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agreement is effective starting January 15, 2016 and replaces any and all prior DSI Commercial Dealer Agreements that superseded this current version.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 DIRECTV’s current price schedule. Dealer shall not charge any Commercial Establishment or any potential Commercial Establishment any fee which is contingent upon such Commercial Establishment’s 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 Non Private 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 DIRECTV’s 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, DIRECTV’s 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 non residential location in the Territory which is‐ fully accessible to the public on a non discriminatory 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.

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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 one time 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 DIRECTV’s 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 programming services via the DIRECTV DBS Distribution System; (ii) related to any subscription cancelled prior to the commencement of service of such subscription; (iii) for Orders, sales, renewals or continuation of Programming Packages by any Qualifying Commercial Subscriber submitted after termination of this DSI COMMERCIAL EXPRESS Dealer Agreement; (iv) for Programming Packages submitted prior to the time this DSI COMMERCIAL EXPRESS Dealer Agreement becomes effective or; (v) for any order which is not submitted in complete accordance with all the terms of this DSI COMMERCIAL EXPRESS Dealer Agreement, including, but not limited to, the sale of a Public Viewing Programming Package and/or Business Viewing Programming Package to a Private office establishment.

3.1.4 In the case where a Qualifying Commercial Subscriber fails to pay for Programming Packages during the initial DIRECTV Viewing Agreement, Dealer shall be charged back any related Commission that was pre paid.‐ In the event a subscriber adds or deletes Programming Packages during the course of a DIRECTV Viewing Agreement, Dealer’s Commissions will be calculated as follows:

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3.1.4.1 In the case where a Qualifying Commercial Subscriber adds Programming Packages during the initial DIRECTV Viewing Agreement, Dealer shall earn Commissions on the newly added Qualified Programming Packages, excluding applicable taxes and fees.

3.1.4.2 In the case where a Qualifying Commercial Subscriber deletes Programming Packages during the initial DIRECTV Viewing Agreement, Dealer will be charged back Commissions. Dealer acknowledges and agrees that DSI shall have the right to offset any money due to DSI from Dealer for any reason against Commissions or money otherwise due to Dealer from DSI.

3.1.5 DSI’s calculation of Commissions, Continuing Service Fees and offset amount shall be binding absent manifest error. If, after the termination of this DSI COMMERCIAL EXPRESS Dealer Agreement, DSI has paid, or taken offsets against, all Commissions and Continuing Service Fees, then Dealer shall pay to DSI, within thirty (30) days after the Dealer receives DSI’s written notice thereof, all offset amounts which DSI has not already recovered through offsets.

3.1.6 Continuing Service Fee payments will be discontinued if a dealer does not generate at least one new valid DIRECTV activation per calendar year, with consecutive activations not to exceed one (1) years’ time, in a qualifying channel.

4. DEALERS OBLIGATIONS AND UNDERSTANDINGS

4.1 Solicitation of Orders

4.1.1 Dealer will use reasonable efforts to solicit Orders for Public Viewing Programming Packages and Business Viewing Programming Packages from applicable non Private Office Commercial Establishments and‐ Private Viewing Programming Packages from only Private office and / or conference rooms to promote and enhance DSI’s business, reputation and goodwill. Dealer shall allow only its employees and authorized independent contractors to solicit, take or submit any Orders unless Dealer obtains DSI’s prior written consent to use other person or entity, which consent may be withheld at DSI’s sole discretion.

4.1.2 Dealer shall submit to DSI, all Orders which Dealer solicits from Commercial Establishments. Dealer shall provide adequate staff to support all account setup and Order submission activities in a timely and professional manner

4.2 Subscriber Sales and Service Obligations. Dealer shall perform all Subscriber Sales and Service Obligations. Subscriber Sales and Service Obligations shall mean the following:

4.2.1 Sales Obligations

4.2.1.2 Dealer will visit Commercial Establishments, including Qualifying Commercial Subscribers which are receiving a Programming Package via the DBS Distribution System, during the Term with the express purpose of soliciting Orders (including renewal Orders) for Programming Packages. Dealer will submit with each Order a written affidavit of estimated viewing occupancy (EVO) and, when required by DIRECTV, copies of the subscriber installation location fire code occupancy (FCO) certificate. Dealer will have the affirmative obligation to personally verify such FCO or EVO, as applicable, for each Order. Dealer’s failure to deliver such FCO certificates

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and written EVO affidavits in a timely manner, or failure to verify such information as provided by the Qualifying Commercial Subscriber, shall be a material breach of this DSI Commercial Dealer Agreement.

4.2.2 Service Obligations

4.2.2.1 Dealer shall perform the following activities after the initial sale of any Programming Package to a Commercial Establishment. Dealer shall ensure that any DIRECTV System equipment which is purchased by the Commercial Establishment is delivered and installed at such time as is agreed upon with the Commercial Establishment. Dealer shall ensure that appropriate Commercial Establishment personnel are trained on how to operate the DIRECTV System equipment, including providing such personnel appropriate written operating instructions. Dealer shall contact the Commercial Establishment within forty eight (48) hours of the initial‐ installation to ensure that the DIRECTV System equipment is operating properly and to answer any additional questions.

4.2.2.2 Dealer shall maintain a reporting mechanism so that its Commercial Establishments may leave a message for service with Dealer twenty four (24) hours a day, seven (7) days a week. Dealer or Dealer’s‐ authorized representative will visit each of the Dealer’s Commercial Establishments no less than two (2) times a year, to ensure customer satisfaction, to verify current FCO and EVO, to introduce new services and to solicit renewals and upgrades. Dealer may be required to provide occasional, non compensatory System service (i.e.‐ receiver retuning due to channel position realignment, access card switch outs, etc.). Any refusal by Dealer to‐ provide such System services shall constitute a material breach of this DSI COMMERCIAL EXPRESS Dealer Agreement.

4.3 DIRECTV System Equipment and Dealer Inquiries. If Dealer is a provider of DIRECTV System equipment, Dealer shall use its best efforts to fulfill, at then prevailing market prices, all requests from potential Commercial‐ Establishments for DIRECTV System equipment and installation. Dealer understands and agrees that DIRECTV has no responsibility whatsoever to Dealer, any Commercial Establishment, or any person or entity in connection with DIRECTV System equipment. Inquiries regarding the equipment or Programming Packages should be directed to DSI.

4.3.1 Additionally, Dealer agrees to use the DSI Commercial Billing # when purchasing DIRECTV System equipment. (DSI Commercial Billing # 1745207).

4.4 Logo/Trademark/Service Name Guidelines. Dealer acknowledges and agrees to maintain proper use and placement of the DIRECTV, DIRECTV System and other trademarks, service names and logos (collectively, the “Marks”). Any noncompliance by Dealer shall be a material default of this DSI Commercial Dealer Agreement. Dealer shall not use any logo, trademark, service mark or name of any supplier of DIRECTV (including, without limitation, entities providing programming to DIRECTV) in connection with advertising and/or

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promoting DIRECTV or a DIRECTV service in any way, for any purpose not allowed by such supplier, without the prior written consent of DSI.

4.5 Policies and Procedures. DSI may amend the Policies and Procedures as it applies to Dealer by notifying Dealer thirty (30) days in advance of the date on which such amendment is to become effective. In Dealer’s role as DSI’s commissioned sales representative, Dealer agrees that it will follow and abide by the Policies and Procedures related to the taking of orders for the promotion of Programming Packages as specified in the Policies and Procedures. Any material noncompliance by Dealer with the Policies and Procedures shall be a material default of the DSI COMMERCIAL EXPRESS Dealer Agreement.

4.6 Additional Guidelines. Dealer shall comply with the following provisions:

4.6.1 Dealer shall comply with all applicable governmental statutes, laws, rules, regulations, ordinances, codes, directives, and orders (whether federal, state, municipal or otherwise) (“Laws”), and Dealer is solely responsible for its compliance with all Laws which apply to its obligations under this DSI Commercial Dealer Agreement; and

4.6.2 Dealer shall not engage in any activity or business transaction which could be considered unethical, as determined by DSI in its sole discretion, or damaging to DSI’s image or goodwill in any way, or harmful to DSI’s business in any way, including without limitation, the negligent or deliberate underreporting of any Commercial Establishment’s FCO or EVO.

4.6.3 In no event shall Dealer (a) file, or threaten to file a lien or a claim against a Commercial Subscriber; (b) charge or in any way encumber the property of a Commercial Subscriber; or (c) in any way seek to secure payment from said Commercial Subscriber in connection with Dealer’s provision of services hereunder. In the event of any dispute with DSI related to the services provided hereunder, Dealer agrees that it shall seek recourse only against DSI and Dealer agrees to promptly pay and discharge any liens, claims or charges filed by or on the behalf of any of its employees, contractors, laborers, material suppliers, or any other third party with whom Dealer has engaged related to the provision of the services hereunder. DSI shall have the right to obtain injunctive relief in order to prevent Dealer from breaching its obligations (or to obtain specific performance to compel Dealer to perform its obligations) pursuant to this paragraph 4.6.3.

4.7 Performance of Dealer Obligations. DSI shall have the right to revoke Authorized Commercial Dealer status and to terminate this DSI COMMERCIAL EXPRESS Dealer Agreement for Dealer’s material failure to meet any of the performance obligations under this Commercial Express Dealer Agreement or the Ancillary Documents. DSI shall determine at its sole discretion whether Dealer has satisfactorily executed all documents and satisfactorily performed its obligations. If DSI determines that Dealer has not satisfactorily performed its obligations under this Commercial Dealer Agreement or the Ancillary Documents, then DSI may terminate this Commercial Express Dealer Agreement effective upon written notice to Dealer.

4.8 Notification upon Change of Control. Dealer shall notify DSI in writing of any Change of Control within ten (10) days of the date of such Change of Control occurs. For purposes of this DSI Commercial Dealer Agreement, “Change of Control” shall mean the occurrence of any of the following: (i) the sale, lease, transfer,

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conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Dealer to any unaffiliated person or entity; (ii) the adoption of a plan relating to the liquidation or dissolution of Dealer; (iii) the consummation of any transaction, the result of which is, any unaffiliated person or entity acquiring a direct or indirect interest in more than 50% of the voting capital stock of Dealer; or (iv) any transaction which otherwise results in a change of control of Dealer.

5. TERM AND TERMINATION

5.1 Effectiveness. The term of this Commercial Dealer Agreement (the “Term”) shall commence as of the date set forth below and shall continue, unless terminated in accordance herewith.

5.2 Termination by Either Party. Either party may terminate this DSI Commercial Express Dealer Agreement at any time upon ten (10) days advance written notice to the other party.

5.3 Termination of Agreement. Dealer agrees that if this Commercial Express Dealer Agreement terminates for any reason, then Dealer shall:

5.3.1 Immediately discontinue all use of the Marks associated in any way whatsoever with the Programming Packages, (including without limitation, DIRECTV®, DIRECTV System), all Marks or names associated with any programming included in the Programming Packages or in any service or product offered by DIRECTV.

5.3.2 Deliver to DSI, or destroy, at DSI’s option and cost (but not including cost of merchandise delivered or destroyed), all tangible things of every kind in the possession or control of Dealer that bear any of the Marks other than Marks which Dealer has the independent right to use without the consent of DIRECTV or DSI; and

5.3.3 Upon request by DSI, certify in writing to DSI that such delivery or destruction has taken place. 6.

STATUS OF DEALER

6.1 Independent Contractor/No Joint Venture/No Exclusivity. It is understood and agreed that Dealer is a non exclusive independent contractor which will take orders for Programming Packages as a commissioned‐ sales representative. It is further understood and agreed that Dealer is not a partner or employee of DSI for any purpose whatsoever and has no right or authority to make any representation, promise or agreement on behalf of DSI except for such representations, promises or agreements which DSI shall specifically authorize, in writing, Dealer to make. Any such inconsistent or additional warranty or representation made by Dealer shall constitute a breach of, and serve as grounds for, termination of this DSI COMMERCIAL EXPRESS Dealer Agreement.

7. MISCELLANEOUS. This Agreement will be governed by the Laws of the State of Iowa. Any action brought pursuant to this agreement, must be brought in the State courts of Polk County, Iowa, and Dealer hereby

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consents to jurisdiction in such courts. Dealer shall be responsible for all attorneys’ fees, and costs of collection, incurred by DSI. This Agreement shall be binding upon and inure to the benefit of the parties, respective heirs, executors, administrators, successors and assigns. This Agreement can only be amended or modified in writing.

8. GENERAL PROVISIONS. The terms and conditions attached as Exhibit A are fully incorporated into this DSI Commercial Dealer Agreement.

IN ORDER TO COMPLETE ITS APPLICATION, DEALER MUST (I) COMPLETELY FILL OUT ALL INFORMATION REQUESTED BELOW, (II) SIGN TWO (2) COUNTERPARTS OF THIS DSI COMMERCIAL EXPRESS DEALER AGREEMENT AND RETURN THEM BOTH TO DSI (DEALER WILL RECEIVE ONE (1) COPY COUNTERSIGNED BY DSI IF DEALER IS ACCEPTED).

IN WITNESS WHEREOF, the parties have caused this Commercial Dealer Agreement to be executed as of the date set forth below;

DSI Systems, Inc. Commercial Dealer 3601 109th St Urbandale, IA 50322 _____________________________________________ (Dealer Company Name) Please Print DSI DIRECTV Billing # 1745207 _____________________________________________ (Address) Please Print By: __________________________________ By: __________________________________________ Robert S. Romines ________________________________ ____________ (Print Name) (Title) Date: _________________________ Date: _________________________

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DIRECTV UNIVERSAL BUYDOWN EQUIPMENT AGREEMENT This Agreement is entered into this day of ___, 20____, by and between DSI Distributing Inc. d/b/a DSI Systems (“DSI”) and __________________________________________________________, a Corporation /partnership /sole proprietorship (“Dealer”).

DSI has entered into agreements, and may enter into agreements inthe future with DIRECTV regarding the sales and marketing ofdigital satellite system equipment (“DIRECTV System”) and DIRECTVsubscriber services.

Under the Agreement between DIRECTV and DSI, DIRECTV advances to DSI certain Pre‐paid Programming Commissions (“PPC”) based on the Authorized DIRECTV Receiver Type (Appendix A) and the type of account to be activated (“Channel”), including Residential, Commercial, SMATV Lodging & Institutions, D2Lite or Full MDU. DSI may be charged back and requested to reimburse DIRECTV for PPC’s received by DSI from DIRECTV for DIRECTV Systems sold to Dealer. If DIRECTV programming is not activated within ninety (90) days of shipment date of the DIRECTV System to Dealer, or if a Dealer sells or activates a DIRECTV System to a person or entity other than an eligible subscriber and location in the United States or Alaska (“Chargebacks”), Dealer agrees to reimburse DSI for such Chargebacks. IN CONSIDERATION of the mutual promise contained within this agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties (DSI and the undersigned Dealer), agree as follows:

1. DIRECTV MARKETING PROGRAM. DSI is a participant in a DIRECTV marketing program whereby DSI sells Dealer Authorized DIRECTV Systems (as defined in DSI’s agreement with DIRECTV) and receives reimbursement from DIRECTV for PPC passed through to Dealer by DSI. Dealer desires to purchase the Authorized DIRECTV Systems and in consideration for the opportunity to purchase the Authorized DIRECTV Systems at a reduced cost from DSI, Dealer agrees to reimburse DSI for all Chargebacks assessed against DSI by DIRECTV. Dealer has been notified by DSI that in addition to Chargebacks paid to DSI pursuant to this Agreement, Dealer may also be debited Chargebacks or adjustments directly by DIRECTV. This would occur if a DIRECTV subscriber cancels or otherwise fails to pay DIRECTV for the full term of any DIRECTV programming package, or if Dealer activates an Authorized DIRECTV System(s) to a non eligible ‐subscriber or in a Channel different from which the equipment was purchased. Dealer has been notified and agrees to purchase and activate Authorized DIRECTV Systems within the same Channel.

2. CHARGEBACKS. Under its Agreement with DIRECTV, DSI may be charged back and

required to reimburse DIRECTV for Prepaid Programming Commissions received by DSI, and passed through to Dealer for authorized DIRECTV Systems sold to the Dealer. Dealer shall pay to DSI, immediately upon demand, all sums for which DIRECTV has sought for reimbursement for Chargebacks related to Dealer’s purchase of one or more DIRECTV Systems from DSI.

2.1 “Chargeback” for this purpose includes, but is not limited to:

2.1.1 Failure to activate the Authorized DIRECTV System(s) with a DIRECTV Programming Package within ninety (90) days of the shipment date to Dealer. Subsequent activation of charged back DIRECTV System within forty five (45) days of the Chargeback ‐date shall result in a credit to Dealer, so long as DSI has been reimbursed by DIRECTV.

2.1.2 Dealer sells or activates any Authorized DIRECTV System(s), to a person or

entity other than a Qualifying subscriber. Dealer showrooms are not considered qualifying subscribers and that equipment must be purchased without PPC.

2.1.3 Dealer sells or activates any Authorized DIRECTV System(s), to a person or

entity outside the Channel for which the equipment was purchased.

2.1.4 All sums for which DIRECTV seeks reimbursement from DSI for direct Chargebacks to Dealer, which have not been paid by Dealer.

DIRECTV BUYDOWN EQUIPMENT AGREEMENT

2.2 Garnishments and Attachments. Dealer agrees and consents to the garnishment and attachment, by DSI, of all commissions due to Dealer from DIRECTV to satisfy all sums due under this DSI Dealer Agreement. Dealer authorizes DSI to notify DIRECTV to pay all commissions owing to Dealer, directly to DSI, to satisfy Dealer’s obligations to hereunder.

3. COLLATERAL. As a condition to this Agreement, Dealer shall deliver to DSI a Personal

Guarantee of Payment and either an Irrevocable Letter of Credit from the Dealer’s bank, in a sum acceptable to DSI, or a credit authorization form containing a valid credit card number, giving DSI authorization to charge said card in the event of Chargeback(s).

4. As a condition to this Agreement, Dealer shall deliver to DSI a Personal Guarantee of Payment

and either an Irrevocable Letter of Credit from the Dealer’s bank for a sum acceptable to DSI, or a credit authorization form containing a valid credit card number, giving DSI authorization to charge said card in the event of Chargeback(s).

IN WITNESS WHEREOF, this Agreement is hereby executed on the dates first written above. ____________________________________ DSI Distributing, Inc. Dealer

By: _________________________________ _________________________________ Signature of Dealer Officer

Its:__________________________________ Address: ____________________________________

DSI Account #: ________________ DIRECTV Residential CorpID #: ________ DIRECTV Residential Billing #: ____________

DIRECTV Commercial CorpID #: ________

DIRECTV D2Lite CorpID #: ________ DIRECTV D2Lite Billing #: ____________

DIRECTV Full MDU CorpID #: ________

DIRECTV Commercial Billing #: ___________

DIRECTV SMATV L&I CorpID #: ________

DIRECTV Full MDU Billing #: ____________

DIRECTV SMATV L&I Billing #: ____________ FAX THE COMPLETED AND SIGNED AGREEMENT TO YOUR LOCAL DSI TERRITORY AT ________________. DIRECTV Inventory Buy Down (Pre-paid Programming Commission)

Credit Card Form

Date: ___ / ___ / 20___ Company Name:_______________________________________

DSI Account #: _________________ DIRECTV CorpID # _____________

Credit Card# _________ - _________ - _________ - _________ Exp. Date: _______/________ CVV: ________ Credit Card Billing Address: ___________________________________________ (C)____________________________________ (S) ________ (Z) ____________ Name as it appears on Card:___________________________________ Card Signature:___________________________________________ I _____________________________ give my permission for DSI Distributing, Inc. to charge my credit card the corresponding amount of PPC on Appendix A for each DIRECTV System that does not activate within 90 days of purchase from DSI Distributing. NOTE: This PPC amount is subject to change at the discretion of DIRECTV. DSI Distributing, Inc. acknowledges that DSI Distributing will reimburse me the corresponding amount of PPC on Appendix A for each unit subsequently activated within 45 days of the termination of the DIRECTV Inventory Buy Down Program.

license before returning to DSI credit card before returning to DSI Please copy the front of your Please copy the front of your

Place your Drivers License Here Place your credit card here

My signature below indicates my consent and acknowledgement of the aforementioned transaction: Dealer Signature: _____________________________________________ Date Signed: ___________________

Appendix A

Receiver Type PPC Amount

HD DVR Advanced (Genie) $174.00 DIRECTV Model No:

HR44 200 R ‐ ‐ HR44NC 200 ‐HR44 500C R ‐ ‐ HR44NC 500 ‐HR44 700C R ‐ ‐ HR44NC 700 ‐HR44BP 200C R ‐ ‐ HR54BP 200 HR44BP 500 ‐ ‐ HR54BP 500‐ HR44BP 500C R ‐ ‐ HR54BP 700 ‐HR44BP 700 ‐ HR54NC 500 ‐HR44BP 700C R ‐ ‐

HD DVR Standard $125.00 DIRECTV Model No:

HR23 700C R ‐ ‐HR24 100C R ‐ ‐HR24 200C R ‐ ‐HR24 500C R‐ ‐

HD Advanced (Genie Lite) $65.00 DIRECTV Model No: H44BP‐

100 H44BP 500 ‐

HD Standard $50.00 DIRECTV Model No:

H24 100C R ‐ ‐ H25BP 100C R ‐ ‐H24 100 R ‐ ‐ H25BP 500C R ‐ ‐H24 200C R ‐ ‐ H25BP 700C R ‐ ‐H24 700C R ‐ ‐ H25MP 100 ‐H25 100C R ‐ ‐ H25MP 100C R ‐ ‐

H25 500C R ‐ ‐ H25MP 500C R H25 700C R ‐ ‐ ‐ ‐ H25MP 700C R‐ ‐

H25BP 100 ‐

DVR Standard $50.00 DIRECTV Model No: R22 100C‐ ‐

R R22 200C R‐ ‐

SD Standard $56.00

DIRECTV Model No: D12 100C R ‐ ‐D12MP 100C R ‐ ‐D12MP 300C R ‐ ‐D12MP 500C R ‐ ‐D12MP 700C R‐ ‐

4K Client (4K Genie Mini) $44.00 DIRECTV Model No:

C61KBP 700‐

HD Client (Genie Mini) $30.00 DIRECTV Model No:

C31BP 700C R ‐ ‐ C41MP 700C R ‐ ‐C41BP 100 ‐ C41WBP 100 ‐C41BP 100C R ‐ ‐ C41WBP 100C R C41BP 500C R ‐ ‐ ‐ ‐ C41WBP 500 ‐C41BP 700C R ‐ ‐ C41WBP 500C R ‐ ‐C41MP 100 ‐ C41WMP 100 ‐C41MP 100C R ‐ ‐ C41WMP 500 ‐C41MP 500 ‐ C51BP 100 ‐C41MP 500C R ‐ ‐ C51BP 500 ‐C41MP 700 ‐ C51BP 700‐

Wireless Video Bridge $30.00

DIRECTV Model No: WVBR0 01 ‐WVBR0 25‐

GenieGo $50.00

DIRECTV Model No: MDR2R0 01‐

** Current as of 1/1/2016

DSI ID # _________________________

DSI Distributing, Inc. ACH Payment Enrollment Form

To enroll in ACH payment, simply fill out this form and Return to DSI with voided check.

Attach a voided check for your checking account. This will help ensure that your money is deposited correctly. DO NOT ATTACH A DEPOSIT SLIP. John Q. Public 111 Main St 0101 Des Moines, IA Date____________________ Pay to the Order Of_______________________________________ $ ______________

_______________________________________________________________DOLLARS Main Street Bank

222 Main Street Des Moines, IA 50322 Memo___________________________ ______________________________

|¦012345678|¦ 123456789 ¦|Important! Please read and sign before submitting 0101

I hereby authorize DSI Systems Inc. (hereinafter “Company” to deposit any amounts owed me by initiating credit entries to my account in the financial institution (hereinafter “Bank”) indicated on this form. Further, I authorize Bank to credit any entries indicated by Company to my account. In the event that Company deposits funds erroneously into my account, I authorize Company to debit my account for an amount not to exceed the original amount of the erroneous credit. This authorization is to remain in full force and effect until Company and Bank have received written notice from me of its termination in such time and in such manner as to afford Company and Bank reasonable opportunity to act on it. Please mail a voided check attached to this form to: DSI ATTN: Accounting FAX Form & Voided Check 3601 109th Street or To 866-500-5087

Urbandale IA, 50322 Company Name:______________________________________ TAX ID # _________________ Account Holders Signature: ________________________________ Date:______________________ For Electronic Copy of Payment details please provide e-mail address(es) here: ______________________________________ _________________________________________

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