Master Purchase Agreement

This Master Purchase Agreement (this "Agreement"), as most recently updated June 2026, is by and between LTT Partners LLC ("LTT"), an Oregon limited liability corporation, with offices located at 2175 NW Raleigh St, Ste 110, Portland, Oregon 97210, and its "Customers."

1. Product Resale
Customer desires to obtain hardware and/or software and/or licensing products from LTT for valuable consideration as agreed upon and defined in Exhibit A (the "Products"), the first of which (A-1) is attached as of the Effective Date, and LTT is an authorized reseller of the Products.

2. Terms and Conditions
LTT is willing to provide the Products to Customer under the terms and conditions of this Agreement as agreed upon in Exhibit B (the "Sales Terms"), and Customer agrees to the Sales Terms.

3. Warranties
Customer has read, understands, and agrees to the waiver and limitation of liability provisions (the "Waiver and Limitation of Liability") at Exhibit C.

4. Term
This Agreement shall commence on the Effective Date and remain in effect until terminated as set forth below in Section 5 ("Termination").

5. Termination
Either Party may terminate this Agreement, in part or in whole, without cause upon providing thirty (30) days' advance written notice to the other Party. This Agreement may also be terminated With Cause. "With Cause" shall mean either Party:

• (i) commits a crime involving dishonesty, breach of trust, or physical harm to any person;
• (ii) willfully engages in conduct that is in bad faith and materially injurious to another Party, including but not limited to misappropriation of trade secrets, fraud, or embezzlement;
• (iii) commits a material breach of this Agreement, which breach is not cured within the Cure Period as specified below;
• (iv) willfully refuses to implement or follow a lawful policy or directive as specified in the Terms and Conditions, which breach is not cured within the Cure Period as specified below; or
• (v) engages in misfeasance or malfeasance demonstrated by a failure to perform contractual duties diligently and professionally.

To effect a With Cause termination, the non-breaching Party shall deliver to the breaching Party a written notice detailing the nature of the breach and giving the breaching Party ten (10) days to cure (the "Cure Period"). If the breach is cured to the satisfaction of the non-breaching Party within the Cure Period, this Agreement shall remain in full force and effect. Otherwise, this Agreement shall terminate immediately upon expiration of the Cure Period. If the Agreement is terminated With Cause, the breaching Party shall immediately reimburse the non-breaching Party for all costs, fees, interest, and damages, including reasonable attorneys' fees, arising under or related to the breach. Termination of the Agreement shall not effect termination of a purchase order that has been accepted, which may be terminated only according to its terms.

6. Billing and Payment
LTT shall submit invoices to Customer detailing the nature, time, amount, and cost of products provided pursuant to this Agreement. Unless otherwise specified in Schedule A attached hereto, the following terms apply:

• (a) Invoicing. Customer shall pay invoices within 15 days of the invoice date; provided, however, that for invoices greater than $10,000.00 the payment period shall be extended to 30 days. Customer shall make all payments by wire transfer, ACH, or cashier's check in US dollars. Customer shall pay interest on all late payments at the lesser of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse LTT for all costs incurred in collecting late payments, including attorneys' fees.
• (b) No Setoff. Customer shall not, and acknowledges that it shall have no right under this Agreement, any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed to LTT or any of its affiliates against any amount owed to Customer by LTT or its affiliates, whether relating to LTT's breach or non-performance of this Agreement or otherwise.

7. Additional Support Services
Additional onsite support services, unless otherwise stated, start at $150/hr. Remote service rates are TBD per scope.

8. Amendments
Amendments to this Agreement must be made in writing and signed by authorized representatives of both Parties before they can become effective.

9. Notices
All notices, consents, and approvals under this Agreement shall be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at the address set forth below, and are deemed delivered when received:

LTT Partners LLC
2175 NW Raleigh St, Ste 110
Portland, OR 97210
Tel: (503) 545-7794

10. Confidential Information
"Confidential Information" means any information disclosed at any time by either Party or its directors, officers, employees, and agents (collectively, "Representatives") to the other Party in anticipation of or during the Parties' relationship — directly or indirectly, in writing, orally, or by inspection of tangible objects — pertaining to such Party's business, including without limitation marketing, financial, employee, planning, service or product purchase or performance agreements, pricing, and other confidential or proprietary information. Confidential Information does not include information which:

• (i) was publicly known prior to disclosure by the disclosing Party;
• (ii) becomes publicly known after disclosure through no action or inaction of the receiving Party;
• (iii) is already in the possession of the receiving Party without breach of any third party's confidentiality obligations;
• (iv) is obtained from a third party without breach of that third party's confidentiality obligations; or
• (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

11. Disclosure of Confidential Information
Both Customer and LTT shall: (i) hold all Confidential Information in confidence and use it only in connection with the Products provided under this Agreement; (ii) use no less than the same care to prevent unauthorized disclosure as used with their own Confidential Information of a similar nature, and no less than the care a reasonable person would use under similar circumstances; (iii) to the extent required by court order or law, disclose only the Confidential Information necessary to comply; and (iv) disclose Confidential Information only to Representatives with a need to know. Each Party shall be liable for any breach of this Agreement by its Representatives. Neither Party shall disclose Confidential Information to third parties without the other Party's prior written consent.

12. Injunctive Relief
Each Party acknowledges that actual or threatened breach of confidentiality obligations under Section 11 would likely cause irreparable harm not fully remedied by monetary damages. Each Party therefore agrees the non-breaching Party may seek injunctive or other equitable relief as necessary to prevent such breach without the necessity of proving actual damages.

13. Legal Process
In the event either Party receives a subpoena, request for production of documents, court order, or governmental requirement to disclose Confidential Information ("Legal Process"), the recipient shall, if permitted by law, give prompt written notice to the other Party so that Party may seek a protective order or other relief. Where a Party is required to respond to Legal Process involving the other Party (but not as adverse parties), the responding Party shall be entitled to recover all reasonable costs, fees, and expenses incurred, including reasonable attorneys' fees.

14. Governing Law
The validity, interpretation, and performance of this Agreement, as well as the rights and duties of the Parties, shall be governed by the laws of the State of Oregon. Any action arising out of or related to this Agreement shall be brought in the appropriate state court sitting in Multnomah County, Oregon, and the Parties submit to the jurisdiction of such court.

15. Insurance
Both LTT and Customer agree to maintain general liability and workers' compensation insurance for the term of this Agreement.

16. Severability
If any part, term, or provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect as if the Agreement had been executed with the invalid portion eliminated.

17. Assignment
Neither Party may assign, transfer, or sell its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

18. Waiver of Breach
No waiver or delay in enforcement of any breach shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

19. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations caused by forces or circumstances beyond its reasonable control and without fault or negligence on its part, including but not limited to Acts of God, acts of civil or military authority, fires, floods, epidemics, quarantines, and civil commotion. The Party unable to perform shall promptly notify the other Party in writing and take all reasonable steps to remove such impediments.

20. Independent Contractor Relationship
LTT (and its employees and agents, if any) shall provide the Products as an independent contractor. Nothing in this Agreement is intended or shall be interpreted as creating an employer-employee, partnership, or joint venture relationship between Customer and LTT or any of LTT's employees or agents.

21. Integration
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. The terms and conditions of this Agreement shall control over any conflicting terms in LTT's agreement, rate schedule, invoice, or other documentation, and supersede all prior written or verbal agreements between the Parties.

22. Section Headings
Section headings are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

23. Third Party Beneficiaries
The Parties do not intend to create, nor shall there be, any third-party beneficiaries to this Agreement.

24. Counterparts
This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement. The Parties may execute by exchange of signed copies, which shall constitute admissible evidence of the existence of this Agreement.

25. Binding Effect
This Agreement shall be binding upon the heirs, successors, permitted assigns, and personal representatives of the Parties. The persons executing this Agreement warrant that they have the authority to bind Customer and LTT to its terms and conditions.

26. Survival
Any terms and conditions which by their nature require performance after termination or expiration of this Agreement — including without limitation limitations of liability, confidentiality obligations, exclusions of damages, indemnification obligations, and governing law — shall remain enforceable after such termination or expiration for any reason.

Exhibit A — Sales Terms

The terms and conditions are limited to those contained in this Agreement. Any additional or different terms or conditions in any form delivered by Customer are hereby deemed material alterations, and notice of objection to and rejection of them is hereby given.

Returns

Customer may return Products within 30 days from the date of the applicable purchase order for any reason. Thereafter, returns are not approved. In the event of material defect or exchange, Customer is subject to the provider's warranty terms and conditions. To request a return or exchange, Customer must notify LTT within 30 days of purchase by emailing support@lttpartners.com. Notice must clearly state: the details of the product to be returned, when Customer purchased the hardware, the serial numbers of the applicable hardware unit(s), Customer's reason for return, and Customer's name, mailing address, email address, and daytime phone number. If approved in LTT's sole discretion, Customer must return the hardware unit(s) with all included accessories and the RMA within 2 days following LTT's approval. LTT will replace the hardware in its sole discretion.

Returned products are subject to a reasonable handling charge. All returns are subject to a restocking fee, currently 5%, which LTT may amend upon 30 days' notice to Customer.

Hardware Warranties

General. Verkada represents to the original purchaser that for a period of 10 years from the date of shipment to the location specified on the purchase order, the hardware will be substantially free of defects in materials and workmanship ("Hardware Warranty").

Remedies. Customer's sole and exclusive remedy, and Verkada's (and its suppliers' and licensors') sole and exclusive liability, for a breach of the Hardware Warranty will be, in Verkada's sole discretion, to replace the non-conforming hardware. Replacement may be made with a new or refurbished product or components. If the hardware or a component is no longer available, Verkada may replace the unit with a similar product of similar function. Any hardware replaced under the Hardware Warranty will be covered for the longer of (a) 90 days from the date of delivery, or (b) the remainder of the original 10-year Hardware Warranty period.

• Full Warranty information (Section 3): https://www.verkada.com/support/terms-of-sale/
• Verkada End User Agreement: https://www.verkada.com/support/terms-of-sale/
• Verkada Privacy Policy: https://www.verkada.com/trust/#privacy
• Verkada Service Level Agreement: https://www.verkada.com/support/sla/
• Verkada Licensing & Renewals: https://help.verkada.com/en/articles/2789484-licensing

LTT may offer suggestions or advice relating to product selection, placement, systems integration, and other professional matters. LTT offers no warranty of any kind relating to Customer's needs, and Customer cannot rely on LTT's recommendations as being applicable to Customer's specific needs. LTT Partners may sell or refer products from various providers or manufacturers, whose terms and conditions may apply and can be provided upon request. LTT expressly disclaims all liability for foreseeable harms — including without limitation theft and damage — resulting from security systems that are inoperable, not placed to observe the harm, or not monitored. Customer acknowledges that products may be subject to manufacturer agreements, and that Customer is solely responsible for reviewing and accepting those terms. Customer acknowledges that LTT is not liable for contracts made between Customer and vendors. LTT Partners may recommend or provide quotes for installation by licensed and bonded third-party contractors.

Interest will accrue at 1.5% per month, or the maximum allowed by law if lower, on any unpaid invoices. Customer agrees to pay all costs incurred by LTT in pursuing past-due payments, including collection agency commissions and attorneys' fees.

Ownership
All intellectual property rights in all security products, systems, installation documents, data, know-how, methodologies, software, and other materials provided or used by LTT that were developed or acquired prior to or independently of this Agreement shall be owned exclusively by the respective licensors.

Restrictions
Customer will not:

• (i) use (or allow a third party to use) the Products to monitor their availability, security, performance, or functionality, or for any benchmarking or competitive purposes, without LTT's express written consent;
• (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products;
• (iii) modify, create derivative works from, decompile, reverse engineer, attempt to access the source code of, or copy the Products or any components; or
• (iv) use the Products for any fraudulent, malicious, or illegal activities or in contravention of any applicable laws or regulations (each of (i) through (iv), a "Prohibited Use").

Customer agrees not to do or attempt to do any of the following without LTT's express prior written consent:

• (i) resell, white label, or reproduce the Products or any individual element thereof;
• (ii) access, tamper with, or use non-configurable portions of the Products except as provided in the documentation;
• (iii) probe, scan, or test the vulnerability of any Products or breach any security or authentication measure;
• (iv) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by LTT or its providers to secure intellectual property contained in the Products;
• (v) transfer, copy, modify, sublicense, lease, lend, rent, or otherwise distribute the Products to any third party;
• (vi) unless permitted under applicable law, decipher, disassemble, decompile, or reverse engineer any aspect of the Products;
• (vii) hack into, disable, disrupt, or access without authorization any part of the Products;
• (viii) perform benchmark testing on the Products;
• (ix) violate any applicable law or regulation; or
• (x) encourage or enable any other individual to do any of the foregoing.

LTT has the right to investigate violations of these Sales Terms or conduct that affects the Products, and may consult and cooperate with law enforcement to prosecute users who violate the law.

Exhibit B — Waiver and Limitation of Liability

EXCEPT AS SPECIFIED IN A PRODUCT SPEC SHEET FROM THE MANUFACTURER, THE PRODUCTS ARE PROVIDED TO CUSTOMER BY LTT ON AN "AS IS" BASIS. COMPANY DOES NOT PROVIDE ANY WARRANTIES OF ANY KIND TO THE CUSTOMER. LTT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PRODUCTS IT SELLS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MANUFACTURER WARRANTIES, INDEMNITIES, OR REMEDIES PROVIDED TO THE COMPANY, IF ANY, AND IF AUTOMATICALLY TRANSFERABLE, WILL PASS THROUGH TO THE CUSTOMER. IF THE MANUFACTURER PROVIDES NO WARRANTY ON ITS PRODUCT, THEN THE CUSTOMER WILL HAVE NO RECOURSE REGARDING THAT PRODUCT. LTT OFFERS NO WARRANTY OF ANY KIND ON BEHALF OF A THIRD PARTY, INCLUDING WHETHER OR NOT A WARRANTY IS AVAILABLE FROM THE MANUFACTURER, AND CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE AVAILABILITY OF MANUFACTURER'S WARRANTY. LTT WILL REASONABLY ASSIST CUSTOMER IN REPORTING DEFECTS UNDER THE MANUFACTURER'S WARRANTY TO MANUFACTURER.

CUSTOMER HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS, NOW KNOWN OR HEREAFTER KNOWN IN ANY JURISDICTION, AGAINST LTT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, SUCCESSORS, ASSIGNS, AND AFFILIATES, ARISING OUT OF OR ATTRIBUTABLE TO THE CONSULTING, WHETHER ARISING OUT OF THE NEGLIGENCE OF LTT OR OTHERWISE.

IN CONNECTION WITH ANY ACTION OR LITIGATION, INCLUDING APPELLATE OR BANKRUPTCY PROCEEDINGS, ARISING OUT OF OR RELATED TO ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, THE NON-PREVAILING PARTY SHALL PAY ALL REASONABLE ATTORNEYS' FEES AND COSTS OF THE PREVAILING PARTY.

THE CUSTOMER VOLUNTARILY ASSUMES ALL RISK AND/OR DANGER OF PROPERTY DAMAGE, INJURY, DEATH, AND ANY OTHER HAZARDS THAT MAY ARISE FROM THE CUSTOMER'S USE OF THE PRODUCTS. THE CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST THE COMPANY, INCLUDING THOSE BASED ON NEGLIGENCE OR CONTRACT, AND RELEASES THE COMPANY FROM ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE, OR INJURY, INCLUDING DEATH, THAT THE CUSTOMER OR ITS EMPLOYEES, CONTRACTORS, REPRESENTATIVES, OR ANY OTHER PERSON ASSOCIATED WITH THE CUSTOMER MAY SUFFER AS A RESULT OF THE USE OF THE PRODUCTS.

Last updated: June 2026