At all times, the Device is and shall remain the exclusive personal property of Rohrer. Title to the Device shall not pass to Customer under any circumstances, and nothing in these Terms or in any communication between the parties shall be construed as transferring ownership of the Device to Customer. The Device is placed at Customer's premises solely for the limited rental, training, service, and support purposes described in these Terms.

Customer acknowledges and agrees that Rohrer will file a UCC-1 Financing Statement with the applicable Secretary of State (or equivalent filing office) in the state where the Device is located, identifying Rohrer as the secured party and the Device as collateral. This filing is made solely to perfect and provide public notice of Rohrer's continuing ownership interest in the Device. Customer hereby authorizes Rohrer to file, amend, and continue such financing statements and any related documents as Rohrer deems necessary throughout the placement period and until the Device is returned to Rohrer or a Discretionary Transfer (as defined in Section 14) is effected.

At any time during the first twelve (12) months following the Installation Date as documented by Rohrer (the "Acquisition Window"), Customer may submit a written request to Rohrer expressing its interest in acquiring the Device by outright purchase (an "Acquisition Request"). Rohrer shall have no obligation to accept any Acquisition Request and may decline for any reason or no reason, in its sole and absolute discretion.

If Rohrer elects, in its sole discretion, to proceed with a sale following receipt of an Acquisition Request, the following shall apply:

• (a) Purchase Price. The purchase price shall be determined by reference to Rohrer's internal benchmark for the fair market value of the Device during the Acquisition Window, reflecting its estimated depreciated value. In connection with any sale Rohrer elects to make during the Acquisition Window, Rohrer may, at its sole discretion, apply a credit equal to the aggregate Monthly Rentals paid by Customer through the closing date, as a commercial accommodation in recognition of Customer's rental history. Customer acknowledges that: (i) Monthly Rentals paid prior to any acquisition are and remain consideration for the right to use the Device during the rental period and do not constitute payments toward any purchase price; and (ii) any credit applied by Rohrer at closing is a separate commercial concession made at Rohrer's discretion at the time of the sale, and not a contractual entitlement arising from these Terms.
• (b) Separate Instrument. Any acquisition shall be documented in a separate written purchase and sale agreement, executed by both parties, which shall govern the transfer of title and shall terminate this RAP arrangement effective upon closing and receipt of full payment. Until a separate purchase and sale agreement is fully executed and payment received in full, no acquisition shall be deemed to have occurred and these Terms shall continue in full force.
• (c) No Contractual Right. Customer acknowledges that this Section 1.3 confers no option, entitlement, right of first refusal, or enforceable right to acquire the Device, and that Rohrer's election to proceed with any sale is entirely voluntary. Customer has not entered into these Terms in reliance upon acquiring the Device during the Acquisition Window or at any other time.
• (d) Tax Consequences. Customer shall be solely responsible for any and all sales tax, use tax, or other transfer taxes arising from an acquisition transaction. Such taxes will be separately stated on the purchase invoice. Customer is encouraged to consult its own tax advisor in connection with any acquisition.

For the avoidance of doubt, the Monthly Rental is not, and shall not be construed as, an installment payment toward any purchase of the Device. Customer acquires no ownership interest in the Device through the payment of Monthly Rentals. The RAP arrangement constitutes a true rental, and Rohrer retains title to the Device at all times unless and until a separate purchase and sale agreement is fully executed and all consideration has been received by Rohrer.

Customer shall not remove, obscure, alter, or deface any serial number, identification plate, label, or other marking on the Device indicating Rohrer's ownership.

Customer shall not sell, assign, transfer, pledge, mortgage, sublicense, sublet, or otherwise encumber or dispose of the Device or any interest therein, or permit any lien, charge, or other encumbrance to attach to the Device. Any purported encumbrance shall be void.

The Device shall be kept solely at the address specified in the Order Form or Device Placement Schedule. Customer shall not relocate the Device without Rohrer's prior written consent, which shall not be unreasonably withheld.

Upon execution of these Terms and the accompanying Order Form, Customer shall pay Rohrer a one-time clinical training and education fee in the amount set forth in the Order Form (the "Initial Fee"). The Initial Fee covers: standard on-site clinical training by Rohrer-certified personnel; clinical education materials and Device-specific instructional resources as determined by Rohrer.

The cost of freight, shipping, delivery, and transportation is not included in the Initial Fee and shall be billed separately and itemized on the invoice, which shall be due and payable in accordance with its terms.

The Initial Fee does not represent consideration for any transfer of ownership, lease, rental, or any other property right in the Device. No tangible personal property passes to Customer in exchange for the Initial Fee.

Customer shall have thirty (30) calendar days from the Installation Date (the "Evaluation Period") to evaluate the Device. Note: The "Installation Date" shall mean the date on which Rohrer provides clinical education and installation support to Customer, as determined and documented by Rohrer in its reasonable discretion.

If Customer determines in good faith that the Device does not meet its reasonable clinical expectations, Customer may return the Device by written notice to Rohrer before the Evaluation Period expires. Any return shall be subject to Rohrer's verification and confirmation. No return shall be effective without Rohrer's prior written authorization and issuance of return instructions.

Upon Rohrer's receipt and inspection of the Device, and confirmation that all return requirements have been satisfied (including any reasonable documentation from Customer as requested by Rohrer), Rohrer shall refund the Initial Fee, less any non-refundable amounts expressly identified herein, within fifteen (15) business days.

Customer's right to return the Device during the Evaluation Period is expressly conditioned upon the following:

• (a) All freight, shipping, transportation, delivery, handling, and similar charges are non-refundable;
• (b) The Device must be returned to Rohrer, at Customer's risk of loss, in the same condition as delivered, in full working order, and with all original components, accessories, manuals, software, and other items originally provided;
• (c) Customer shall not be entitled to any refund if Customer, its personnel, or any third party acting on its behalf generated revenue, charged patients, received reimbursement, or otherwise commercially used the Device during the Evaluation Period;
• (d) This evaluation and return right applies only to the initial placement of the Device and may not be exercised in connection with any replacement, upgrade, relocation, renewal, or subsequent placement;
• (e) The Device must be returned using the original packaging supplied by Rohrer or alternative packaging expressly approved by Rohrer in writing. If the original packaging is unavailable, Rohrer may procure and ship replacement industrial-grade packaging and approved shipping materials to Customer, and Customer shall reimburse Rohrer for the actual costs associated with such replacement packaging and shipping materials in an amount not to exceed $600;
• (f) Customer shall be solely responsible for any loss, damage, or diminution in value resulting from improper packaging, improper shipment, misuse, neglect, alteration, unauthorized repair, or failure to follow Rohrer's return instructions; and
• (g) Rohrer reserves the right to deduct from any refund amount the reasonable cost to repair, refurbish, replace missing components, or restore the Device to the condition required under this Section.

Customer shall take no action that would adversely affect Rohrer's title to or interest in the Device at any time. Customer shall promptly notify Rohrer of any defective or malfunctioning Device and shall not undertake any repairs or modifications to the Device without the express written consent of Rohrer.

Upon delivery of the Device, irrespective of the title remaining with Rohrer, Customer shall bear all risk of loss, damage, destruction, theft, taking, confiscation, or requisition, partial or complete, of or to Device or its use, caused or occasioned by acts or omissions of Customer, any of its agents, or any third-party ("Loss"). Customer shall notify Rohrer in writing within five (5) business days of learning of any such Loss. If Rohrer determines, in its sole discretion, that a Loss has materially impaired the Device or its use, Customer shall pay to Rohrer, within thirty (30) days of Rohrer's demand, the loss value of Device as determined by Rohrer and all actual costs incurred as part of Rohrer's replacement efforts (i.e. transportation costs, etc.).

Except as provided in Section 2.4, the Initial Fee is non-refundable for any reason once training has been scheduled or delivered.

Customer represents, warrants, and covenants that it, and all physicians, practitioners, operators, employees, contractors, and other personnel who use or have access to the Device, are and shall remain properly trained, qualified, licensed, registered, certified, credentialed, and otherwise authorized under all applicable federal, state, and local laws, rules, regulations, professional standards, and licensing requirements to perform aesthetic procedures, operate the Device or other energy-based devices, and conduct its business. Customer shall ensure that all personnel involved in the use, handling, operation, maintenance, or storage of the Device comply with these Terms, Rohrer Documentation, and all applicable laws and regulations. Customer shall be responsible for and liable for all acts and omissions of such personnel.

Customer acknowledges and agrees that any training, education, guidance, materials, protocols, recommendations or ongoing support provided by Rohrer are limited solely to the operational use, functionality, and navigation of the Device and are not intended to constitute, and shall not be construed as, medical advice, clinical instruction, professional supervision, licensure, credentialing, certification, or a determination of clinical competency. Customer is solely responsible for ensuring that all operators possess the training, experience, credentials, and clinical judgment necessary to safely and lawfully use the Device.

Customer further acknowledges and agrees that Rohrer is not engaged in the practice of medicine, nursing, or any other licensed healthcare profession and does not provide medical, clinical, legal, reimbursement, or regulatory advice. Customer shall have sole responsibility for patient selection, treatment planning, treatment settings and parameters, informed consent, supervision of personnel, patient monitoring, clinical decision-making, patient outcomes, recordkeeping, and compliance with all applicable laws, regulations, professional standards, and licensing requirements relating to the ownership, operation, or use of the Device.

Having read and accepted these Terms, Customer expressly acknowledges and agrees that Rohrer shall have no responsibility or liability arising from or relating to the clinical use of the Device, including any medical treatment, procedure, patient outcome, adverse event, operator error, regulatory noncompliance, credentialing deficiency, or violation of applicable laws, regulations, or licensing requirements by Customer or its personnel.

Following the initial placement of the Device, Customer shall pay Rohrer a recurring monthly fee in the amount set forth in the Order Form (the "Monthly Rental") and shall otherwise comply with all terms and conditions of these Terms. The Monthly Rental during the rental period only covers the following bundled program elements, subject to commercially reasonable availability and Customer's compliance with these Terms:

• The right to access and use the Device at Customer's premises (Device rental);
• Ongoing virtual Device-specific training support. Any new onsite training at the request of Customer must be separately contracted and will incur a training fee. The clinical training fee cost is available on request.
• Continued service and support, during any period in which the Device is covered by the Manufacturer's Warranty, or Customer has purchased and maintains an active Annual Service Contract, including corrective maintenance through repair, replacement, exchange, or provision of a loaner Device, as determined by Rohrer;
• Access to Rohrer's technical support helpline and service personnel; and
• Access to Rohrer's Documentation through Rohrer's portal.
• It is agreed, understood and accepted by Customer that such service and support requires coverage under the Manufacturer's Warranty or Customer's prior purchase and continued maintenance of an active Annual Service Contract.

Manufacturer's Warranty — First 12 Months. Subject to Section 13 of these Terms, the Device is supplied with a manufacturer's warranty covering the first twelve (12) months from the Installation Date ("Manufacturer's Warranty"). During this Warranty Period, eligible manufacturing defects will be remedied by Rohrer at no additional charge to Customer, subject to the terms of the manufacturer's warranty and service contract detailed in these Terms.

Annual Service Contract — From Month 13 Onwards. Subject to Section 13 of these Terms, with effect from the first twelve-month anniversary of the Installation Date, and on each subsequent twelve-month anniversary thereafter for the duration of the placement, Customer shall be automatically invoiced for an annual service contract (the "Annual Service Contract") at the rate set out in the Order Form, initially $3,500 per annum. Customer, by signing these Terms, expressly subscribes to and authorizes the automatic invoicing and payment of the Annual Service Contract on each anniversary. The Annual Service Contract forms part of the RAP and covers ongoing maintenance, software updates, and technical support for the Device for the relevant twelve-month period. The Annual Service Contract fee shall be subject to annual escalation on the same basis as the Monthly Rental under Section 3.5. The Annual Service Contract fee is due and payable within five (5) days of invoice, and is non-refundable once paid, including upon expiration, early termination, repossession, or any approved Discretionary Transfer, except to the extent Rohrer expressly agrees otherwise in a separate written agreement. Failure to pay the Annual Service Contract fee shall constitute an Event of Default under Section 6.

Customer acknowledges that the Monthly Rental includes compensation for the rental of the Device — that is, the right to access and use the Device, which remains Rohrer's property, at Customer's premises.

Rohrer reserves the right, on reasonable advance notice (except in emergencies), to access the Device remotely for diagnostic, troubleshooting, or safety-related purposes. Customer shall have access to Rohrer's technical support personnel for remote guidance and assistance. Customer acknowledges that support under this RAP is provided remotely and does not include on-site service, maintenance, or technical support unless otherwise expressly agreed to by Rohrer in writing.

The Monthly Rental is due and payable on the first day of each calendar month. Customer shall provide valid bank account details and hereby authorizes Rohrer to debit the Monthly Rental, the Annual Service Contract fee, or any other amounts due via ACH on the due date.

If an ACH debit fails or is returned for any reason, Rohrer will charge the credit card on file as a fallback. Any payment processed via credit card will attract an additional surcharge of 3.0% of the amount charged. Customer is responsible for maintaining current and accurate bank account and credit card details with Rohrer at all times. Invoices outstanding beyond five (5) days of the due date will accrue a late payment charge of 5.0% per month (or the maximum rate permitted by applicable law, if lower).

Customer shall notify Rohrer in writing of any good-faith invoice dispute within three (3) calendar days after the invoice date, specifying the disputed amount and basis for the dispute. Customer shall timely pay all undisputed amounts and may not withhold, offset, recoup, or deduct any amounts due to Rohrer. Any invoice not disputed within such period shall be deemed accepted, and failure to timely pay undisputed amounts shall constitute a payment default under Section 6.

On each twelve-month anniversary of the Installation Date (each, an "Adjustment Date"), the then-current Monthly Rental and Annual Service Contract fee will each automatically increase by an amount equal to the lesser of: (a) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the preceding twelve-month period; and (b) five percent (5%). By signing these Terms, Customer acknowledges and agrees to this automatic annual escalation and waives any requirement for further notice of the increase beyond the disclosure in these Terms. The maximum increase in any twelve-month period shall not exceed five percent (5%) regardless of CPI-U movement.

Rohrer utilizes a proprietary access code system as an integral feature of the RAP. Customer acknowledges and agrees that continued operation of the Device is expressly conditioned upon Customer's timely payment of all Monthly Rental amounts and compliance with these Terms during the rental period.

• (a) The Device requires a valid access code issued by Rohrer in order to remain operational. Subject to Customer's compliance with these Terms, Rohrer shall issue the applicable monthly access code after receipt of the Monthly Rental and all other amounts then due and owing under these Terms.
• (b) If the Monthly Rental, the Annual Service Contract fee, or any other amount due under these Terms has not been received in full by Rohrer when due, Rohrer may withhold issuance of an access code. In the absence of a valid access code, the Device will automatically deactivate, and Customer shall have no right to use or operate the Device until a valid access code is issued by Rohrer.
• (c) Customer acknowledges and agrees that the access code system and any resulting deactivation are material components of the RAP, have been fully disclosed to Customer, and are reasonable measures designed to protect Rohrer's ownership interest in the Device. Automatic deactivation shall not constitute a penalty, repossession, breach of contract, interference with Customer's business, or wrongful exercise of any right by Rohrer.
• (d) Customer expressly assumes all risks associated with Device deactivation resulting from Customer's failure to make timely payment or otherwise comply with these Terms. Customer shall verify that the Device has a valid access code and is fully operational prior to commencing any patient procedure. Rohrer shall have no liability whatsoever for any loss of revenue, loss of patients, cancelled appointments, business interruption, loss of goodwill, consequential damages, or other losses arising from or related to the withholding of an access code or the deactivation of the Device.
• (e) Automatic deactivation, withholding of an access code, or suspension of Device access shall not relieve Customer of any payment obligation and shall not constitute grounds for termination, offset, recoupment, deduction, counterclaim, or any other reduction of amounts owed to Rohrer.
• (f) Following receipt of all overdue amounts, including applicable late charges, service fees, recovery costs, and any other sums due under these Terms, Rohrer shall use commercially reasonable efforts to provide the applicable access code within one (1) business day after confirmed receipt of payment.
• (g) Customer shall be solely responsible for maintaining accurate and current contact information for the receipt of access codes and other RAP communications. Rohrer shall have no responsibility or liability for any failure by Customer to timely receive an access code resulting from inaccurate contact information, email filtering, spam controls, technical issues, communication failures, or other circumstances outside Rohrer's reasonable control.
• (h) Customer shall not, and shall not permit any third party to, circumvent, disable, manipulate, reverse engineer, interfere with, or attempt to bypass the access code system or any security, authentication, or operational control incorporated into the Device. Any such action shall constitute a material, non-curable Event of Default entitling Rohrer to immediately terminate these Terms, permanently deactivate the Device, recover possession of the Device, and pursue all available legal and equitable remedies. These shall be in addition to all other rights and remedies available to Rohrer under these Terms, at law, or in equity.

The Monthly Rental and the Annual Service Contract shall each be invoiced as distinct, separately-stated charges. Applicable state and local rental and sales taxes will be separately stated on each invoice and are payable by Customer in addition to the Monthly Rental and Annual Service Contract fee.

The Monthly Rental constitutes, in part, consideration for the rental of tangible personal property (the Device) and is subject to applicable state and local sales and rental tax. Rohrer will collect and remit applicable taxes in accordance with its state registration obligations. The applicable tax amount will be separately stated on each invoice and is payable by Customer in addition to the Monthly Rental.

Customer shall operate the Device strictly in accordance with the Device's operating manual, instructions for use, labelling, and all other Documentation provided by Rohrer, including all updates and revisions thereto (collectively, the "Documentation").

Customer shall use the Device solely for indications and procedures for which it has received FDA clearance, in strict accordance with the Documentation. Use outside cleared indications constitutes a material breach, voids warranty and service coverage, and entitles Rohrer to immediately demand return of the Device, in addition to all other remedies available to Rohrer under these Terms, at law or in equity.

Customer shall ensure that the Device is operated only by personnel who: (a) have completed Rohrer's Device-specific training; (b) hold all licenses, certifications, and authorizations required by applicable state and federal law; and (c) operate the Device in compliance with all applicable scope-of-practice requirements and terms and conditions set forth herein.

Customer shall promptly notify Rohrer of any adverse event, injury, malfunction, or patient complaint arising from or related to the Device. If Customer files any FDA Form 3500A, Medical Device Report, adverse event report, or similar regulatory report relating to the Device, Customer shall simultaneously provide a complete copy to Rohrer. This obligation survives termination.

Customer specifically represents, warrants, and covenants that, to the extent required by applicable state law, it has engaged and maintains a duly licensed medical director with authority over and supervisory responsibility for the aesthetic services provided using the Device. Customer shall:

• (a) ensure that its medical director arrangement complies in all respects with applicable state law and regulations, including any requirements as to the nature of the supervisory relationship, on-site presence, and protocol approval;
• (b) maintain documentation of the medical director arrangement and provide evidence of compliance to Rohrer upon request;
• (c) notify Rohrer promptly if its medical director relationship terminates or is altered in any material way; and
• (d) promptly remedy any gap in medical director coverage as required by applicable state law.

Customer is authorized to use the Device solely: (a) at the premises identified in the Order Form; (b) for aesthetic procedures within the Device's FDA-cleared indications; (c) by personnel who have completed Rohrer training and hold applicable professional credentials; and (d) in strict compliance with the Documentation and all applicable laws and regulations. Customer acknowledges that it has independently evaluated the Device and is relying solely upon its own judgment, experience, investigation, and advisers regarding the suitability, profitability, operation, and use of the Device. Customer has not relied upon any forecast, projection, representation, or statement by Rohrer regarding patient volume, revenue generation, profitability, reimbursement, or financial performance.

Without limiting any other restriction in these Terms, Customer shall not:

• (a) use the Device for any procedure or indication outside its FDA-cleared use;
• (b) permit any person who has not completed Rohrer's Device-specific training to operate the Device;
• (c) sublet, loan, transfer, or otherwise make the Device available to any third party;
• (d) attempt to repair, modify, alter, or upgrade the Device in contravention to Section 13.2;
• (e) use non-Rohrer-approved consumables, accessories, or replacement parts;
• (f) train or purport to train any person in the use of the Device without Rohrer's express written authorization;
• (g) interfere with, bypass, or attempt to circumvent the access code system described in Section 3.6;
• (h) reproduce, decompile, disassemble, reverse engineer, translate, adapt, create derivative works from, or otherwise attempt to derive the source code, firmware, software, algorithms, or proprietary technology incorporated into the Device.

Each of the following shall constitute an event of default (each, an "Event of Default") under these Terms:

• Customer's failure to pay any Monthly Rental within seven (7) calendar days of its due date;
• Customer's failure to pay the Annual Service Contract fee within seven (7) calendar days of invoice;
• Customer's failure to pay the Initial Fee or any other amount due;
• Customer's material breach of any representation, warranty, or obligation under these Terms;
• Customer's insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings;
• Customer's loss of any professional license or authorization required to operate the Device; or
• Any attempt by Customer or a third party to encumber, transfer, pledge, or seize the Device.

As described in Section 3.6, the Device will automatically deactivate on the first day of any month for which the Monthly Rental has not been received by Rohrer. If the Monthly Rental remains unpaid seven (7) calendar days after its due date, a monetary Event of Default shall be deemed to have occurred.

Upon a monetary Event of Default, Rohrer shall provide Customer with written notice specifying the amount overdue. Customer shall have seven (7) calendar days from receipt of such notice to pay all overdue amounts in full together with applicable late charges. For non-monetary Events of Default, Customer shall have seven (7) calendar days to cure, except that no cure period applies to prohibited use, access code interference, loss of license, or encumbrance/seizure.

If an Event of Default is not timely cured, Rohrer shall have the immediate and unconditional right to demand the return of the Device. Customer shall, at its cost and expense, immediately cease using the Device and deliver or surrender possession of the Device within forty-eight (48) hours of Rohrer's written demand. Should Customer fail to do so, Customer hereby grants Rohrer the irrevocable right to enter the premises and repossess the Device without liability. Customer waives, releases, and agrees not to assert any claim against Rohrer arising from or relating to such entry, recovery, deactivation, removal, or repossession, except to the extent resulting from Rohrer's gross negligence or willful misconduct.

Customer shall reimburse Rohrer for all reasonable costs incurred in recovering the Device following an uncured Event of Default, including transportation, recovery costs, storage, repair, and reasonable attorneys' fees.

Repossession does not relieve Customer of the obligation to pay all Monthly Rentals, Annual Service Contract fees, and other amounts accrued and unpaid through the date of repossession, together with any applicable late charges. Rohrer's exercise of its right to repossess the Device shall not constitute an election of remedies and shall not preclude Rohrer from pursuing any other remedy available at law or in equity, including claims for damages, loss of anticipated rental income, costs of refurbishment, and reasonable attorneys' fees. All rights and remedies of Rohrer under these Terms are cumulative and not alternative.

The Monthly Rental includes a rental component and is subject to applicable state and local sales and rental tax. Such taxes will be separately stated on each invoice and are payable by Customer in addition to the Monthly Rental.

The Initial Fee is charged solely for professional training and education services. No tangible personal property is transferred in connection with the Initial Fee. Freight, separately invoiced, may be subject to delivery or use tax in Customer's state. Notwithstanding anything to the contrary herein, Rohrer assumes no training or other responsibility for any products or devices not manufactured by or on behalf of Rohrer and makes no, and hereby expressly disclaims any and all, warranties, whether express or implied, with respect to such third-party products.

The Annual Service Contract fee represents consideration for ongoing maintenance and technical support services. The applicable tax treatment of the Annual Service Contract fee shall be determined by Rohrer in accordance with applicable state and local law, and any applicable tax will be separately stated on each invoice.

To the extent any taxing authority imposes a use tax or similar obligation directly on Customer, Customer is solely responsible for such obligation.

Customer shall indemnify, defend, and hold harmless Rohrer and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any acts or omissions (including but not limited to negligence and intentional misconduct) of Customer or any of its agents, employees, contractors or personnel; (b) any use, handling, misuse or mishandling of the Devices or any other products supplied by Rohrer (including without limitation any marketing, communications with customers, patients, and other third parties, labeling, regulatory compliance, inspection, repair, and maintenance of the Devices) by Customer or any of its agents, employees, contractors or personnel; (c) any breach or violation of these Terms or any other Rohrer contract by Customer or any of its agents, employees, contractors or personnel; (d) any violation of applicable law by Customer or any of its agents, employees, contractors or personnel, including failure to comply with medical director requirements; (e) Customer's failure to maintain required professional licenses or credentials; (f) any use of the Device outside the scope permitted herein; (g) the general operation of Customer's business, including any act or omission of Customer, its employees, agents, contractors, or representatives; (h) any patient care, treatment decision, clinical outcome, or adverse event arising from or related to the use of the Device; or (i) any claim, loss, or patient-related issue arising from Customer's failure to confirm that the Device is active and operational before commencing a procedure or from Customer's use of the Device while unavailable due to non-payment or other Customer default. For the avoidance of doubt, the foregoing indemnity obligations shall apply to all products and Devices hereunder, including any loaner or replacement products or devices supplied by Rohrer.

Rohrer shall indemnify, defend, and hold harmless Customer from and against any claim, loss, or liability arising directly from: (a) Rohrer's willful misconduct or gross negligence in the provision of training or maintenance services; or (b) a third-party claim alleging that Customer's authorized use of the Device, strictly in accordance with these Terms, the Documentation, and all instructions provided by Rohrer, infringes a United States patent, copyright, trademark, or other intellectual property right; however, that Rohrer's obligation to indemnify Customer for losses, damages, or liabilities shall apply only to the extent such amounts are awarded in a final, non-appealable judgment or are payable pursuant to a settlement approved in writing by Rohrer.

All intellectual property in and relating to the Device, including hardware, software, firmware, access code technology, Documentation, and trade secrets, is and shall remain the exclusive property of Rohrer or its licensors. These Terms do not grant Customer any license to Rohrer's intellectual property except the strictly limited right to use the Device at the designated premises for the permitted purposes during any period for which a valid access code has been issued. Customer shall not, and shall not permit any third party to:

• (a) reverse engineer, disassemble, decompile, decrypt, or attempt to derive the source code, algorithms, or underlying structure of the Device or any software or firmware embedded therein;
• (b) copy, reproduce, modify, translate, adapt, or create derivative works based on the Device, its software, firmware, or any Documentation;
• (c) circumvent, disable, or otherwise interfere with any access control, security, or authentication mechanism incorporated in the Device;
• (d) use any of Rohrer's trademarks, trade names, logos, or branding without Rohrer's prior written consent; or
• (e) disclose any proprietary technical information relating to the Device to any third party.

Any breach of this Section shall constitute a material default entitling Rohrer to immediately terminate these Terms and recover the Device, without prejudice to any other remedy available at law or in equity, including claims for injunctive relief and damages.

Customer shall hold in strict confidence all Documentation, pricing, technical information, access code methodology, and other information provided by Rohrer that is identified as confidential or that a reasonable person would understand to be confidential. This obligation survives termination.

These Terms commence on the date of the signed Order Form and continue for an initial period of forty-eight (48) months (the "Initial Term"), unless earlier terminated in accordance with this Section. Following the Initial Term, the arrangement shall continue on a month-to-month basis unless terminated by either party on thirty (30) days' prior written notice.

Rohrer may terminate these Terms immediately, without further obligation, upon: (a) an uncured Event of Default; (b) Customer's loss of professional licensure or cessation of business; or (c) Rohrer's reasonable determination that continued placement of the Device creates a patient safety risk.

Customer may terminate these Terms upon thirty (30) days' prior written notice to Rohrer, provided all outstanding fees and amounts are paid in full. During such notice period, Customer shall continue to comply with these Terms and timely pay all Monthly Rental amounts, Annual Service Contract fees, taxes, and other amounts accrued or becoming due through the effective date of termination. Early termination does not entitle Customer to any refund of the Initial Fee, any previously paid Monthly Rentals, or any Annual Service Contract fee, except as provided in Section 2.4 with respect to the Initial Fee.

Upon expiration or termination for any reason, Customer shall cease all use of the Device and make the Device available for collection by Rohrer in full compliance with Section 6.4 and any reasonable return instructions provided by Rohrer. Customer shall remain responsible for any loss of or damage to the Device occurring prior to Rohrer's receipt of the Device, reasonable return shipping and transportation costs, and any amounts otherwise due under these Terms. Upon Rohrer's receipt of the Device and payment of all amounts due under these Terms, neither party shall have any further obligations under these Terms other than those provisions that expressly survive termination by their nature or terms.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

Any dispute arising under these Terms shall first be subject to good-faith negotiation for thirty (30) days following written notice of the dispute. If unresolved for a period longer than thirty (30) days, either party shall have the right to institute legal proceedings or, if arbitration is required or elected by the parties, submit the dispute to binding arbitration in New York County, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator. Each party shall bear its own attorneys' fees, expert fees, and other costs of arbitration, and any joint arbitration costs, including arbitrator compensation and administrative fees, shall be shared equally by the parties.

Notwithstanding the foregoing, nothing in this Section shall limit or restrict Rohrer's right to seek, from any court of competent jurisdiction, without prior notice or the exhaustion of any negotiation or arbitration process:

• (i) emergency or interim injunctive relief to prevent irreparable harm, including to restrain unauthorized use or threatened disposition of the Device;
• (ii) enforcement of its UCC-1 Financing Statement, repossession rights, or any other secured party remedies available under the Uniform Commercial Code; or
• (iii) any other provisional or equitable relief to protect Rohrer's ownership interest in the Device.

The parties agree that any breach of Customer's obligations with respect to the Device would cause irreparable harm to Rohrer for which monetary damages would be an inadequate remedy.

The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

Customer may not assign or transfer any of its rights or obligations without Rohrer's prior written consent. Rohrer may assign these Terms to any successor or affiliate.

These Terms, together with the Order Form / Device Placement Schedule, constitute the entire agreement between the parties with respect to the RAP Device placement and supersede all prior agreements. No modification shall be effective unless made in writing and signed by an authorized officer of Rohrer.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

No failure or delay by Rohrer to exercise any right or remedy shall constitute a waiver thereof.

The parties intend to comply with the Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) and all applicable safe harbor regulations. No amount paid under these Terms is intended to constitute an inducement for the referral of patients or the ordering of any item or service covered by a federal or state healthcare program.

Neither Customer nor Rohrer are, by virtue of this Agreement or otherwise, willfully offering, paying, soliciting, or receiving remuneration in return for referring an individual to or from each other for the furnishing of any item or service reimbursed under the Medicare or other federal or state health care programs. The parties hereto represent, warrant and acknowledge that the amounts paid and payable hereunder by Customer to Rohrer have been determined by the parties through good-faith and arm's length bargaining, and are commercially reasonable and reflect the fair market rental/lease value of the Device. No amounts paid or payable hereunder are intended, nor shall be construed to be, an inducement or payment for referral of or recommending referral of, patients by Customer to Rohrer (or its affiliates), or by Rohrer (or its affiliates) to Customer, or for ordering, leasing or purchasing any item, product or service covered by any governmental or private health care payment program. The parties intend for these Terms to comply with the Anti-Kickback Statute and the equipment rental safe harbor thereunder (42 C.F.R. §1001.952(c)).

Customer shall maintain, at its own expense, throughout the placement period, the following insurance coverages:

• General liability insurance, in amounts no less than $1,000,000 per occurrence and $3,000,000 in the aggregate, with Rohrer named as an additional insured;
• Professional liability (malpractice) insurance in amounts appropriate for Customer's scope of practice;
• Property insurance covering the Device while in Customer's care, custody, and control, naming Rohrer as loss payee; and
• Business interruption insurance in amounts sufficient to cover Customer's loss of revenue during any period in which the Device is temporarily unavailable, including as a result of Device breakdown, malfunction, repair, or any other cause.

Customer expressly acknowledges and agrees that, notwithstanding Rohrer's obligations under the Annual Service Contract and its commitment to provide a swift response to any Device breakdown or malfunction, there may be periods during which the Device is temporarily unavailable for clinical use due to repair, maintenance, parts availability, or other circumstances. During any such period, Customer's inability to serve its clients is entirely Customer's commercial risk. Rohrer accepts no liability for any loss of revenue, loss of patients, loss of appointments, loss of goodwill, or any other direct or indirect financial loss suffered by Customer as a result of Device downtime. It is Customer's sole responsibility to secure and maintain adequate business interruption insurance coverage to protect against such risk.

Customer shall provide Rohrer with certificates of insurance evidencing all required coverages upon request and shall ensure that each policy provides for at least thirty (30) days' prior written notice to Rohrer of cancellation or material reduction in coverage.

Rohrer represents and warrants that the Device shall, at the time of delivery, materially conform to the published manufacturer's specifications in effect at the time of shipment for a period of twelve (12) months from the Installation Date (the "Warranty Period"). During the Warranty Period, Rohrer will, at its sole discretion, repair, replace, or exchange the Device, or provide a loaner Device, to address a manufacturing defect covered under the Manufacturer's Warranty as set forth in this Section.

The Manufacturer's Warranty does not cover accessories, consumables, or replacement parts damaged because of negligence. It applies only to the Device itself as placed under these Terms. The warranty is personal to Customer and is non-transferable.

With effect from the first twelve-month anniversary of the Installation Date, and on each subsequent twelve-month anniversary for the duration of the placement, Customer is required to maintain a current Annual Service Contract for the Device. The Annual Service Contract is automatically invoiced on each anniversary and is payable within five (5) days of invoice. Customer's subscription to and authorization of this automatic invoicing is given by Customer's signature on these Terms. The Annual Service Contract fee is non-refundable once paid, including upon expiration, early termination, repossession, or any approved Discretionary Transfer, except to the extent Rohrer expressly agrees otherwise in a separate written agreement.

Failure to pay the Annual Service Contract fee is an Event of Default under Section 6 and will result in Rohrer withholding the monthly access code, causing the Device to deactivate, until payment is received in full. No grace period applies to the Annual Service Contract beyond the seven (7) calendar day payment window. Rohrer will not issue the access code for any month commencing after the anniversary date until the Annual Service Contract fee for the new annual period has been paid.

Any maintenance, repair, service, modification, tampering, disassembly, or attempted repair of the Device by any person other than Rohrer or a person expressly authorized by Rohrer shall immediately void all warranty coverage, Annual Service Contract benefits, and support obligations of Rohrer. As a condition to providing warranty or Annual Service Contract benefits, Rohrer may inspect the Device and may deny coverage if it determines the Device has not been used, maintained, stored, or operated in accordance with these Terms or the Documentation.

The parties acknowledge that the Manufacturer's Warranty and Annual Service Contract are governed by the warranty and service contract provisions contained in the general terms governing warranty and service contract as of the effective date of these Terms (the "Service Terms"). A copy of the Service Terms has been made available to Customer before execution of these Terms and is available at www.rohreraesthetics.com/terms. The Service Terms are hereby incorporated into and form part of these Terms solely for purposes of defining the scope, exclusions, limitations, conditions, remedies, and procedures applicable to the Manufacturer's Warranty and Annual Service Contract. In the event of a conflict between the Service Terms and these Terms, these Terms shall control except with respect to any conflicting warranty and service terms, for which the Service Terms shall control.

During the Warranty Period and any active Annual Service Contract period, subject to Customer's compliance with all applicable laws and these Terms, Rohrer will use commercially reasonable efforts to:

• Provide an initial written or telephonic response to any reported Device issue within 24 hours (excluding weekends and holidays);
• Provide remote technical support, troubleshooting assistance, and diagnostics as reasonably necessary to assess and address reported Device issues;
• Where Rohrer determines that a Device malfunction or failure cannot be resolved remotely, use commercially reasonable efforts to provide a replacement Device of the same model year or newer, when reasonably available, or a loaner Device of similar functionality, at Rohrer's sole discretion and subject to availability. Rohrer will use commercially reasonable efforts to ship such replacement or loaner Device for delivery within forty-eight (48) business hours, excluding weekends and holidays;
• Customer shall return any malfunctioning Device, replaced Device, exchanged Device, or loaner Device in accordance with Rohrer's instructions and within the timeframe specified by Rohrer, but in no event later than ten (10) calendar days after receipt of a replacement or loaner Device. Failure to timely return any Device may result in additional fees, suspension of support services, deactivation of the Device, termination of this RAP, and any other remedies available to Rohrer. If a loaner device is not returned or damaged, Customer shall pay for the repairs and/or its replacement value as determined by Rohrer; and
• Any replacement or loaner Device may be new, refurbished, recertified, or previously deployed, provided it is in good working order and capable of performing its intended function.

Customer acknowledges and agrees that support under this RAP is primarily remote in nature and does not include on-site service, preventive maintenance visits, emergency field service, guaranteed response times, guaranteed repair times, guaranteed shipment times, guaranteed uptime, or guaranteed availability of replacement parts or loaner Devices unless expressly agreed by Rohrer in writing.

Customer further acknowledges that no replacement Device, exchange Device, or loaner Device is guaranteed and that the availability of any such Device is subject to inventory, logistics, manufacturer availability, transportation, regulatory requirements, and other factors beyond Rohrer's control.

All response times, repair estimates, shipping estimates, and service targets are goals only and shall not constitute warranties, service-level commitments, or guarantees of performance. Rohrer shall have no liability for delays in diagnosis, repair, replacement, shipment, delivery, exchange, or loaner Device availability to the extent caused by a Force Majeure Event (as defined in Section 14.7).

Customer acknowledges and agrees that any Device downtime, interruption of service, cancellation of patient appointments, loss of revenue, loss of profits, loss of goodwill, or business interruption arising from Device malfunction, repair, replacement, exchange, maintenance, or unavailability is solely Customer's commercial risk and shall be addressed through the insurance coverage required under Section 12.9.

Throughout the Warranty Period and any active Annual Service Contract period, Customer must:

• Operate the Device strictly in accordance with the Documentation, these Terms, and all applicable laws and regulations;
• Clean, store, and handle the Device in accordance with Rohrer's instructions and maintain it in good working condition;
• Use only Rohrer-approved accessories, consumables, and replacement parts;
• Report any Device malfunction or defect to Rohrer in writing within five (5) days of discovery;
• Cooperate with Rohrer's remote troubleshooting efforts and provide any information, photographs, videos, or diagnostic data reasonably requested by Rohrer. Customer consents to remote diagnostics, system monitoring, software updates, telemetry collection, and transmission of Device performance data as required by Rohrer;
• Exchange and return any malfunctioning Device, replacement Device, or loaner Device in accordance with Rohrer's instructions and within any timeframe specified by Rohrer; and
• Refrain from any attempt to repair, modify, alter, or disassemble the Device without Rohrer's prior written authorization.

Neither the Manufacturer's Warranty nor any active Annual Service Contract covers damage, failure, or malfunction arising from or attributable to: misuse, abuse, neglect, or improper operation; failure to follow the Documentation; use of non-Rohrer-approved accessories or consumables; cosmetic damage that does not affect functionality; normal wear and tear; accident, fire, flood, or other external causes beyond Rohrer's control; or any maintenance, repair, or modification carried out by anyone other than Rohrer.

Where Rohrer determines, in its reasonable discretion, that the cause of a repair or replacement claim is attributable in whole or in part to Customer misuse, mishandling, negligence, improper operation or storage, or any other cause not constituting a manufacturing defect subject to the Manufacturer's Warranty (a "Deductible Claim"), Customer shall be responsible, in addition to all other remedies available to Rohrer, for paying a "Service Deductible" of up to $750.00 per Deductible Claim (or a greater amount based on the applicable percentage of Rohrer's published repair price for the relevant component, whichever is higher). The Service Deductible is due and payable prior to Rohrer commencing any repair. Rohrer shall have no obligation to commence any repair until the Service Deductible has been received in full.

Rohrer reserves the right to deny warranty or Annual Service Contract coverage for any Deductible Claim where its inspection indicates that the failure is not attributable to a manufacturing defect. In such circumstances, Rohrer may, at its reasonable discretion, designate the required work as a "Billable Repair." A Billable Repair is a repair service performed by Rohrer outside the scope of the Manufacturer's Warranty or any active Annual Service Contract, where the damage or failure is determined to have been caused by Customer misuse, abuse, negligence, improper handling, or any excluded cause. Billable Repairs will be charged to Customer at Rohrer's then-current labor and parts rates, which will be provided to Customer in a written estimate prior to commencement of work. Customer's authorization of a Billable Repair and payment of the applicable charges are required before Rohrer is obligated to proceed. Customer's Deductible Claim history may be taken into account in determining renewal pricing or continued availability of any subsequent Annual Service Contract.

Nothing in these Terms obligates Rohrer to transfer ownership of the Device to Customer, whether during the Initial Term, after expiration of the Initial Term, or otherwise. Notwithstanding the foregoing, following the completion of forty-eight (48) consecutive months during which Customer has remained in continuous good standing — meaning all Monthly Rentals and Annual Service Contract fees have been paid in full and on time, no Event of Default has occurred or is continuing, and Customer has at all times operated the Device in compliance with these Terms and the Documentation — Rohrer may, in its sole and absolute discretion, elect to transfer title to the Device to Customer subject to the agreed upon value (a "Discretionary Transfer"). Rohrer may approve or deny any request in its sole discretion, including based on Customer's payment history, compliance history, Device condition, Rohrer's business requirements, applicable legal or regulatory considerations, or any other factor Rohrer determines relevant. Rohrer's decision not to approve a request shall not constitute a breach of these Terms and shall not give rise to any claim, refund, credit, offset, or other remedy in favor of Customer.

Any approved Discretionary Transfer shall be documented in a separate written agreement prepared by Rohrer and executed by both parties. Until such separate written agreement is fully executed, title to the Device shall remain with Rohrer, no sale shall be deemed to have occurred, and these Terms shall remain in full force and effect. Customer acknowledges and agrees that: (a) it has no right, option, or entitlement to receive a Discretionary Transfer; (b) Rohrer's election not to make a Discretionary Transfer shall not constitute a breach of these Terms or give rise to any claim against Rohrer; and (c) Customer has not entered into these Terms in reliance upon receiving the Device. The parties intend that any transfer under this Section 14 shall be commercially reasonable, reflect fair market value, and not be intended to induce or reward the referral of patients, the ordering or purchasing of any item or service, or any other arrangement prohibited by applicable federal or state healthcare laws.

Any Event of Default during the 48-month period, even if subsequently cured, shall nullify Customer's eligibility for a Discretionary Transfer, subject to Rohrer's sole discretion to waive this in a separate written instrument.

Any Discretionary Transfer shall be on an "as-is, where-is" basis, with no warranty of any kind, whether express or implied. Upon an approved Discretionary Transfer, all service, maintenance, support, access-code and Annual Service Contract obligations of Rohrer shall terminate immediately, except to the extent expressly set forth in the separate agreement. For the avoidance of doubt, any previously paid Annual Service Contract fee remains non-refundable unless otherwise expressly provided in the separate agreement.

Customer shall be solely responsible for any sales tax, use tax, transfer tax, income tax, or other tax arising from any purchase or transfer of the Device under this Section 14. Such taxes may be separately stated on the applicable purchase documentation or invoice. Customer is encouraged to consult its own tax advisor regarding any such purchase or transfer.

Customer's obligation to pay the Monthly Rental and Annual Service Contract fees continues uninterrupted unless and until the parties complete an approved purchase in accordance with this Section 14 or these Terms are otherwise terminated in accordance with their terms. Submission of a Discretionary Transfer request shall not suspend, defer, reduce, or otherwise affect any payment obligation under these Terms.

Notwithstanding any other provision of these Terms, neither party shall be in breach of its obligations (other than Customer's payment obligations) to the extent that performance is prevented, delayed, or interrupted by circumstances beyond that party's reasonable control, including parts shortages, supply chain disruptions, transportation delays, regulatory requirements, manufacturer delays, customs delays, labor shortages, acts of God, natural disasters, pandemic, epidemic, fire, flood, earthquake, war, terrorism, civil unrest, government action, or failure of third-party infrastructure or supply chains (each, a "Force Majeure Event"). The party affected by a Force Majeure Event shall promptly notify the other in writing and shall use commercially reasonable efforts to resume performance as soon as practicable.

For the avoidance of doubt, a Force Majeure Event does not excuse or defer Customer's obligation to pay the Monthly Rental, the Annual Service Contract fee, or any other amounts due under these Terms. Rohrer's service response timelines under Section 13.3 shall be extended on a day-for-day basis during the continuance of a Force Majeure Event affecting Rohrer's operations, without liability to Customer.