This Rental Agreement (“Agreement”) is made by and between Bryant Expert Medical Equipment Service, Inc. d/b/a Bemes, Inc., (“Bemes”) and the customer identified on the foregoing page(s) (“Renter”), and the parties agree that the following Terms & Conditions are incorporated by reference into the Agreement:

PAYMENT TERMS: Payment will be due upon the date of delivery of the equipment for the succeeding rental period and shall be due on the first day of each rental period thereafter. Interest at a rate of 1% per month from the due date of any such payment will be charged on all unpaid amounts.

WARRANTY: Bemes warrants that the equipment identified on the Agreement (the “equipment”) are in good working condition and shall conform to the description provided therein; provided that, this warranty shall become void if Renter mishandles or damages the equipment or uses the equipment not in accordance with its instructions or intended use. BEMES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS IS EXPRESSLY PROVIDED HEREIN. BEMES MAKES THIS WARRANTY AND THE RENTER ACCEPTS THIS WARRANTY IN LIEU OF ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED.

LIMITATION ON LIABILITY & INDEMNIFICATION: Bemes’s liability for any and all claims, damages, losses, or injuries arising out of or relating to its performance or breach of the Agreement shall be limited to and not exceed the total cost of the order placed by Renter pursuant to this Agreement. Bemes is not responsible for any liability arising out of the operational maintenance carried out by Renter, including any user permitted to use the equipment by Renter. Bemes is not responsible for any direct or indirect damage that arises during Renter’s possession of the equipment. Renter shall indemnify and hold harmless Bemes, and its respective employees, agents, officers, and directors, from and against any and all liability that arises out of Renter’s use, operation, application, or possession of the equipment.

ACCEPTANCE OF EQUIPMENT: Renter agrees to inspect each item of equipment delivered to it pursuant to this Agreement. Renter shall notify Bemes within three (3) business days of delivery of any equipment ordered pursuant to this Agreement regarding any damaged equipment or discrepancy between any equipment ordered and the equipment received. Failure to provide Bemes with written notice within the aforementioned timeframe will be conclusive proof that Renter accepted the equipment and the condition thereof.

OWNERSHIP OF EQUIPMENT: The equipment is owned by Bemes and Renter shall not hereby acquire any ownership interest in the equipment.

COMPLIANCE WITH LAW: The equipment must be used and operated in a careful manner. Renter agrees to maintain, operate, use, and possess the equipment in compliance with any federal, state, or local laws governing such equipment, including, but not limited to, obtaining any necessary registration and/or licensing requirements to maintain, operate, use, and possess such equipment.

RISK OF LOSS & RETURN OF EQUIPMENT: Renter assumes all risks of loss or damage to the equipment from any cause. Renter must return equipment in substantially the same condition as Renter received it, irrespective of any reasonable wear and tear. Renter is responsible for any damage that requires repair and is deemed outside the ordinary normal wear and tear, in Bemes’s sole discretion.

RIGHTS ON DEFAULT: In addition to any rights available to Bemes by law, if Renter is in default of this Agreement, Bemes may, without prior written notice to Renter, take possession of any equipment subject to this Agreement as provided by law and hold Renter responsible for any costs of repair or recovery of the equipment. Renter shall reimburse Bemes for any costs Bemes incurs, including reasonable attorneys’ fees and court costs, which are necessary to collect sums due it under this Agreement, including, but not limited to, those attorneys’ fees and costs incurred in any legal action or proceeding instituted by Bemes and any appeal therefrom, in addition to other damages or relief to which Bemes may be entitled, regardless of whether final judgment is entered in any action or proceeding and any appeal therefrom.

GOVERNING LAW & JURISDICTION: This Agreement shall be governed by the laws of the State of Missouri, excluding that State’s choice-of-law principles, and all claims relating to or arising out of this agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of Missouri, excluding that State’s choice-of-law principles. The Renter hereby irrevocably (a) submits to the nonexclusive jurisdiction of any Missouri state court sitting in St. Charles County, Missouri, and/or any United States of America court sitting in the Eastern District of Missouri, Eastern Division, as Bemes may elect, in any suit, action or proceeding arising out of or relating to this agreement, (b) agrees that all claims in respect to such suit, action or proceeding may be held and determined in any of such courts, (c) waives, to the fullest extent permitted by law, any objection which the Owner may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, (d) waives any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and (e) authorizes the service of process upon the Owner by registered mail sent to the Owner at its address set forth in this Agreement. Each of the Owner and Bemes hereby irrevocably waive the right to trial by jury with respect to any action in which the Owner and Bemes are parties relating to or arising out of or in connection with this Agreement.

SEVERABILITY: If any provision of this Agreement is found to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed not to be part of this Agreement, and the remaining provisions shall continue to be valid and enforceable.

NOTICES: All notices required or permitted by this Agreement shall be in writing addressed to the party sought to be notified. All notices required or permitted by this Agreement shall be deemed delivered when delivered in person or by mail.

ENTIRE AGREEMENT & MODIFICATION: This Agreement, inclusive of the foregoing pages, constitutes the entire agreement between Bemes and Renter. This Agreement shall not be modified or amended in any way unless such modification or amendment is in writing signed by Bemes and Renter.

BINDING; ASSIGNMENT: This Agreement is binding upon the successors and assigns of the parties hereto and may not be assigned by either party without the prior written consent of the other party.