Oracle Caribbean, Inc.

American International Plaza 250 Mufioz Rivera Ave. Suite 300 San Juan, PR 00918

Customer Name Autoridad de Energfa Electrica de Puerto Rico Customer Contact Hiram Medero

Customer Location 1110 Ponce De Leon Avenue, Lucchetti Building 7 Floor, Santurce, PR 00908

Phone Number 787-521-4050 Customer Location 1110 Ponce De Leon Avenue, Lucchetti Building 7 Floor, Santurce, PR 00908 Email Address h-medero(2),aeeDr.com

Agreement: Oracle License and Services Agreement - 2010-000034 Service and Products Agreement and Oracle License and Services Terms signed between Oracle Caribbean, Inc. and Office of Management and Budget on May 31 s t '2010, as amended.

Ordering Document Number: PR-OD-MCS-10201772-10-JUL-2016

This Ordering Document incorporates by reference the terms of the agreement specified above and all amendments thereto (the "Agreement"). As used in this Ordering Document, "you" or "your" shall refer to the Customer defined above. Capitalized terms not otherwise defined herein or in applicable Schedules shall have the meaning ascribed to them in the Definitions Schedule and Data Processing Agreement.

1. Services Ordered You have ordered the following services ("Core Services"):

|x] Computer and Administration Services

The Core Services and any Service Options ordered by you (collectively, the "services", "Managed Cloud Services" or "Oracle Managed Cloud Services") are detailed in the following Appendices, which are attached to and incorporated into this Ordering Document by reference.

Appendix A: Services Ordered and Fees Appendix B: Statement of Work

Appendix C: Entitlement and Assumptions Appendix D: Programs Supported

The Managed Cloud Services ordered under this Ordering Document are (i) listed in Appendix A and described in the Schedules referenced in Appendix B (such Schedules, collectively constitute the "Statement of Work"), (ii) subject to the Entitlement and assumptions identified in Appendix C, and (iii) subject to the terms and condition's of such Schedules within the Statement of Work, the Agreement, and this Ordering Document. As part of the Core Services, you may access in your Environment(s) the Oracle Programs identified in Appendix A, Appendix C and/or Appendix D, as applicable, to this Ordering Document.

In order to acquire and continuously receive any Service Option(s) purchased under this Ordering Document, you are required to continuously maintain the Core Services.

Managed Cloud Services do not include program licenses, technical support, or education services.

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2. Fees You agree to pay Oracle in accordance with Appendix A of this Ordering Document.

Oracle Managed Cloud Service Year 1 Fee Total Fees Core Services and Service Options Fees 877,987.00 877,987.00

Total Fees $ 877,987.00 $ 877,987.00

You agree and acknowledge that you have not relied on the future availability of any services, programs or updates in entering into the payment obligations in this Ordering Document; however, the preceding does not relieve Oracle of its obligation during the Services Period to deliver services that you have ordered per the terms of this Ordering Document.

3. Hosting Location Your Managed Cloud Services Environment(s) will reside on Infrastructure located at Oracle's U.S. Data Center(s); The Infrastructure on which your Environment resides will not be moved outside of the U.S without your consent; in the event that Oracle relocates the Infrastructure on which your Environment resides to a third party Data Center, Oracle will provide you with no less than 180 days advance written notice of such change.

4. Rights Granted, Ownership and Restrictions For the duration of the Services Period and subject to your payment obligations, you have the non-exclusive, non­assignable, worldwide limited right to access and use the Managed Cloud Services, including anything developed by Oracle and delivered to you as part of the services, solely for your internal business operations, and subject to the terms of this Ordering Document and the Agreement. Your use of Oracle Programs is subject to your license agreement for such programs. You may allow your Users to use the services for this purpose and you are responsible for your Users' compliance with the Agreement and this Ordering Document.

You retain all ownership and intellectual property rights in and to your data. Oracle or its licensors retain all ownership and intellectual property rights to the services, Oracle Programs, and derivative works thereof, and to anything developed or delivered by Oracle or on behalf of Oracle under this Ordering Document.

You may not, and may not cause or permit others to:

A. remove or modify any program markings or any notice of Oracle's or its licensors' proprietary rights;

B. modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Oracle;

C. perform or disclose any benchmark or performance tests;

D. perform or disclose any of the following security testing of the Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and

E. license, sell, rent, lease, share, transfer, assign, distribute, host, outsource, permit timesharing, service bureau, subscription, or software as a service use, or otherwise commercially exploit or make available the services, Oracle Programs, Environments or other Oracle materials to any third party, other than as expressly permitted under the terms of this Ordering Document.

5. Program Licenses and Technical Support You acknowledge that the Managed Cloud Services acquired hereunder were bid by Oracle separately from any Oracle Program licenses and other services, that you may acquire Oracle Program licenses without acquiring

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Managed Cloud Services or other services, and that the fees for Managed Cloud Services do not include associated program licenses or technical support. You acknowledge that (i) you have separately acquired and will continue to maintain for the duration of the Managed Cloud Services the licenses and Oracle Software Update License & Support (also referred to as "Premier Support"), or any equivalent successor Oracle technical support offering, for any necessary Oracle programs, including those for which the Managed Cloud Services are provided, (ii) you will maintain licenses and technical support for any Third Party Software or Required Software used in your Environment, and (iii) your use of such programs and technical support are governed solely by the agreement(s) under which such licenses and technical support are obtained.

To facilitate Oracle's performance and your use of the services, Oracle may use Oracle VM programs to virtualize your Managed Cloud Services Environment(s). Solely during the services term, your licensing requirements with respect to processor-based Oracle Programs that are utilized within the soft partitioned virtualized Managed Cloud Services Environment(s) shall be based on the quantity of processors of such Oracle Programs that are installed and/or running in such environment(s). At the end of the Services Period, the foregoing shall no longer apply, and your licensing requirements with respect to processor-based Oracle Programs shall be determined based on the terms under which such programs were licensed and Oracle's then current policies for soft and hard partitioning.

6. Obligations You acknowledge that Oracle's ability to perform the services depends upon your fulfillment of the following obligations:

A. You are responsible for your, your users' and your third parties' use of and access to networks, systems and all Environments, including use of and access to your data and for compliance by you and such third parties with the terms of the Agreement, this Ordering Document (including this Section 6), and the Statement of Work. By federating or otherwise associating your and your Users' usernames, passwords and accounts with Oracle, you accept responsibility for the confidentiality and timely and proper termination of user records in your local (intranet) identity infrastructure or on your local computers. Oracle is not responsible for any harm caused by your Users, including individuals who were not authorized to have access to the services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in your local identity management infrastructure or your local computers.

B. You are responsible for identifying and authenticating all Users, for approving access by such Users to the Managed Cloud Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information.

C. You are responsible for acquiring and maintaining all applicable software, equipment, and telecommunications required to connect to the Managed Cloud Services via a network connection that meets Oracle's

D. As reasonably required by Oracle, you (including your officers, agents and employees) will provide Oracle with (i) timely assistance and cooperation, (ii) complete and accurate information, and (iii) access to the relevant functional, technical and business resources with adequate skills and knowledge to support the performance of services.

E. You shall obtain at your sole expense any and all rights (including license rights) and consents from third parties necessary for Oracle and its subcontractors to access Third Party Software (including any Required Software) or perform the services under this Ordering Document. Unless specified otherwise in the Statement of Work, you are solely responsible for maintenance of, the performance of, any testing of, and resolving any issues related to, Third Party Software, and any other software transitioned into your Environment(s) without Oracle's prior consent, as well as the impact that such Third Party Software and such other software may have on the Managed Cloud Services.

specifications.

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F. You shall defend and indemnify Oracle against liability arising under any applicable laws, ordinances or regulations from your termination or modification of the employment of any of your employees in connection with any services under this Ordering Document.

G. For any services that involve on-site delivery, Oracle will deliver such services to the customer address(es) specified in the Ordering Document during local business hours, excluding local public holidays. You and Oracle may mutually agree in writing that such services be delivered at other location(s). You agree to use reasonable efforts to schedule on-site services by each on-site Managed Cloud Services resource for a minimum of eight (8) continuous hours of services per day.

H. Notwithstanding anything to the contrary in the Agreement or this Ordering Document, you may not assign this Ordering Document or give or transfer the Managed Cloud Services, or an interest in them, to another individual or entity. If you desire that Managed Cloud Services be acquired by another entity, such other entity may order services under a separate contract. If you grant a security interest in any of the Managed Cloud Services, the secured party has no right to use or transfer those services.

I. You shall not use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including your data, for any purpose that may (i) menace or harass any person or cause damage or injury to any person or property; (ii) involve the publication of any material that is false, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm; (iv) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights; or (vi) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Oracle under the Agreement and this Ordering Document, Oracle reserves the right, but has no obligation, to take remedial action if any material violates the restrictions in the foregoing sentence (the "Acceptable Use Policy"), including to remove or disable access to such material. Oracle shall have no liability to you in the event that Oracle takes such action. You agree to defend and indemnify Oracle against any claim arising out of a violation of your obligations under this paragraph.

7. Services Period Core Services shall be provided for one year beginning on the effective date of this Ordering Document (the "Services Period", also referred to as "services term"), unless earlier terminated in accordance with this Ordering Document. The duration of Service Options is specified in Appendix C.

8. Termination You may terminate this Ordering Document (and all services hereunder) for convenience by: (i) providing ninety (90) calendar days prior written notice to Oracle, and (ii) paying Oracle for all services performed through the effective date of termination. The termination shall be effective on the requested termination date, provided that Oracle has received payment of the fees for all services performed through the effective date of termination.

If either you or Oracle breach a material term of this Ordering Document and fail to correct the breach within thirty (30) days of written specification of the breach, then the non-breaching party may terminate this Ordering Document (and all services hereunder) upon written notice to the other party. If Oracle terminates the Ordering Document as specified in the preceding sentence, you must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Managed Cloud Services ordered under this Ordering Document plus related taxes and expenses. Except for breach of payment obligations, the non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach.

Oracle may temporarily suspend your password, account, and access to or use of the Managed Cloud Services if (i) your licenses and/or technical support for the Oracle programs specified in this Ordering Document lapse, (ii) you violate a restriction set in forth in Section 4 (Rights Granted, Ownership and Restrictions) or Section 6.1 (the Acceptable Use Policy) of this Ordering Document, (iii) in Oracle's reasonable judgment, the services or any component thereof are about to suffer a significant threat to security or functionality; or (iv) your Environment(s) malfunctions or otherwise affects network access within or to Oracle's Data Center(s) or another customer's

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environment. Oracle will provide advance notice to you regarding any such suspension in Oracle's reasonable discretion based on the nature of the circumstances and, if permitted by law, will provide a description of the cause of such suspension. Oracle will use reasonable efforts to re-establish the affected services promptly after Oracle determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, Oracle will make available to you your data as existing in the Environment on the date of suspension. Oracle may terminate this Ordering Document and the services hereunder if any of the foregoing causes of suspension is not cured within 30 calendar days after Oracle's initial notice thereof. Any suspension by Oracle of the services under this paragraph shall not excuse you from your obligation to make payment(s) under this Ordering Document.

Following termination of the services, (i) Oracle shall refund the unused portion of fees paid for the period for which services are terminated (except that Oracle shall not be obligated to refund or otherwise reimburse any setup fees identified in Appendix A), (ii) your right to access and use the Oracle Programs specified in this Ordering Document within the Environment(s) shall terminate, and (iii) you may otherwise use such programs subject to the terms of the Agreement and applicable order under which such program licenses were acquired.

Within seven (7) calendar days after the end of the Services Period, Oracle will deliver to you a final Decommission Backup containing your data.

Following termination of the services, (i) your right to access and use the Oracle Programs specified in this Ordering Document within the Environment(s) shall terminate, and (ii) you may otherwise use such programs subject to the terms of the Agreement and applicable order under which such program licenses were acquired.

9. Warranty and Disclaimers The sole and exclusive warranty for services provided to you is that Oracle warrants that the services will be provided in all material respects in accordance with the Managed Cloud Services specifications set forth in the Schedules under the Statement of Work defined in Appendix B of this Ordering Document. TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

ORACLE DOES NOT WARRANT THAT SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE THAT ORACLE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ORACLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

10. Exclusive Remedy If the services provided to you for any given month during the Services Period were not in accordance with the warranty specified in this Ordering Document, you must provide written notice to Oracle no later than five (5) business days after the last day of that particular month. Your notice must identify the services that were deficient and describe the deficiency (including the Service Request number notifying Oracle of the deficiency in service), and must be submitted to outsourcingcredit_ww@oracle.com. If applicable, Oracle will remit a services fee credit for such month calculated at 10 percent of 1/3 of the payment amount for the applicable quarter as set forth in the Payment Schedule table in Section 1 of Appendix A, for Oracle's failure to provide the services as warranted. The credit will be in the form of a credit towards any outstanding balance for Managed Cloud Services owed to Oracle, and the remittance of such credit WILL REPRESENT YOUR EXCLUSIVE REMEDY, AND ORACLE'S SOLE LIABILITY, FOR ALL BREACHES OF ANY WARRANTY SPECIFIED IN THIS ORDERING DOCUMENT.

11. Limitation of Liability NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS ORDERING DOCUMENT), DATA OR DATA USE. ORACLE'S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS ORDERING DOCUMENT, WHETHER IN CONTRACT OR TORT, OR

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OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO ORACLE FOR THE SERVICES UNDER THIS ORDERING DOCUMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THIS ORDERING DOCUMENT.

12. Data Privacy and Security In performing the services, Oracle will comply with the Oracle Services Privacy Policy, which is available athttp://www.oracle.com/html/services-privacy-policy.html and incorporated herein by reference. Our respective responsibilities for maintaining the privacy and security of your production data in connection with Oracle's Managed Cloud Services are described in the Security Practices for@Oracle Schedule included within the Statement of Work. The Oracle Services Privacy Policy and Security Practices for @Oracle Schedule are subject to change at Oracle's discretion; however, Oracle changes to the policy will not result in a material reduction in the level of protection provided for your data during the services term.

Oracle's Data Processing Agreement for Oracle Cloud Services (the "Data Processing Agreement"), which is available at http://www.oracle.com/dataprocessinqagreement and incorporated herein by reference, describes the parties' respective roles for the processing and control of Personal Data that you provide to Oracle as part of the Managed Cloud Services. Oracle will act as a data processor, and will act on your instruction concerning the treatment of your Personal Data residing in the Environment, as specified in this Ordering Document and the Data Processing Agreement.

You agree to provide any notices and obtain any consents related to your use of the services and Oracle's provision of the services, including those related to the collection, use, processing, transfer and disclosure of Personal Data.

The Schedules within the Statement of Work define the administrative, physical, technical and other safeguards applied to your data residing in the Environment, and describe other aspects of system management applicable to the services.

You remain solely responsible for your regulatory compliance in connection with your use of the services. You are responsible for making Oracle aware of any technical requirements that result from your regulatory obligations prior to entering into this Ordering Document. Oracle will cooperate with your efforts to determine whether use of the standard Oracle Managed Cloud Services is consistent with those requirements. Additional fees may apply to any additional work performed by Oracle or changes to the services.

You may not provide Oracle access to health, payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless specified in this Ordering Document. If available, you may purchase services from Oracle (e.g., Oracle Payment Card Industry Compliance Services, Oracle HIPAA Security Services, Oracle Federal Security Services) designed to address particular data protection requirements applicable to your business or your data.

Any data provided by you that resides in your Environment(s) shall be your Confidential Information as defined in the Agreement. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.

13. Service Tools, Service Analyses and Verification Oracle may use Tools to monitor and administer the services (e.g., to perform environment clones, password changes, monitoring and file system maintenance), and to help resolve your Oracle Service Requests. The Tools will not collect report or store any production data residing in your Environment(s), except as necessary to provide the services or to troubleshoot Service Requests or other Problems in your Environment(s). Information collected by the Tools (excluding any production data) may also be used to assist in managing Oracle's product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license and Services management.

Oracle may (i) compile statistical and other information related to the performance, operation and use of the services, and (ii) use data from the Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as "Service Analyses"). Oracle may make Service Analyses publicly available; however, Services Analyses will not

OnDemandJvlanaged Cloud Services Ordering Document for OLSA_v051415_PR_ENG

incorporate any production data or Confidential Information in a form that could serve to identify you or any individual, and Service Analyses do not constitute Personal Data. Oracle retains all intellectual property rights in Service Analyses.

Oracle may audit your use of the services (e.g., through use of software tools) to assess whether your use of the services is in accordance with this Ordering Document. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the Services in excess of your rights. If you do not pay, Oracle can end your services. You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the audit.

14. Change Control Oracle shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until you and Oracle agree in writing to the proposed change in (i) a new Oracle Managed Cloud Services Ordering Document, (ii) an Oracle Managed Cloud Services Ordering Document Amendment that references this Ordering Document, or (iii) for certain services, a purchase order that references this Ordering Document.

15. Force Majeure Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, terrorism or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This Section does not excuse either of our obligations to take reasonable steps to follow applicable disaster recovery procedures or your obligation to pay for the services.

You acknowledge that the Managed Cloud Services are designed with capabilities for you and Users to access the Environment without regard to geographic location and to transfer or otherwise move your data between the Environment and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of your data.

17. Order of Precedence In the event of any inconsistencies between (i) the Agreement and this Ordering Document, this ordering document shall take precedence, and (ii) this Ordering Document (excluding exhibits) and any attached exhibits, the exhibits shall take precedence. It is expressly agreed that the terms of the agreement and this Ordering Document and any attached exhibits shall supersede the terms in any purchase order, procurement internet portal or any other similar non-Oracle document and no terms included in any such purchase order, portal or other non-Oracle document shall apply to the Products and/or Service Offerings ordered, even if the purchase order, portal or other non-Oracle document is issued after the signature of this Ordering Document.

Oracle shall provide and maintain in full force and effect during the life of this Agreement as provided herein, policies of insurance covering all operations engaged in by Oracle as follows:

Professional Liability Insurance:

All required policies of insurance shall be in a form acceptable to the Autoridad de Energia Electrica de Puerto Rico and shall be issued only by insurance companies authorized to do business in Puerto Rico.

Oracle shall furnish a certificate of insurance in original signed by an authorized representative of the insurer in Puerto Rico, describing the coverage afforded. . ^

16. Other

18. Insurance

Oracle shall provide a Professional Liability Insurance with limits of $1,000,000 per occurrence and $1,000,000 aggregate.

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Nothing in this Ordering Document shall be deemed to preclude Oracle from selecting a new insurance carrier or carriers or obtaining new or amended policies at any time, as long as the above insurance coverage is maintained

This quote is valid through 31-MAY-2016 and shall become binding upon execution by you and acceptance by Oracle.

Oracle Caribbean, Inc. Autoridad de Energia Electrica de Puerto Rico

/ Authorized Signature

Name:

Title:

Signature Date: Ju3£ 6, 201c

Ordering Document Effective Date: (To be completed by Oracle)

Authorized Signature: 111 Name: Wdkjfi Title:

Signature Date:

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HP, ML

FOR ORACLE INTERNAL USE ONLY: Solution Expiration 30-mar-16, Gov Level Level 2, OSA Opportunity ID and Solution Set # 5RFCQ, CSQM Quote # and Version 49869, Fusion CRM Opportunity ID 5RFCQ

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APPENDIX A SERVICES ORDERED AND F E E S

This is Appendix A to the Ordering Document by and between Oracle and you. This Appendix sets forth the fees for the Oracle Managed Cloud Services.

1. Fees You agree to pay Oracle, quarterly in advance, and in accordance with the Payment Schedule table below, the following fees.

Year 1 Fee $ 877,987.00

Payment Schedule

Month Y e a r l Payments 1 73,165.58 2 73,165.58 3 73,165.58 4 73,165.58 5 73,165.58 6 73,165.58 7 73,165.58 8 73,165.58 9 73,165.58

10 73,165.58 11 73,165.58 12 73,165.62

TOTAL PAYMENTS

$ 877,987.00

All fees on this Ordering Document are in US Dollars.

You agree to pay any sales, value-added or other similar taxes that must be paid based on the services provided to you.

You shall reimburse Oracle for any actual, reasonable travel and out-of-pocket expenses incurred in connection with the services delivered on-site; such expenses are not included in the fees for the services and will be invoiced separately on a monthly basis.

You agree to pay within 30 days of written notification any fees applicable to your use of the Managed Cloud Services in excess of your rights. If you do not pay, Oracle can end your services and this Ordering Document.

All fees due under this Ordering Document are (i) due and payable net 30 days from date of invoice, and (ii) non-cancelable and the sums paid nonrefundable, except as otherwise specified in Sections 8 and 10 of this Ordering Document. l i f M J

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2. Services Ordered

The quantity and type of Managed Cloud Services purchased by you under this Ordering Document are detailed in the following table. For Oracle Programs for which you have purchased multiple Production Environments, the quantity and type of Core Services purchased for each such Production Environment are Services

Part# Managed Cloud Service Quantity

L102231

A97124

A97125

B27129

CORE SERVICES - COMPUTER AND ADMINISTRATION SERVICES- YEAR

For E-Business Suite Programs

Oracle Managed Cloud Services OCPU

Managed Cloud Services - Professional Application User

Managed Cloud Services - Self Service Application User

Managed Cloud Services - Additional Payroll Module Fee

49

650

10,841

1

A97038

Service Options

Managed Cloud Services - Enhanced Recovery Services - Maximum Availability - Processor

28

3. Computer and Administration Services Renewal

The Computer and Administration Services acquired in this Ordering Document can be renewed on an annual basis by executing a new Ordering Document conditioned to the acceptance of Oracle and the payment of the fees for the services. For every annual renewal of the ordering document, the annual fee for the services will increase by not less than a four percent (4%) over the highest monthly fee paid within the previous year, multiplied by twelve (12). ' .

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APPENDIX B STATEMENT OF WORK

This is Appendix B to the Ordering Document by and between Oracle and you. This Appendix B defines the Statement of Work of this Ordering Document.

The performance of services is contingent upon you meeting your obligations and responsibilities as described in the Statement of Work. You acknowledge and agree that any exception to your compliance is granted on the condition that Oracle is not responsible for the resulting consequences.

Oracle reserves the right to provide services from locations, and/or through use of subcontractors, worldwide. Subject to the terms and conditions of this Ordering Document, and to the same extent as Oracle is responsible for Oracle's performance hereunder, Oracle shall be responsible for the performance of services under this Ordering Document by any subcontractors engaged by Oracle to perform such services.

1. Statement of Work The Statement of Work describes the Managed Cloud Services ordered under this Ordering Document, and consists of the following Schedules. You may access the Schedules at https://support.oracle.com by searching on Document ID 780129.5

The following apply to all Schedules within the Statement of Work:

A. References to the term "Customer" shall mean "you" as defined in the Ordering Document.

B. Capitalized terms not otherwise defined in a Schedule within the Statement of Work shall have the meaning ascribed to them in the Definitions Schedule.

C. Oracle may make changes or updates to the services (such as infrastructure, security, technical configurations) during the Services Period, including to reflect changes in technology, industry practices, and patterns of system use. The Schedules are subject to change at Oracle's discretion; however, Oracle changes to the Schedules will not result in a material reduction in the level of performance or availability of the applicable Oracle Managed Cloud Services provided to you for the duration of the Services Period.

D. The Statement of Work may define provisioning and management processes applicable to the services (such as capacity planning), types and quantities of system resources (such as storage allotments), as well as any services deliverables. You acknowledge that use of the services in a manner not consistent with the specifications set forth in the Statement of Work may adversely affect services performance and/or may result in additional fees. If the services permit you to exceed the ordered quantity (e.g., soft limits on Refreshes), then you are responsible for promptly purchasing additional quantity to account for your excess usage. If you do not pay within 30 days, Oracle can end your services and this Ordering Document.

STATEMENT OF WORK SCHEDULES

(1) Infrastructure Services for ©Oracle Schedule

(2) Application Management Services Schedule

(3) For Oracle E-Business Suite Programs: Application Management Services for Oracle E¬Business Suite Schedule

(4) Refresh Schedule

(5) Security Practices for ©Oracle Schedule

(6) Governance Services Schedule

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(7) Definitions Schedule. The definitions identified in the Definitions Schedule apply to this Ordering Document and all Schedules within the Statement of Work as referenced in this Section I.

(8) Enhanced Recovery Services - Maximum Availability Schedule

(9) Enhanced Recovery Services Entitlement Schedule

(10) Backup Entitlement Schedule

(11) Refresh Entitlement Schedule /hDrQf (12) Service Options for ©Oracle Schedule ^ r l "

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APPENDIX C ENTITLEMENT AND ASSUMPTIONS

This is Appendix C to the Ordering Document by and between Oracle and you. This Appendix C specifies the Entitlement and assumptions for the Oracle Managed Cloud Services ordered under this Ordering Document.

All services referenced herein are subject to the terms and conditions of the Agreement and this Ordering Document, including all Schedules referenced in Appendix B.

For all services identified in this Appendix C for which there is a designated timeframe, in the event that Oracle's performance of the specified activities, exceeds the timeframe set forth in the applicable section, then you may be required to purchase applicable additional quantities of such services from Oracle; however, if Oracle's performance of such activities exceeds the set timeframe because Oracle failed to perform such activities as warranted, then Oracle shall re-perform the deficient activities beyond the designated timeframe at no additional charge. If purchase of additional quantities is required as described in this paragraph, such purchase shall be via (i) an Oracle Managed Cloud Services Ordering Document, (ii) an Oracle Managed Cloud Services Amendment, or (iii) for certain services, a purchase order that references this Ordering Document.

1. Environment, VPN and Storage Entitlement The following table in this Section 1 summarizes, by type of Oracle Program, the Environment, VPN and storage Entitlement for Core Services and, if applicable, Service Options, ordered under the Ordering Document.

Non- Disaster

Oracle Programs or Service Standard Production Production

Support Production

Environments Recovery

Environmen Storage (in Option VPNs Environments Environments ts Gigabytes)

Oracle E-Business Suite Programs - Environment 1 1 2

•

3 6800

Oracle E-Business Suite Programs - Environment 1 -Enhanced Recovery Services - Maximum Availability

1 2,400

TOTAL FOR ALL ORACLE AND/OR SERVICE OPTION 1 1 2 3 1 9,200

PROGRAMS

2. Governance Services

As part of the Core Services, you will receive the type and quantity of Governance Services defined in the following table, per 12 month period.

Governance Services Entitlement

Service , Quantity/Type

Customer Management Lead Named Resources

Customer Management Delivery Methodology Remote

Account Review Frequency Quarterly

Account Review Delivery Methodology Onsiteq

Service Plan Frequency Bi-Weekly

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Or

Service Quantity/Type

Availability Plan Frequency Quarterly

Service Request Review Frequency Bi-Weekly

Service Review Frequency Quarterly

Service Review Delivery Methodology Onslte

The delivery of the entitlements identified in the Governance Services Entitlement table above is subject to, and shall not exceed, the maximum of 200 service delivery days per year. A "day" consists of 8 hours.

3. Core Services

1. Concurrent Usage The services are designed to accommodate the concurrent usage indicated in the following table ("Usage Estimates"). Concurrent usage is the number of End Users simultaneously logged into the Environment. You agree that Oracle is not responsible for any performance problems resulting from concurrent usage that exceeds the Usage Estimates indicated in the following table.

Usage Estimates

Oracle Programs Your Estimated Peak

Concurrent Use

Oracle E-Business Suite Programs 1833

B. Oracle E-Business Suite

The following table defines the quantity and type of services that are provided to you for the Oracle E-Business Suite Programs.

Oracle E-Business Suite Entitlement

Service Quantitv/Tvpe

Environments As indicated in Section 1 .A of this Appendix C

Storage As indicated in Section 1 .A of this Appendix C

Backups As indicated in the Backup Entitlement Schedule

Refreshes As indicated in the Refresh Entitlement Schedule

Data Exports One per year

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Periodic Weekly Maintenance Plan - Mandatory or emergency patching

Monthly - Content Updates (i.e. Vertex Payroll and sales tax data) Bi-Annually - Technology Stack updates - Application patch sets that do not affect functionality - Implementation of system assessment recommendations

The delivery of the entitlements identified in the Governance Services Entitlement table above is subject to, and shall not exceed, the maximum of 200 service delivery days per year. A "day" consists of 8 hours.

Services under the PMP do not include the deployment of Major Releases. Critical Patch Updates will be performed quarterly or as released by Oracle Product Development.

4. Service Options The period of Service Options provided under a Schedule to this Ordering Document shall begin on the effective date of the Ordering Document and shall end on the earlier of the following to occur: (i) Oracle's performance of the quantity of such Service Options under the applicable Schedule within the timeframe set forth in this Section 4, (ii) the end of the Services Period, or (iii) the termination or expiration of the applicable Service Options or the Core Services in accordance with the Ordering Document.

Any unused Service Options remaining at the end of the applicable term shall be forfeited, and Oracle shall have no further obligation with respect to such Service Options.

A. Enhanced Recovery Services - Maximum Availability

The following table defines the quantity and type of Enhanced Recovery Services - Maximum Availability services that are provided to you in conjunction with the Core Services. Maximum Availability services are provided under the Enhanced Recovery Services - Maximum Availability Schedule.

Enhanced Recovery Services - Maximum Availability Entitlement

Service Quantity/Type

Oracle Program(s) As indicated in Section 1 .A of this Appendix C

Production Environments As indicated in Section 1 .A of this Appendix C

Tests per year 1

5. Assumptions The assumptions identified in this Section 5 apply to the Schedules under the Statement of Work. You acknowledge that if any of the assumptions prove to be incorrect, or if Oracle's cost of providing services is increased because of (i) your failure to meet the obligations listed in the Statement of Work or to provide reasonable cooperation, or (ii) because of any other circumstance outside of Oracle's control, then additional fees for the additional work performed by Oracle due to such circumstances may apply.

A. Product and Architecture Scope Assumptions

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The following table outlines high-level, product-related assumptions for the services ordered by you. Oracle Program versions and Technology Stack details, if applicable, are based on Oracle's configuration standards current as of the effective date of the Ordering Document.

Architecture Assumptions

Oracle E-Business Suite Programs

Application, Pillar, and/or Modules Releases

EBS 12.1.3

Server Virtualization Oracle Managed Cloud Services will determine and implement server virtualization where applicable.

Public Internet Access

Yes

Environment Nodes as of Effective Date

Production Environment: 8 Nodes

Production Support Environment: 8 Nodes

Non-Production Environment: 7 Nodes

Miscellaneous

Estimated Production Go-Live Date(s)

Oracle E-Business Suite Programs - Not Applicable:

B. Disaster Recovery Assumptions

The following table outlines high-level assumptions for the Disaster Recovery services ordered by you.

Disaster Recovery Assumptions

Disaster Recovery for Oracle E-Business Suite Programs - Environment 1

Offsite Backup As Identified in the Applicable Entitlement Schedule

Recovery Time Objective

As identified in the Enhanced Recovery Services - Maximum Availability Schedule

Recovery Point Objective

As identified in the Enhanced Recovery Services - Maximum Availability Schedule

6. Cooperation

Oracle's performance of the services is dependent on your timely provision of assistance, cooperation, and complete and accurate information and data from your officers, agents and employees. You are solely responsible for any deficiencies resulting from your failure to provide full cooperation or your failure to complete all assigned responsibilities as defined in the Ordering Document and Statement of Work. yipiS

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APPENDIX D PROGRAMS SUPPORTED

This is Appendix D to the Ordering Document by and between Oracle and you. This Appendix specifies the Oracle Programs for which the Core Services identified in Appendix A of the Ordering Document are provided.

Your use of the Oracle Programs is subject to your license agreement for such programs.

1. Definitions The definitions below define the access provided for the types of Core Services provided under this Ordering Document.

Application User is defined as an individual authorized by you to access the application program designated in the name of such user, through Oracle Managed Cloud Services, regardless of whether or not the individual is actively using Oracle Managed Cloud Services at any given time. For example, an Asset Tracking Application User may access the Asset Tracking program as described in this paragraph. If an application program is not specified in the name of such user, the user may access the programs identified in the corresponding program table listed in Section 2 of this Appendix D.

Self Service Application User is defined as an individual authorized by you to access the programs specified in the corresponding program table listed in Section 2 of this Appendix D.

The tables below identify the Oracle Programs for which Core Services are provided.

Oracle E-Business Suite Programs - Environment 1

Managed Cloud Services Professional Application User Category Programs Order Management Order Management

Logistics Inventory Management

Procurement Purchasing, iProcurement, iSupplier Portal

Projects Project Contracts

Financial Financials

Human Resources Human Resources, iRecruitment, Payroll **, HR Intelligence, Self-Service Human Resources, Time,and Labor

Read Only Users Financials, Purchasing, Project Costing, Service Contracts, Project Contracts, Sales Contracts, Discrete Manufacturing, Process Manufacturing

Managed Cloud Services Self Service Application User Category Programs Procurement Sourcing

Human Resources Self Service Human Resources

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