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Dealer Agreement Cover Sheet

Please attach this sheet to ALL COMMERCIAL EXPRESS faxes

DSI Account Manager: ______________________________________

DSI Dealer Account Number: _________________________________

Information about the Commercial Express Dealer

COMMERCIAL EXPRESS Business Name: _______________________

COMMERCIAL EXPRESS Contact Person: _______________________

COMMERCIAL EXPRESS Email Address:________________________

COMMERCIAL EXPRESS Phone Number: _____-______-___________

For questions regarding DSI Commercial Express Program, please email

directv.commercial@dsisystemsinc.com

FAX ALL DOCUMENTS INCLUDING THIS FAX COVER TO : 866-504-2163

COMMERCIAL EXPRESS DEALER ID : 1745207

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COMMERCIAL EXPRESS DEALER PROGRAM

GETTING STARTED

Obtain DEALER ID # -

In order for a DSI dealer to participate in the Commercial Express Dealer

Program, dealer will be required to review and complete the Commercial Express Start-up Kit.

Commercial Express Start-up kit Contents Include:

Commercial Express Dealer Information Cover Sheet

Commercial Express Dealer Agreement

COMMERCIAL BUYDOWN EQUIPMENT- EXHIBIT A

BUY DOWN CREDIT CARD FORM

DSI ACH PAYMENT ENROLLMENT FORM

W-9 FORM

Purchase Product

Commercial Express Dealer must buy products under DSI account number with current DSI terms. Commercial Express Dealer must select Buydown when purchasing DSI DIRECTV Products. Failure to do so may result in equipment chargebacks.

DSI COMMERCIAL EXPRESS DEALER AGREEMENT

This agreement, with all Schedules and Exhibits hereto, the (DSI Commercial Dealer Agreement) is entered into as of the date set forth below by and between DSI Systems, Inc., an Indiana Based company (DSI) and the undersigned retailer. This agreement is effective starting January 15, 2016 and replaces any and all prior DSI Commercial Dealer Agreements that superseded this current version.

1. SELECTION OF DSI COMMERCIAL EXPRESS DEALER

1.1 Application. DSI understands Dealer has applied to DSI to take orders for Programming Packages from Commercial establishments (as described in Schedule 1, (i)Public Viewing Programming Packages, (ii) Business Viewing Programming Packages and (iii) Private Viewing Programming Packages, collectively the Programming Packages). Requesting Dealer must be an active DSI Dealer, in good standing and actively making consecutive purchases not to exceed one (1) years time, to be eligible to apply and continue to participate in the DSI Commercial Express Program.

1.1.1 Additionally, Dealer understands and agrees to all stipulations and guidelines of Exhibit A (Buydown Equipment) of this DSI COMMERCIAL EXPRESS Dealer Agreement.

1.2 Orders for Programming Packages. Dealer shall only solicit orders for Programming Packages after the approval and execution of this DSI Commercial Dealer Agreement by DSI. Dealer, in all cases, shall take orders for Programming packages in accordance with DIRECTVs current price schedule. Dealer shall not charge any Commercial Establishment or any potential Commercial Establishment any fee which is contingent upon such Commercial Establishments application for authorization to receive, or receipt of, any DIRECTV programming service. Dealer understands that it is authorized to take orders for Programming Packages only from licensed Commercial Establishments. Additionally, Dealer understands that it may only take orders for Public Viewing

Programming Packages and Business Viewing Programming Packages for exhibition within NonPrivate Office Commercial Establishments and for Private Viewing Programming Packages for exhibition within Private offices or conference rooms. It shall be deemed a material breach of this DSI Commercial Dealer Agreement to violate this requirement. Dealer understands that it holds itself out to the public as an Authorized Commercial Dealer of DSI only after receiving from DSI a counterpart of this DSI Commercial Dealer Agreement countersigned by DSI.

1.2.1 National Accounts. Dealer agrees that it shall not, without DIRECTVs prior written approval, solicit from any National Account (defined as a commercial entity with 25 or more owned, franchised, or otherwise affiliated locations); provided, however, that the foregoing shall not prohibit Dealer from soliciting or taking Orders from individual Commercial Establishments, affiliated with, but not participating in, DIRECTVs National Account Program. Any willful attempt by Dealer to solicit Orders from existing DIRECTV National Accounts will be deemed a material breach of this DSI Commercial Dealer Agreement. A DIRECTV National Account list will be posted to the DSI website.

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2. DEFINITIONS. The following definitions shall apply to this DSI Commercial Dealer Agreement.

2.1 Affiliate(s) will mean with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control (i.e. the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such person or entity and any member, director, officer or employee of such person or entity.

2.2 Commercial Establishment will mean either a nonresidential location in the Territory which is fully accessible to the public on a nondiscriminatory basis and without charge, or a common area within a non residential location in the Territory. In no case shall any single family residential household (i.e. single family house, apartments, condominiums, trailers, recreational vehicles or other dwelling units used primarily for residential purposes), be considered a Commercial Establishment.

2.3 Distribution System will mean the distribution system for video and other programming services whereby the programming satellite feed is received from the transmission source.

2.4 Order will mean an order for Programming Package which, in accordance with all the terms of this DSI COMMERCIAL EXPRESS Dealer Agreement, Dealer takes from a Commercial Establishment and transmits directly to DSI, along with all the information, documents and money required by this DSI COMMERCIAL EXPRESS Dealer Agreement and which DIRECTV accepts, at its sole discretion. DIRECTV shall have the right to determine whether a subscriber or potential subscriber constitutes a Commercial Establishment, Private Office or any other designation.

2.5 Private Office Viewing means DIRECTV programming that is viewed in areas not accessible to the public or clientele, do not include common areas and where food and drinks are not sold for immediate consumption. Examples include offices and conference rooms.

2.6 Business Viewing means DIRECTV programming that is provided to establishments accessible to the general public and whose main source of revenue is not from the sale of food and drink. Examples include retail stores, gyms and banks.

2.7 Public Viewing means DIRECTV programming that is generally accessible to the public or includes common areas where the primary source of revenue is derived from the sale of food or beverage for immediate consumption. Examples include bars, restaurants and nightclubs.

2.8 Qualifying Commercial Subscriber will be a Commercial Establishment (i) which orders its initial Programming Package from Dealer and (ii) Dealer validly submits initial order to DSI and (iii) which prior to the date when Dealer submits to DSI the initial Order, the commercial Establishment has not received any other programming services via DIRECTV Distribution System.

2.9 Territory will mean the continental United States, its territorial waters and areas contained within the United States, without limitation.

3. DSI Obligations and Understandings

3.1 Commissions and Continuing Service Fees. In connection with the activities associated with this DSI COMMERCIAL EXPRESS Dealer Agreement, DSI will pay the following Commissions and Continuing Service Fees

(CSF) to Dealer.

3.1.1 DSI will pay Dealer Commissions and Continuing Service fees (as referred to in Schedule 1), as full consideration for the performance of Dealer obligations hereunder. This schedule may change from time to time at the discretion of DSI. Commissions are paid as a onetime payment to Dealer upon initial activation of Programming Packages as listed in Schedule 1. No other Commissions are applicable under this DSI COMMERCIAL EXPRESS Dealer Agreement. Dealer shall earn Commissions only for those sales of Programming Packages to a Qualifying Commercial Subscriber for which DSI receives payment from DIRECTV. Continuing Service Fees shall be calculated each month based on Programming Package Sales Revenue received by DIRECTV from a Qualifying Commercial Subscriber during the term of this DSI COMMERCIAL EXPRESS Dealer Agreement. Programming Packages Sales Revenue will be determined as reasonably calculated by DSI based upon DIRECTVs retail prices (exclusive of any applicable taxes) for the Programming Packages activated for and paid for by the Qualifying Commercial Subscriber.

3.1.2 DSI, if applicable, will pay Dealer Commissions and Continuing Service Fees within thirty (30) days after receipt of payment from DIRECTV. DSI may offset Dealer Commissions against amounts due to DSI at its sole discretion.

3.1.3 Dealer will not earn, and DSI shall not pay, any Commissions or other monies; (i) for any Programming Package delivered to Commercial Establishment which, prior to the date on which Dealer submits the initial Order to DSI, had received any programmin