PARTICIPATING ADDENDUM(hereinafter Addendum)

ForNASPO VALUEPOINT COMPUTER EQUIPMENT

MASTER AGREEMENT NO. MNWNC-123(hereinafter Master Aqree,nent9

BetweenOracle America, Inc.(hereinafter ‘Contractor)

andState of Hawaii

(hereinafter Parlicipating State)

State of Hawaii, State Procurement Office (SPO) Price List Contract No. 15-05.

This Addendum will add the State of Hawaii as a Participating State to purchase from theNASPO ValuePoint Master Agreement Number MNWNC-123 with Oracle or its authorizedresellers.

1. Scope:

This Addendum covers NASPO ValuePoint (formerly WSCA-NASPO) ComputerEquipment. Peripherals & Related Services 2015-2020 led by the State of Minnesota foruse by state agencies and other entities located in the Participating State authorized bythe state’s statutes to utilize state contracts.

2. Participation:

All jurisdictions located within the State of Hawaii, which have obtained prior writtenapproval of its respective Chief Procurement Officer, will be allowed to purchase fromthe Master Agreement. Private nonprofit health or human services organizations withcurrent purchase of service contracts governed by Hawaii Revised Statutes (HRS)chapter 103F are eligible to participate in the SPO price/vendor list contracts uponmcitual agreement between the Contractor and the nonprofit. (Each such participatingjurisdiction and participating nonprofit is hereinafter referred to as a ‘ParticipatingEntity.”) Issues of interpretation and eligibility for participation are to be determinedsolely by the Administrator of the SPO.

3. Changes:

A. Usage Reports: Contractor shall submit a quarterly State of Hawaii gross salesreport to the Participating State contact person listed in Paragraph 5, below, (or asamended), in accordance with the following schedule:

Quarter Endh Reprt DueMarch 31 April 30June30 July31September 30 October 31December 31 January 31

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PARTICIPATING ADDENDUM

The quarterly report shall be subtotaled by each Participating Entity. The quarterlyreport shall also include any adjustments from prior periods.

B. The validity of this Addendum, any of its terms or provisions, as well as the rightsand duties of the parties to this Addendum, shall be governed by the laws of theState of Hawaii. Any action at law or in equity to enforce or interpret the provisionsof this Addendum shall be brought in a court of competent jurisdiction in Honolulu,Hawaii.

C. Inspection of Facilities. Pursuant to HRS §103D-316, the Participating State, atreasonable times, may inspect the part of the plant or place of business of theContractor or any subcontractor that is related to the performance of the MasterAgreement and this Addendum.

D. Campaign Contributions. The Contractor is notified of the applicability of HRS §11-355, which prohibits campaign contributions from Contractor during the term of theAddendum if the Contractor is paid with funds appropriated by the Hawaii StateLegislature.

E. Purchase under this Master Agreement is not mandatory. This Addendum issecondary and non-exclusive.

F. The State of Hawaii’s purchasing card (pCard) is required to be used by ParticipatingState’s executive departments/agencies, (excluding the Department of Education,the Hawaii Health Systems Corporation, the Office of Hawaiian Affairs, and theUniversity of Hawaii) for orders totaling less than $2,500. For purchases of $2,500 ormore. agencies may use the pCard, subject to its credit limit, or issue a purchaseorder.

Contractor shall forward original invoice(s) directly to the ordering agency. Generalexcise tax shall not be applied to the delivery charge.

Pursuant to HRS §103-10, Participating State and any agency of the ParticipatingState or any county, shall have thirty (30) calendar days after receipt of invoice orsatisfactory delivery of goods to make payment. Any interest for delinquent paymentshall be as allowed by HRS §103-10.

G. Pursuant to HRS §103D-310(c), if Contractor is doing business in the ParticipatingState, Contractor is required to comply with all laws governing entities doingbusiness in the Participating State, including the following HRS chapters.

1. Chapter 237, General Excise Tax Law;2. Chapter 383, Hawaii Employment Security Law;3. Chapter 386, Workers’ Compensation;4. Chapter 392, Temporary Disability Insurance:5. Chapter 393, Prepaid Health Care Act; and6. Certificate of Good Standing for entities doing business in the State.

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1’

PARTICIPATING ADDENDUM

The Hawaii Compliance Express (HCE) is utilized for verification of compliance. TheSPO will conduct periodic checks to confirm Contractor’s compliance on HOEthroughout the term of the Addendum.

H. Effective Date and Contract Period. This Addendum is effective upon the date ofexecution by the Participating State and shall continue for the term set forth in theMaster Agreement.

4. Lease Agreements:

Leasing is not authorized by this Addendum.

5. Primary Contact:

The primary contact individuals for this Addendum are as follows (or their namedsuccessors):

Participating StateName: Stanton MatoAddress: State Procurement Office

1151 Punchbowl Street, Room 416Honolulu, HI 96813

Telephone: (808) 586-0566Fax: (808) 586-0570E-Mail: stanton.dmatochawaii.gov

ContractorName: Andrea ArchieAddress: 1100 Abernathy Road NE, Building 500

Suite 1120, Atlanta, GA 30328Telephone: (770) 351-3797Fax:E-Mail: andrea. archieoracle. corn

6. Authorized Resellers:

Authorized Resellers are allowed under this Addendum.

7. Purchase Order and Payment Instructions:

All purchase orders issued by Participating Entities under this Addendum shall includethe Participating State contract number: SPO Price List Contract No. 15-05 and theNASPO ValuePoint Master Agreement Number MNWNC-123.

• Purchase Orders and Payments shall be made to Oracle America, Inc. orauthorized resellers, if any.

8. Participating Entity as Individual Customer:

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PARTICIPATING ADDENDUM

Each Participating Entity shall be treated as an individual customer. Except to the extentmodified by this Addendum, each Participating Entity will be responsible to follow theterms and conditions of the Master Agreement; and will have the same rights andresponsibilities for their purchases as the Lead State has in the MasterAgreement. Each Participating Entity will be responsible for its own charges, fees, andliabilities. Each Participating Entity will have the same rights to any indemnity or torecover any costs allowed in the Master Agreement for their purchases. The Contractorwill apply the charges to each Participating Entity individually.

Hardware and services terms and conditions for specific purchases, which are mutuallyagreed upon in writing by the Participating Entity and Oracle (or its authorized reseller).will be set forth in the ordering document and purchase order for such purchase.

9. Entire Contract:

This Addendum and the Master Agreement and Oracle Manufacturer’s Statement ofTerms (Exhibit A) set forth the entire agreement, and all the conditions, understandings,promises, warranties and representations among the parties with respect to thisAddendum and the Master Agreement, and supersedes any prior communications,representations or agreements whether, orat or written, with respect to the subjectmatter hereof.

Terms and conditions inconsistent with, contrary or in addition to the terms andconditions of this Addendum and the Master Agreement, that are included in anypurchase order or otherwise shall be void. The terms and conditions of this Addendumand the Master Agreement shall govern in the case of any such inconsistent, contrary, oradditional terms.

IN VIEW OF THE ABOVE, the parties execute this Addendum by their signatures, on the datesbelow.

Participating State: STATE OF HAWAII Contractor: Oracle America, Inc.

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EXHIBIT A

Manufacturer’s Statement of.Terms’

This Manufacturers Statement of Terms (the statement) is provided by Oracle Corporation, including its subsidiaries (“Oracle), Thisstatement applies to the Oracle products and services you have ordered from an Oracle authorized reseller.

1. Hardwarea. Your hardware order consists of the following items; operating system (as defined in your configuration), integrated software

and all hardware equipment (including components, options and spare parts) specified on the applicable order. The termhardware” is defined as the hardware equipment, including components, options and spare parts. The term ‘integrated

software is defined as software embedded in the hardware which is essential to hardware functionality (e.g., firmware).

b. You have the right to use the operating system delivered with the hardware subject to the terms of the license agreement(s)delivered with the hardware. Current versions of the license agreements are located at http://oracle.com/contracts. You arelicensed to use the operating system and any operating system updates acquired through technical support only asincorporated in. and as part of the hardware.

c, You have the limited, non-exclusive, royalty free, non-assignable iight to use integrated software delivered with the hardwaresubject to the terms of the applicable documentation You are licensed to use such integrated software and any integratedsoftware updates acquired through technical support only as incorporated in, and as part of the hardware,

U. The operating system and/or integrated software may include separate works, identified in a readme file, notice file or theapplicable documentation, which are licensed under open source or similar license terms; your rights to use the operatingsystem and integrated software under such terms are not restricted in any way by this statement. The appropriate termsassociated with such separate works can be found in the readme files, notice files or in the documentation accompanying theoperating system and integrated software.

For GPLv2, LGPLv2,1, GPLv3 and LGPLv3 licensed code received by you as binaries on physical media, if you would like toreceive a copy of the source code (“source code”) on media via postal service, submit your written request at<http;//oss.oracle.com/systems-opensourcecode >. Alternatively, you can mail your written request to Oracle Corporation,Attn: VP of Legal, Development and Engineering, 500 Oracle Parkway, MS-5OP1O, Redwood Shores, CA 94065, Yourrequest should include the name and version number of the product, your name, your company name (if applicable), yourreturn mailing address, and your email address. Certain source distributions require a fee for physical media, Should this bethe case, you will be sent details on the cost and payment procedure via email. Your request must be sent within three (3)years oí the date of our last delivery of the applicable product. This offer only applies if you received your operating systemand/or integrated software on physical media,

e. You may only make copies of the operating system and integrated software far archival purposes, to replace a defective copy.or for program verification. You shall not remove any copyright notices or labels on the operating system or integratedsoftware. You shall nat decompile or reverse engineer the operating system or integrated software.

f. Oracle may include additional programs on the hardware (e.g., Exadata Storage Server software). You are not authorized touse those programs unless you have a license specifically granting you the right to do so, If you would like a 30 day triallicense to use such programs contact Oracle or an Oracle authorized reseller.

g. You acknowledge that to operate certain hardware your facility must meet a minimum set of requirements as described in thehardware documentation. Such requirements may change from time to time, as communicated by Oracle to you in theapplicable hardware documentation.

2 Warrantya. Oracle provides a limited warranty (“Oracle Hardware Warranty) for (i) the hardware, (ii) the operating system and the

integrated software, and (iii) the operating system media and the integrated software media (collectively, “media”). Oraclewarrants that the hardware will be free from, and using the operating system and integrated software will not cause in thehardware, material defects in materials and workmanship for one year from the date the hardware is delivered to the deliverylocation. Oracle warrants that the media will be free from material defects in materials and workmanship for a period of 90days from the date the media is delivered to the delivery location, You may access a more detailed description of the OracleHardware Warranty at hpJ/ .oracle.com/Usifluppo ies/indtml (“the warranty web page”). Any changes to theOracle Hardware Warranty specified on the warranty web page will not apply to hardware or media ordered prior to suchchange. The Oracle Hardware Warranty applies only to hardware and media that have been (1) manufactured by or forOracle, and (2) sold by Oracle (either directly or by an Oracle-authorized distributor). The hardware may be new or like new.The Oracle Hardware Warranty applies to hardware that is new and hardware that is like-new which has beenremanufactured and certified for warranty by Oracle.

b. FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITYSHALL BE: (I) THE REPAIR OR, AT ORACLE’S OPTION AND EXPENSE, REPLACEMENT OF THE DEFECTIVEPRODUCT, OR (ii) IF SUCH REPAIR OR REPLACEMENT IS NOT REASONABLY ACHIEVABLE, THE REFUND OF THEFEES YOU PAID ORACLE FOR THE DEFECTIVE PRODUCT AND THE REFUND OF ANY UNUSED PREPAID

Ocie’s Manufscturer’s Sialement of Terms v04061 2Page I of 2

EXHIBIT A

TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE DEFECTIVE PRODUCT. TO THE EXTENT NOT PROHIBITEDBY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIESOR CONDITIONS WITH RESPECT TO THE ABOVE ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS OfMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

c. Replacement units for defective parts or components replaced under the Oracle Hardware Warranty may be new or like newquality. Such replacement units assume the warranty status of the hardware into which they are installed and have noseparate or independent warranty of any kind. Title in all defective parts or components shall transfer back to Oracle uponremoval from the hardware.

d. ORACLE DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE HARDWARE,OPERATING SYSTEM, INTEGRATED SOFTWARE OR MEDIA.

e. No warranty will apply to any hardware, operating system. inteorated software or media which has been:0) modified, altered or adapted without Oracle’s written consent (including modification or removal of the Oraclei’Sun

serial number tag on the hardware);(ii) maltreated or used in a manner other than in accordance with the relevant documentation;(iii) repaired by any third party in a manner which fails to meet Oracle’s quality slandards;tiv) improperly installed by any party other than Oracle or an authorized Oracle certified installation partner;(v) used with equipment or software not covered by the Oracle Hardware Warranty, to the extent that the problems are

attributable to such use;(vi) relocated, to the extent that problems are attributable to such relocation;(vii) used directly or indirectly in supporting activities prohibited by U S. or other national export regulations;(viii) used by parties appearing on the most current U.S. export exclusion list;(ix) relocated to countries subject to US, trade embargo or restrictions,fx) used remotely to facilitate any activities in the countries referenced in (ix) above; orfx). purchased from any entity other than Oracle or an Oracle authorized distributor.

f. The Oracle Hardware Warranty does not apply to normal wear of the hardware or media. The Oracle Hardware Warranty isextended only to the original purchaser or original lessee of the hardware and rriay be void in the event that title to thehardware is transferred to a third party,

3. Oracle Hardware and Systems SupportII ordered, Oracle Hardware and Systems Support (including first year and all subsequent years) is provided under Oracle’sHardware and Systems Support Policies in effect at the time the services are provided, You agree to cooperate with Oracle andprovide the access, resources, materials, personnel, information, and consents that Oracle may require in order to perform theservices. The Oracle Hardware and System Support Policies, incorporated herein, are subject to change at Oracle’s discretion;however, Oracle will not materially reduce the level of services provided during the period for which fees for Oracle Hardware andSystems Support have been paid. You should review the policies prior to entering into an order, You may access the currentversion of the Oracle Hardware and System Support Policies athftp]/w,oracle.com/us/suooert/pohcies/index.html.

Oracle warrants that services will be provided in a professional manner consistent with ndustry standards. You must notify Oracleof any services warranty deficiencies within 90 days from performance of the deficient services, FOR ANY BREACH OF THISWARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE THE REPERFORMANCE OF THEDEFICIENT SERVICES; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLYREASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES YOU PAID TO ORACLEFOR THE DEFICIENT SERVICES.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIALDAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE’S MAXIMUM LIABILITY FOR ANYDAMAGES ARISING OUT OF OR RELATED TO THE ORACLE HARDWARE AND SYSTEMS SUPPORT WHETHER INCONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID ORACLE FORTHE ORACLE HARDWARE AND SYSTEMS SUPPORT SERVICE GIVING RISE TO THE LIABILITY.

4. ExportExpert laws and regulations of the United States and any other relevant local export laws and regulations apply to the programsand hardware (including any integrated software and operating system(s)). You agree that such export laws govern your use ofthe programs (including technical data), hardware (including any integrated software and operating system(s)) and any servicesdeliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including ‘deemedexpert” and “deemed re-export” regulations), You agree that no data, information, program, hardware (including any integratedsoftware and operating system(s)) and/or materials resulting from services (or direct product thereof) will be exported, directly orindirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear,chemical, or biological weapons proliferation, or development of missile technology. You shall include the following notice onpacking lists, commercial invoices, shipping documents and other documents involved in the transfer, export or re-export of theprograms and hardware (including any integrated software and operating system(s)) ‘These commodities, technology, software orhardware (including any integrated software and operating system(s)) were exported in accordance with the U.S. ExportAdministration Regulations and applicable export laws. Diversion contrary to applicable export laws is prohibited.’

Manuisciurer’s Statement o Terms v04061 2

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