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<br />First Amendment to the Purchase
<br />Agreement for Goods, Commodities,
<br />and Services
<br />Page 14 of 18
<br />REV: 04-09-26 LR
<br />10. Terms and Conditions of Sale
<br />10.1 Orders, Fees, and Payment
<br />(a) Orders.
<br />When the parties agree to an Order Form, Customer agrees to pay Skydio the applicable fees on time, and
<br />Skydio agrees to provide the purchased Products and Services. Except as otherwise specified in this Agreement
<br />or in an Order Form: (i) orders and payment obligations are non-cancelable and fees paid are non-refundable,
<br />and (ii) quantities purchased cannot be decreased during any applicable Subscription Term.
<br />(b) Fees.
<br />The fees shall be listed in an Order Form or, if not, then as otherwise quoted by Skydio or, if not, then at Skydio's
<br />standard prices and fees in effect at the time the order is placed. The fees shall become payable upon fulfillment
<br />and shall be paid in United States Dollars. If Customer provided a credit card number at the time of purchase, it
<br />will be charged upon fulfillment. For all other orders, Skydio will invoice Customer for applicable fees under each
<br />Order Form upon Skydio's full or partial delivery of the Hardware, provisioning of Software or Services, or delivery
<br />of the deliverables, as applicable. Orders will be shipped via the most economical method as determined by
<br />Skydio and may be shipped as one or more shipments. Customer agrees to accept and pay for Hardware in
<br />partial shipments; provided, however, that Skydio shall only submit an invoice, based on applicable fees and
<br />discounts, for Hardware it has shipped. Each Product or Service identified in an Order Form shall be deemed a
<br />separate sale and shall have its own delivery schedule, period of performance, and/or completion date. Skydio
<br />shall invoice Customer for applicable Software or Services fees, subject to any discounts, upon provisioning.
<br />Unless otherwise expressly set forth in the Order Form, all invoices are due and payable within thirty (30) days
<br />of the date of invoice, and all fees are payable and charged (i) at the beginning of each Subscription Term, and
<br />(ii) at the time of each renewal thereof.
<br />10.2 Recurring Payments
<br />Skydio may charge interest for all undisputed amounts not paid when due at the lower of 1.5% interest rate per
<br />month or the highest rate permitted by law. Skydio may suspend or terminate access to the Offerings if any
<br />undisputed invoices are past due, which shall not relieve Customer from its obligation to pay all amounts owed.
<br />If Customer elects to pay recurring fees by credit card or debit card, as specified in the Order Form, it hereby
<br />authorizes Skydio to charge the card as recurring fees are due. Each Subscription Term is a continuous and non-
<br />divisible commitment to purchase the applicable Services for the full duration of the then-current Subscription
<br />Term, as applicable, regardless of any payment schedule. Skydio will invoice Customer, and Customer will
<br />reimburse Skydio, on a monthly basis for actual and reasonable travel and living expenses incurred in connection
<br />with Skydio's provision of any Professional Services or in-person Training Services. If Skydio sends a past due
<br />account to collections, Customer will be responsible for any resulting collection and attorneys' fees.
<br />10.3 Taxes and Tax Exempt
<br />Fees are exclusive of taxes or duties of any kind. Customer will be responsible for, and will promptly pay, all
<br />taxes and duties (including but not limited to sales, use and withholding taxes) associated with this Agreement
<br />or Customer's use of Products or Services, except for taxes based on Skydio's net income. To place a tax exempt
<br />Order, please contact help@skydio.com. You will need to provide proof of tax-exempt status for the state where
<br />the product is being shipped BEFORE you place the order or make any payments. Any relevant documentation
<br />provided to demonstrate tax exempt status must match the exact name of the tax exempt entity or individual on
<br />the order. The payment method, whether credit card or other form of online payment, must match the exact name
<br />of the tax exempt entity or individual on the order form. Skydio reserves the right to deny tax refunds for orders
<br />placed before Skydio has ensured the transaction was conducted pursuant to legal requirements and internal
<br />policies. Skydio makes no guarantee to honor or otherwise provide tax exemptions not required by law.
<br />10.4 Shipping Terms
<br />Shipping terms for domestic orders of Hardware within the United States are FOB Origin, freight prepaid.
<br />Shipping terms for international orders are EXW Skydio warehouse (Fremont, California or Hayward, California,
<br />as applicable) or other Skydio designated shipment point (INCOTERMS 2020). Any assistance Skydio provides
<br />in connection with Customer's transportation of Products shall not be deemed to change the foregoing shipping
<br />terms. Any reference to shipping charges contained in an Order Form is an estimate only, and Customer is
<br />responsible for all applicable shipping charges. Skydio is not responsible for any differences that may occur
<br />between shipping estimates contained in the Order Form and shipping charges applicable at the time of shipment
<br />as set forth in the invoice. Skydio retains a first priority security interest and lien on all goods sold hereunder until
<br />they are all paid for in full, including any late payment fees and cost of collection. Customer shall cooperate with
<br />ATTY/AGR.2026/Amend. No.1/Axon Enterprise, Inc. (Axon Purchase Agreement Amendment) (Page 14 of 69)
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