physical possession of authorized individuals nor otherwise physically secured; and

d. Jailbroken or rooted smartphones cannot be used to perform In-Scope Work.

19. Implement and maintain a documented policy that prohibits the use of any:

a. Dealer -issued Mobile and Portable Devices to access and/or store In-Scope Information unless the device is administered and/or managed by Dealer; and

b. Non- Dealer issued Mobile and Portable Devices to access and/or store In-Scope Information, as in cases where Dealer has a “Bring Your Own Devices” (BYOD) program, unless adequately segregated and protected such as by an Dealer administered and/or managed secure container-based solution.

Security Gateways

20. For access to Security Gateways ensure that user authorization levels to administer and manage Security Gateways are appropriate, and that all rule sets either explicitly or implicitly “DENY ALL” inbound access except where there is a business need, and then with strong authentication. For access to In-Scope Information and for host devices that support it, assign unique credentials (eg. UserIDs, passwords) to authorized individual users, assign individual ownership to system service accounts, and ensure that system service accounts are not shared by administrators.

Wireless Networking

21. Use strong encryption when transmitting AT&T In Scope Information over WIFI. Bluetooth should not be used to transmit AT&T In Scope Information unless the data is encrypted separately before transmission.

22. Use strong passwords, and WPA2 to protect all In-Scope Information accessed or transmitted over a wireless network.

Dealer Entity Compliance

23. Dealer shall:

Ensure all Dealer Entities performing In-Scope Work are aware of, and in compliance with, these Security Requirements. Dealer shall contractually obligate, or cause (as the case may be) its Subcontractors that perform any In-Scope work to comply with these Security Requirements, or in any event, requirements that are no less stringent. Upon AT&T’s request, Dealer will provide documentation and/or evidence to substantiate such compliance to AT&T’s satisfaction.

Protection of AT&T’s SPI

24. Use Strong Encryption to protect AT&T’s SPI when transmitted over any network.

25. Use Strong Encryption to protect AT&T’s SPI when stored.

Table of AT&T SPI Data Elements

Data elements in the following tables are classified as AT&T Proprietary (Sensitive Personal Information) and must be treated as such when used in their entirety, unless:

a. Explicitly stated in the following tables.

— or —

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b. It relates to an individual's own information kept for their own purposes (This type of personal data

should not be stored on AT&T assets or premises). The following are true for all data formats including scanned images, PDFs, JPGs. The following “Privacy” data elements have been classified as AT&T Proprietary (Sensitive Personal Information) when they apply to an employee, contractor, customer or dealer, except where explicitly stated otherwise.

Individual Identification

Data Element Description

Driver’s License Number

Taxpayer Identification Number

U.S. Social Security Number (SSN) Nationally-Issued Identification Number Includes visa and/or passport values. Excludes any

such numbers that are issued on the understanding that they must be a matter of public record, e.g., U.S. FCC Radio License.

State or Province-Issued Identification Number

Financial Data

Data Element Description

Payment Card Number Primary Account Number (PAN) for all types of payment card (corporate, personal, etc.)

Payment Card Security Data The security data used in association with a payment card (corporate, personal, etc.) in order to confirm legitimate use. Includes for example Personal Identification Numbers (PINs) used with payment cards but excludes PINs used to authenticate access to AT&T systems.

Bank Account Number Includes all types of bank accounts (savings, checking, etc.) both personal and business in an individual's name. Excludes bank routing number.

Computer Identification and Authentication

Data Element Description

Customer Authentication Credentials Applies to Customers only

Values used by customers to authenticate and permit access to:

• The customers’ personal information, including CPNI and AT&T Proprietary (Sensitive Personal Information) — or —

• An application enabling the customer to subscribe to, or unsubscribe from, AT&T services — or —

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• An AT&T service the customer is subscribed to

Includes: Personal Identification Numbers (PINs), passwords or passcodes. Excludes Card Security Codes and PINs used in association with payment cards.

Customer Authentication Credential Hints Applies to Customers only

Answers to questions used to retrieve customer authentication credentials, for example mother's maiden name.

Location-Based Information (LBI) Information that identifies the current or past location of a specific individuals' mobile device. This element contains two factors both of which must be present and able to be associated with each other:

1. A mobile device’s location (e.g. a map address, or latitude and longitude together with altitude where known) derived from the mobile device through activities such as GPS or network connectivity rather than as a result of user action (e.g. revealing location in the content of an email, or SMS)

-and - 2. An individual's identity derived from a unique identifier assigned to that mobile device such as customer name, MSISDN, IMSI, IMEI or ICCID.

Other Data

Data Element Description Date of Birth (DOB) An individual’s full and complete DOB, i.e.

including Month, Day and Year. Excludes partial DOB where only Month and Day are used without Year. This element contains two factors both of which must be present and able to be associated with each other:

1. A full and complete DOB; and -

2. The individual's identity, either explicitly or via a unique identifier that can be linked to that individual.

Biometric Data Measures of human physical and behavioral characteristics used for authentication purposes, for example fingerprint, voiceprint, retina or iris image. Excludes templates that contain discrete data points derived from biometric data that do not hold the complete biometric image, where the template cannot be reverse engineered back to the original biometric image.

Criminal History Subject to non-U.S. jurisdiction1

Information about an individual's criminal history, e.g. criminal check portion of a background check.

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Racial or Ethnic Origin Subject to non-U.S. jurisdiction1

Data specifying and/or confirming an individual's racial or ethnic origin.

Trade Union Membership Subject to non-U.S. jurisdiction1

Data specifying and/or confirming an individual is a member of a trade union outside of the U.S.

Information Related to an Individual's Political Affiliation, Religious Belief, or Sexual Orientation Subject to non-U.S. jurisdiction1

Data specifying and/or confirming an individual's political affiliation, religious or similar beliefs, or sexual life or orientation.

The following “Human Resources” data elements have been classified as AT&T Proprietary (Sensitive Personal Information) when they apply to an employee, contractor, customer or dealer:

Health Data

Data Element Description U.S. Protected Health Information (PHI) Includes any U.S. health information used in

AT&T's Group Health Care plans or belonging to AT&T's customers that identifies the individual or for which there is a reasonable basis to believe it can be used to identify the individuals that include information about:

• The individual's past, present or future physical or mental health or condition,

• The provision of health care to the individual — or —

• The past, present, or future payment for the provision of health care to the individual.

Health information of retirees, employees, or employee beneficiaries used by AT&T for purposes other than a group health plan is not PHI.

Medical and Health Information Subject to non-U.S. jurisdiction1

Any information concerning physical or mental health or condition. Includes disability information.

Footnotes:

Where data elements have the term “Subject to non-U.S. jurisdiction” associated with them, that data element is to be classified as AT&T Proprietary (Sensitive Personal Information) when applied to data elements subject to non-U.S. jurisdiction, irrespective of whether the data is created, handled, processed, destroyed or sanitized inside or outside the U.S.

Data Management - Sensitive Customer Data (SCD)

Data Element Description

Customer Set Top Box Viewing History Information about programs watched or recorded,

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games and applications used, etc. by AT&T customers.

Customer Web Browsing History Information about what websites the AT&T customers visit and applications they use on any network (wireline and wireless including Wi-Fi); this does not include browsing and activities associated with the AT&T customers’ use of official AT&T corporate websites.

Digital Life Data Includes video files, sensor data and other data that is generated by our customers’ use of the Digital Life service.

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SCHEDULE 4.1(h)

INSURANCE REQUIREMENTS 1. With respect to Dealer’s performance under this Agreement, and in addition to Dealer’s obligation to indemnify,

Dealer shall at its sole cost and expense: a. maintain the insurance coverages and limits required by this section and any additional insurance

and/or bonds required by law: b. at all times during the term of this Agreement; and c. with respect to any coverage maintained in a “claims-made” policy, for two (2) years following the

term of this Agreement. If a “claims-made” policy is maintained, the retroactive date must precede the commencement of work under this Agreement;

2. Require each subcontractor who may perform work on Dealer’s behalf to maintain coverage, requirements, and

limits at least as broad as those listed in this section from the time when the subcontractor begins work, throughout the term of the subcontractor’s work and, with respect to any coverage maintained on a “claims-made” policy, for two (2) years thereafter;

3. Procure the required insurance from an insurance company eligible to do business in the state or states where work will be performed and having and maintaining a Financial Strength Rating of “A-” or better and a Financial Size Category of “VII” or better, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies, except that, in the case of Workers’ Compensation insurance, Dealer may procure insurance from the state fund of the state where work is to be performed; and

4. Provide to DIRECTV or its third party administrator certificates of insurance stating the types of insurance and

policy limits. Dealer shall provide or will have the issuing insurance company provide at least 30 days advance written notice of cancellation, non-renewal, or reduction in coverage, terms, or limits to DIRECTV. Dealer shall deliver such certificates:

a. prior to the commencement of work, but not later than forty-five (45) days following the Effective

Date of the Agreement if the work has not commenced;

b. prior to expiration of any insurance policy required in this section; and

c. for any coverage maintained on a “claims-made” policy, for two (2) years following the term of this Agreement or completion of all work associated with this Agreement, whichever is later.

5. The Parties agree:

a. The failure of DIRECTV to demand such certificate of insurance or failure of DIRECTV to identify

a deficiency will not be construed as a waiver of Dealer’s obligation to maintain the insurance required under this Agreement;

b. That the insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect Dealer, nor be deemed as a limitation on Dealer’s liability to DIRECTV in this Agreement;

c. Dealer may meet the required insurance coverages and limits with any combination of primary and

Umbrella/Excess liability insurance; and d. Dealer is responsible for any deductible or self-insured retention.

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6. The insurance coverage required by this section includes:

A. Workers’ Compensation insurance with benefits afforded under the laws of any state in which the Work is to be performed and Employer’s Liability insurance with limits of at least: $500,000 for Bodily Injury – each accident $500,000 for Bodily Injury by disease – policy limits $500,000 for Bodily Injury by disease – each employee

To the fullest extent allowable by Law, the policy must include a waiver of subrogation in favor of DIRECTV, its affiliates, and their directors, officers and employees.

In states where Workers’ Compensation insurance is a monopolistic state-run system, Dealer shall add Stop Gap Employer’s Liability with limits not less than $500,000 each accident or disease.

B. Commercial General Liability insurance written on Insurance Services Office (ISO) Form CG 00

01 04 13 or a substitute form providing equivalent coverage, covering liability arising from premises, operations, personal injury, products/completed operations, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with limits of at least: $2,000,000 General Aggregate limit $1,000,000 each occurrence limit for all bodily injury or property damage incurred in any one (1) occurrence $1,000,000 each occurrence limit for Personal Injury and Advertising Injury $2,000,000 Products/Completed Operations Aggregate limit

The Commercial General Liability insurance policy must:

1. include DIRECTV, its affiliates, and their directors, officers, and employees as Additional

Insureds. Dealer must provide a copy of the additional insured endorsement to DIRECTV. The Additional Insured endorsement may either be specific to DIRECTV or may be “blanket” or “automatic” addressing any person or entity as required by contract. A copy of the Additional Insured endorsement must be provided within 60 days of execution of this Agreement and within 60 days of each Commercial General Liability policy renewal;

2. include a waiver of subrogation in favor of DIRECTV, its affiliates, and their directors, officers and employees; and

3. be primary and non-contributory with respect to any insurance or self-insurance that is maintained by DIRECTV.

C. Business Automobile Liability insurance with limits of at least $1,000,000 each accident for bodily

injury and property damage, extending to all owned, hired, and non-owned vehicles.

D. Umbrella/Excess Liability insurance with limits of at least $1,000,000 each occurrence with terms and conditions at least as broad as the underlying Commercial General Liability, Business Auto Liability, and Employer’s Liability policies. Umbrella/Excess Liability limits will be primary and non-contributory with respect to any insurance or self-insurance that is maintained by DIRECTV.

E. Media Liability insurance with limits of at least $1,000,000 each claim or wrongful act.

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SCHEDULE 5.10 BACKGROUND CHECKS

1) Dealer, with respect to the following requirements in this Schedule (collectively, “Background Checks”) and subject to any federal, state, or local laws, rules or regulations which may limit any Dealer action otherwise required by this section, shall:

a) make all reasonable and legally permitted efforts, including checking the background, and verifying the personal information to determine all information necessary to verify whether any Dealer employee, contractor or subcontractor and any employee or agent of any Dealer contractor or subcontractor (“Supplier Person”) whom Dealer proposes to have perform any Service that permits Physical Entry or virtual or other access to DIRECTV’s or its customers’ systems, networks, or Information (“Access”) at any time during the term:

i) has been convicted of any felony, or has been convicted of any misdemeanor involving violence, sexual misconduct, theft or computer crimes, fraud or financial crimes, drug distribution, or crimes involving unlawful possession or use of a dangerous weapon (“Conviction”) or

ii) is identified on any government registry as a sex offender (“Sex Offender Status”); and

b) in addition to the requirements of (i), perform a Drug Screen on any Supplier Person whom Dealer proposes to have Physical Entry onto DIRECTV’s or its customers’ premises and not permit any such Supplier Person presenting a positive Drug Screen to have Physical Entry onto DIRECTV’s or its customers’ premises.

Dealer shall comply with the obligations of Subsection a(i) above through the use of a third party service which shall perform a review of applicable records for those counties, states, and federal court districts in which a proposed Supplier Person has identified as having resided, worked, or attended school in the previous ten (10) years, unless a shorter period is required by any federal, state, or local law.

2) Dealer acknowledges and agrees that it is Dealer’s sole and exclusive responsibility to determine whether a Supplier Person’s Conviction or Sex Offender Status has a reasonable relationship to the individual’s fitness or trustworthiness to perform the Service, subject to any federal, state, or local restrictions on the consideration of criminal convictions in making employment decisions and whether such Supplier Person should be permitted Access during the term under the terms of this Agreement and in compliance with all federal, state, and local laws, unless an exception is granted by DIRECTV under paragraph 5 of this Section.

3) Dealer represents and warrants to DIRECTV that, to the best of its knowledge, no Supplier Person has (i) falsified any of his or her Identification Credentials, or (ii) failed to disclose any material information in the hiring process relevant to the performance of any Service. Dealer shall not permit any Supplier Person who has falsified such Identification Credentials or failed to disclose such information to perform any Service that permits Access.

4) The following definitions apply:

a) “Physical Entry” means that an individual (i) is permitted to bodily enter, on an unsupervised (or badged) basis, into secured areas not available to the general public, or (ii) is permitted on a regular basis to have supervised or escorted bodily access into secured areas not available to the general public for more than thirty (30) days in the aggregate annually.

b) “Identification Credentials” includes, with respect to each Supplier Person, his or her Social Security number, driver’s license, educational credentials, employment history, home address, and citizenship indicia.

c) ”Drug Screen” means the testing of any individual for the use of illicit drugs (including opiates, cocaine, cannabinoids, amphetamines, and phencyclidine (PCP)).

5) The failure of Dealer to comply with the requirements of this Section shall be considered a material breach of this Agreement. Notwithstanding any of the foregoing, exceptions for individual Supplier Persons may be granted by DIRECTV on a case-by-case basis.

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SCHEDULE 5.10(a) AGREEMENT REGARDING NON-EMPLOYMENT STATUS WITH DIRECTV

This Agreement (“Agreement”) is made by the individual named below (“I” or “me”), who is an employee of __________________________ (“Dealer”), and who has been hired or engaged to perform work for Dealer in fulfillment of the terms and conditions of the agreement(s) between Dealer and DIRECTV, LLC, a California limited liability company and a wholly-owned subsidiary of AT&T, Inc., and/or their respective affiliates (collectively “AT&T Company”).

I. Status

I hereby agree and acknowledge that I have been engaged by Dealer to provide services on behalf of Dealer in fulfillment of its contractual obligations to AT&T Company. I am not being hired or engaged by any AT&T Company in any capacity. I have no right or authority to assume or to create any obligation or responsibility on behalf of any AT&T Company. No employment, joint venture or partnership relationship has been created between me and AT&T Company by this Agreement or by any other agreement between me and Dealer for the provision of services on behalf of the Dealer. I acknowledge and agree that Dealer shall be solely responsible for all payments to me for my work performed on the Dealer’s behalf under its agreement(s) for services with any AT&T Company, including payment of compensation, premium payments for overtime, bonuses, and other incentive payments, if any, and payments for vacation, holiday, sick days or other personal days, if any. Also, I will be solely responsible for negotiating and agreeing with Dealer for participation in any Dealer benefit plans, including any pension, savings, or health and welfare plan. Unless AT&T Company expressly provides otherwise in writing, I further understand and agree that I am not eligible to participate in or receive any benefits under the terms of any AT&T Company’s pension plans, savings plans, health plans, vision plans, disability plans, life insurance plans, stock option plans, or any employee benefit plan sponsored by any AT&T Company for any period of time. I understand and agree that the cash payments and benefits which I receive from Dealer shall represent the sole compensation to which I am entitled, and that Dealer will be solely responsible for all matters relating to compliance with all employer tax obligations, arising from any work performed by me on behalf of Dealer in fulfillment of its contractual obligations with any AT&T Company. These tax obligations include but are not limited to the obligation to withhold employee taxes under local, state and federal income tax laws, unemployment compensation insurance tax laws, state disability insurance tax laws, social security and Medicare tax laws, and all other payroll tax laws or similar laws.

II. Work Policies and Rules

1. I understand that AT&T Company policy requires Dealer to ensure that its employees, including me, engage in personal conduct and comments in the workplace that support a professional environment free of inappropriate behavior, language, jokes or actions which could be perceived as sexual harassment or as biased, demeaning, offensive, derogatory to others based upon race, color, religion, national origin, sex, age, sexual orientation, marital status, veteran’s status or disability, or words or conduct that is threatening and/or disrespectful of others.

2. If AT&T Company provides me access to its computer systems, I understand that AT&T Company requirements for Dealer includes the following and agree: (a) to use such systems in a professional manner, (b) to use such systems only for AT&T Company business purposes, (c) to use such systems in compliance with AT&T Company’s applicable requirements standards and guidelines for computer systems use and applicable laws, and (d) to use password devices, if applicable and if requested by AT&T Company. Without limiting the foregoing, AT&T Company property, including but not limited to Intranet and Internet services, shall not be used for personal purposes or for any purpose which is not

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directly related to the performance of work in fulfillment of Dealer’s agreement(s) with any AT&T Company. I acknowledge and agree that I must have a valid Dealer-supported AT&T Company business reason to access the Intranet and/ or the Internet from within AT&T Company’s private corporate network.

III. Administrative Terms

1. This Agreement shall be effective as of the date executed below, and shall remain in effect through

my termination of employment or engagement with Dealer or my reassignment by Dealer to another job unrelated to the Dealer’s provisioning of services to any AT&T Company.

2. If any provision of this Agreement is held to be invalid or unenforceable, then such invalid or enforceable provisions shall be severed, and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

My signature below attests to the fact that I have read, understand and agree to be legally bound by the terms of this Agreement Regarding Non-Employment Status with DIRECTV and AT&T Company. Signature:_________________________________________

Print Name:_______________________________________

Address:___________________________________________

Date:______________________________________________

(Form as of 05/1/2017) 81401v1 35