Terms and Conditions

These Terms and Conditions and any of its exhibits and attachments are attached to and are incorporated into the Order Form (“Order Form”) and shall govern the Services (as defined below) requested by and provided to Customer by CoverPin. These Terms and Conditions and the Order Form are collectively referred to herein as the “Agreement”. Customer and CoverPin are as defined in the Order Form and are sometimes referred to herein individually as a “Party” or together as the “Parties”.

Customer and CoverPin agree as follows:

1 SERVICES AND FEES

1.1 Provision and Use of the Services. CoverPin through one or more of its affiliates, subcontractors or other agents (“CoverPin Parties”) shall provide to Customer the services selected by Customer as described in Exhibit A, in accordance with the terms of this Agreement (collectively, the “Services”). CoverPin shall be responsible for the performance of such CoverPin Parties. Customer shall perform all Customer responsibilities and obligations set forth in this Agreement, including any exhibits and attachments hereto, and shall be responsible for the performance of its affiliates, personnel, and subcontractors (“Customer Users”) and shall otherwise cooperate with CoverPin in connection with CoverPin’s provision of the Services. Customer shall use the Services only for its internal business purposes and will be responsible for ensuring that each of its Customer Users receiving the Services complies with the terms and conditions of this Agreement. CoverPin shall perform the Services for (i) Customer, (ii) Customer’s affiliates listed on Exhibit B hereto, and (iii) any other affiliate of Customer that Customer notifies CoverPin of in writing, once CoverPin has initiated Services for such affiliate. For the avoidance of doubt, the Services may not be utilized by, and will not be performed for, any third-party advisors or counsel (e.g., outside counsel) acting on behalf of the Customer, and third-party advisors or counsel are not permitted to be Customer Users hereunder. CoverPin reserves the right to modify, replace, suspend or terminate any of the Services upon advance written notice to the Customer.

1.2 Out of Scope Services. If Customer requires additional services not in the scope of this Agreement (“Out of Scope Services”) Customer shall request such Out of Scope Services in writing and if CoverPin offers and agrees to provide such Out of Scope Services, Customer agrees to pay the applicable service fees and disbursements for such Out of Scope Services. CoverPin will provide a current fee schedule upon request for Out of Scope Services.

1.3 Customer Information. Customer acknowledges and agrees that performance of the Services shall be dependent on the timely completion of Customer’s responsibilities and obligations under this Agreement. Notwithstanding anything to the contrary herein, Customer will be responsible for the timely provision and accuracy of all information provided to CoverPin or entered into CoverPin’s system by Customer or on Customer’s behalf and also for the consequences of any instructions given by Customer to CoverPin.

1.4 Fees. For Services performed by CoverPin under this Agreement, Customer hereby agrees to pay CoverPin the applicable fees set forth in the Order Form, including the Annual Fee (as annually adjusted by the Initial Term Annual Percentage Increase and/or the Renewal Term Annual Percentage Increase, if applicable). The Fees are based on the current requirements, projected use, specifications, volumes and quantity as communicated to CoverPin by Customer and may be revised if Customer’s actual requirements, projected use, specifications, volumes or quantity materially varies from those communicated to CoverPin. Any failure by Customer to pay such revised Fees shall be a material breach of this Agreement. Fees do not include pass-through expenses such as jurisdiction disbursement fees, expedite fees, access fees, and taxes, which are the responsibility of Customer (“Pass-Through Expenses”) and Customer shall reimburse CoverPin for any such Pass-Through Expenses paid by CoverPin on behalf of Customer. With respect to any Pass-Through Expenses that exceed $1,000, CoverPin, upon notice to Customer, may require Customer to pre-pay such Pass-Through Expenses. Unless otherwise provided in the Agreement, Customer shall pay all sales, consumer, use and similar taxes in connection with the Services (other than taxes on CoverPin’s net income).

2 THE TERM

2.1 This Agreement shall be effective as of the Effective Date and shall continue for the length of the Initial Term (and any applicable Renewal Term) as set forth on the Order Form. The Initial Term and any effective Renewal Term shall together be known as the “Term”. Each one-year period of the Term shall be known as a “Contract Year”.

3 TERMINATION

3.1 Termination for Breach. Either Party may terminate this Agreement or a particular Service (i) if the other Party fails to perform any material obligation of this Agreement (including the payment of amounts owed hereunder), and such breaching Party fails to take good faith steps to cure such failure within thirty (30) days after receipt of notice from the other Party specifying such failure in reasonable detail or (ii) if the other Party seeks protection or commences any action under applicable bankruptcy laws or similar laws regarding insolvency or relief for debtor.

3.2 Effect of Termination. Upon the termination or expiration of this Agreement, (i) all earned and unpaid Fees and expenses will become immediately due and payable, (ii) all fees in connection with the removal of CoverPin’s name as its Registered Agent in the applicable Secretary of States’ offices shall be payable by Customer, (iii) all rights (including any access and use rights and licenses) granted to Customer under this Agreement shall be terminated, and (iv) all Confidential Information shall be handled in accordance with Section 6.3; provided, however, that in the event that Customer terminates as a result of CoverPin’s uncured breach of this Agreement, clause (ii) above shall not apply.

4 CUSTOMER OBLIGATIONS

Customer agrees that during the Term of this Agreement, it shall cooperate with CoverPin in the provision of the Services and perform such tasks and responsibility as required for the fulfillment and receipt of the Services, including, without limitation, (1) executing the necessary Power of Attorney and other documentation as requested by CoverPin, (2) supplying information in formats as necessary and as requested by CoverPin, (3) updating CoverPin regarding any changes to information required in a timely manner and in the format requested by CoverPin, (4) in instances where CoverPin cannot compile data, providing CoverPin with filings or other compliance requests no less than five days prior to the filing deadline (it being understood that CoverPin bears no responsibility for penalties associated with late filings) and (5) any other obligations set forth in Exhibit A as may be applicable to the selected Services.

5 STATEMENTS AND PAYMENT TERMS

Upon receipt of each invoice, Customer agrees to pay CoverPin the applicable invoice amount within the payment time period stated in the Agreement.

6 CONFIDENTIAL INFORMATION AND TRADE SECRETS

6.1 Confidential Information. “Confidential Information” includes all trade secrets, processes, proprietary data, pricing, technology and product information, business and any other proprietary or confidential information provided by the disclosing Party to the receiving Party in connection with this Agreement, but excludes any information which: (a) is generally available to the public through no fault of the receiving Party or any of its Subsidiaries, other affiliates, directors, officers, employees, contractors, subcontractors, or other agents (collectively, a Party’s “Representatives”); (b) is or becomes available to the receiving Party through a source other than the disclosing Party or its Representatives that is not known or reasonably believed to have any legal, contractual or fiduciary duty of confidentiality; or (c) is or has been developed by the receiving Party independently of the disclosing Party or any of its Representatives and their respective Confidential Information.

6.2 Treatment of Confidential Information. Each Party covenants and agrees that it will keep and maintain all Confidential Information of the other Party in strict confidence, using such degree of care as is appropriate and reasonable to avoid unauthorized use or disclosure, it will not disclose the other Party’s Confidential Information to any third party, except with disclosing Party’s prior written consent and it will use and disclose Confidential Information of the other Party solely for the purposes set forth in this Agreement. In the event either Party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of the other Party, the recipient shall promptly notify the other Party and cooperate with such other Party, at its cost and expense, in such other Party’s efforts to avoid, limit the required disclosure of or otherwise request confidential treatment for any such Confidential Information. Unless the demand shall have been timely limited, quashed or extended, then notwithstanding the confidentiality terms in this Section 6, the recipient shall be entitled to comply with such demand as, when and to the extent required or permitted by law; provided the recipient shall only provide such Confidential Information as is required to be disclosed.

6.3 Return or Destruction of Confidential Information. Upon the termination of the Agreement by either Party (in accordance with this Agreement) or at any other time upon the other Party’s request, each requested Party will return or, at the election of the Party holding the other Party’s Confidential Information, destroy all tangible Confidential Information provided by or on behalf of the other Party. Such destruction or return will be confirmed by each Party in writing to the other Party. Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be required to return or destroy copies of any computer tapes, files or records containing the Confidential Information which have been created pursuant to any automatic archiving, back-up or disaster recovery procedures (including backup tapes), but such receiving Party shall not seek to access or use any such Confidential Information after any written request by the disclosing Party for its return or destruction.

6.4 Injunctive Relief. The Parties acknowledge that the unauthorized disclosure of Confidential Information in breach of this Section 6 may cause irreparable injury to the disclosing Party and damages, which may be difficult to ascertain. Therefore, the disclosing Party shall, upon such unauthorized disclosure of any Confidential Information, be entitled to seek injunctive relief or other equitable relief against the receiving Party.

7 OWNERSHIP RIGHTS

All intellectual property rights in the Services and products (including related tutorials and documentation) provided or made available to Customer by CoverPin as a part of the Services (including all improvements, enhancements, modifications or updates) (“Products”) shall remain the exclusive, sole and absolute property of CoverPin or the third parties from whom CoverPin has obtained the right to use the CoverPin Products. Intellectual property created by CoverPin pursuant to this Agreement shall be owned by CoverPin. During the Term, Customer shall have a personal, non-transferable, non-exclusive right to access and use the CoverPin Products in connection with the Services solely for the internal business purposes of Customer. Customer acknowledges that the access and use of certain CoverPin Products are subject to additional online terms of use. Customer shall not permit any third party to use the Services or CoverPin Products in any way whatsoever without the prior written consent of CoverPin. Without limiting the foregoing, Customer shall not, and shall not permit any person or entity to, offer or use the Services for the benefit of any affiliated or unaffiliated third parties, including in any computer service business, service bureau arrangement, outsourcing or subscription service, time sharing or other participation arrangement. Customer shall at all times retain all intellectual property rights in all Customer Data, proprietary information and materials provided by Customer in connection with the use and receipt of the Services.

8 DISCLAIMER

COVERPIN PROVIDES THE SERVICES AND ANY RELATED DOCUMENTATION, SOFTWARE OR EQUIPMENT WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. COVERPIN DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND COVERPIN SHALL HAVE NO LIABILITY THEREFOR. NO EMPLOYEE OR AGENT OF COVERPIN OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT.

9 LIMITATION OF LIABILITY

9.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, BUSINESS OR DATA), REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, STATUTE OR ANY OTHER LEGAL THEORY) AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH LOSSES OR DAMAGES.

9.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT EXCEPT FOR CUSTOMER’S OBLIGATION TO PAY ALL FEES DUE HEREUNDER, IN NO EVENT SHALL THE TOTAL AND CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER PARTY AND ANY RELATED INDEMNITEES FOR ANY CLAIM OR CLAIMS HEREUNDER OR WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES EXCEED AN AMOUNT EQUAL TO THE LIMITATION OF LIABILITY CAP (AS DEFINED IN THE ORDER FORM), LESS AGGREGATE DAMAGES PREVIOUSLY PAID BY SUCH PARTY UNDER THIS AGREEMENT.

10 INDEPENDENT CONTRACTOR

CoverPin is acting in performance of this Agreement as an independent contractor. CoverPin’s employees are not employees or agents of Customer and are not entitled to any of Customer’s employee benefits. Customer is not responsible for payment of workers’ compensation, disability benefits or unemployment insurance, nor is Customer responsible for withholding or paying employment related taxes for CoverPin or any employee of CoverPin.

11 ASSIGNMENT & CHANGE OF CONTROL

11.1 Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned by either Party without the prior written consent of the other. Notwithstanding anything to the contrary in this Agreement, either Party has the right to assign this Agreement or delegate its duties, in whole or in part, to an Affiliate or successor-in-interest to its business to which this Agreement relates, without any consent of, but with notice to, the other Party; provided, however, that any such assignment or transfer of rights hereunder shall not release the assigning Party of its obligations under this Agreement without the other Party’s prior written consent. Any attempted assignment by a Party of this Agreement or any its rights or obligations hereunder in breach of this section shall be void and of no effect.

11.2 Customer shall promptly notify CoverPin in the event that Customer sells all or substantially all of its assets; Customer undergoes any merger, consolidation or acquisition with, by or into another corporation, entity or person; or there is a change in the ownership of more than 50% of Customer’s voting capital stock.

12 COMMUNICATIONS

All notice requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) on the date of service if served personally on the Party hereto to whom notice is to be given; (b) on the day after delivery to Federal Express or similar overnight carrier or the Express Mail Service maintained by the United States Postal Service; or (c) on the fifth day after mailing, if mailed to the Party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed, to the Party as follows: (i) if to CoverPin, CoverPin, Inc., 1207 Delaware Ave #130, Wilmington, DE 19806 and (ii) if to Customer, at the address for Customer set forth on the Order Form. Any Party hereto may change its address for the purpose of this Section by giving the other Party written notice of its new address in the manner set forth above.

13 SURVIVAL

All provisions hereof relating to proprietary rights, confidentiality and non-disclosure, indemnification and limitation of liability shall survive the completion of the Services or any earlier termination, expiration or rescission of this Agreement.

14 SECTION HEADINGS

The section headings are used in this Agreement for reference and convenience only and do not affect this Agreement’s construction or interpretation.

15 PUBLICITY

Neither Party shall use the name, trademark, service mark, trade name, logo or other commercial or product designations of the other Party in any way, in print or electronic format or on a web or internet site, without the prior written consent of the other Party in each instance; unless it relates directly to the provision of Services hereunder.

16 APPLICABLE LAW; FORUM; WAIVER OF TRIAL BY JURY

The laws of the State of California shall govern this Agreement, excluding any laws of such state which would render the selection of California law ineffective. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement shall bring the legal action or proceeding in the courts of the State of California sitting in Santa Clara County. Each Party waives, to the fullest extent permitted by law, (a) any objection to the venue of any action or proceeding arising out of or relating to this Agreement brought in such Santa Clara County courts; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

17 SEVERABILITY

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision is to that extent deemed omitted, and the balance of the Agreement remains in full force if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

18 AMENDMENTS; WAIVER

No amendment or modifications to this Agreement shall be valid or enforceable unless in writing executed by the authorized representatives of Customer and CoverPin. A Party may not waive a right or remedy except pursuant to a writing executed by such Party. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the Parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion. The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.

19 FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance of its obligations hereunder (other than Customer’s obligation to pay the Fees for Services provided) when such failures or delay is caused by events or causes beyond the control of such Party, including, without limitation, any of the following events, acts of God, extreme weather, natural calamities, labor strikes or unrest, terrorist attacks, government actions or orders, power outages and disruptions in communication lines, pandemics, epidemics or outbreak of communicable disease, quarantines, national or regional emergencies, cyber-attacks or technology failures as a consequence of malicious third party software, or any other cause, whether similar in kind to the foregoing or otherwise, beyond the Party’s reasonable control.

20 EXHIBITS

All exhibits, schedules, and attachments to this Agreement are incorporated into this Agreement by reference and made a part of this Agreement.

21 NO THIRD PARTY BENEFICIARIES

The Parties intend that this Agreement will not benefit or create a right or cause of action in or on behalf of any person or entity, other than the Parties hereto or the Customer Parties or the CoverPin Parties, but with respect to the Customer Parties and CoverPin Parties, only to the extent permitted under Section 9 hereof.

22 COUNTERPARTS

The Parties may execute this Agreement in any number of duplicate originals and in multiple counterparts by original, .pdf (or similar format for scanned documents) or facsimile signature, each of which constitutes an original, and all of which, collectively, constitute only one agreement. This Agreement is effective upon delivery of one executed counterpart from each Party to the other Party.

23 ENTIRE AGREEMENT

This Agreement, together with the exhibits, schedules, and attachments and all applicable online terms of use, constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, proposals and discussions, whether oral or written, of the Parties, and there are no warranties, representations and/or agreements between the Parties in connection with the subject matter hereof except as set forth in this Agreement. In the event of a conflict between the terms of the Agreement and any exhibit, schedule, attachment or any applicable online terms of use, the terms of the Agreement shall govern. Neither Party shall be bound nor liable to the other Party for any representation, warranty, promise, covenant or understanding made by any agent, employee or other person that is not embodied in this Agreement. Purchase orders, work orders or similar documents submitted to CoverPin by Customer will be for Customer’s internal administrative purposes only and the terms and conditions contained in any such purchase orders, work orders or similar documents will have no force and effect and will not amend or modify this Agreement.

EXHIBIT A – SCHEDULE OF SERVICES

Registered Agent Services

• Domestic State Registered Agent

• Foreign State Registered Agent

• Special State Agency

• Special Federal Agency

• Assumed Name

• Federal Motor Carrier Act

• Business Entity Monitoring

Service of Process

• Electronic Service of Process Delivery

• SOP Acknowledgement Service

• Service of Process Access, Reporting and Analysis

• Docket History through Service of Process Transmittal

• Service of Process Portal

Transactional Services

Filings

• Form Preparation

• Priority Handling – 2-hour to 24-hour

• Priority Handling – 1-hour or less

• Incorporation/Formation

• Qualification/Registration

• Name Registration

• Dissolution/Cancelation

• Withdrawal

• Amendment

• Annual Report Filing

• Reinstatement

• Assumed Name

• Evidence of Amendment/Merger

• Mergers

Miscellaneous Services

• County Recordings

• Tax Clearance

• Pre-Clearance

Documents

• Document Retrieval – Certificate of Good Standing

• Document Retrieval – Certified and Plain Documents

• Bring Down Letters

• Information Check

• Authentication

• Publications

Annual Report Managed Service

Following completion of the on-boarding process, CoverPin will:

• Conduct an audit of entities in all jurisdictions

• Track all annual report due dates for Customer

• Prepare or update, as applicable, all annual reports using data provided by Customer to CoverPin

• Submit annual reports to the state in a timely manner, either in hard copy or electronically, in a manner determined by CoverPin

• Sign all documents presented for filing under a power of attorney provided to CoverPin by Customer

• Record and report dates documents are filed

• Pay all appropriate fees by check, prepaid account, or prepaid online filing

• Compile, sign and file annual or biennial reports for business corporations, limited liability companies, limited partnerships, limited liability partnerships, limited liability limited partnerships, and general partnerships in every U.S. jurisdiction in which an annual or biennial report is required to be filed, with the following exceptions:

(i) CoverPin will file but not compile nor sign annual or biennial reports in [Alabama (All Entities), Arkansas (Corporations only), Illinois (Corporations only), Maryland (All Entities), Nebraska (Corporations only), Ohio (Corporations only), Oklahoma (Corporations only), Pennsylvania (Corporations only), South Carolina (All Entities), Texas (All Entities), West Virginia (Corporations and limited partnerships only), Wisconsin (Foreign Corporations only), Wyoming (All Entities)], and for any entity types not explicitly specified herein; (ii) CoverPin will not sign the Franchise Tax Report and Payment in the state of Arizona; and (iii) CoverPin will not compile, sign or file the California Corporate Disclosure Statement. CoverPin will, however, notify Customer of annual or biennial report filing deadlines in such jurisdictions as well as send copies of necessary forms and instructions to Customer in advance of such deadlines if such forms are not sent directly to Customer by such jurisdictions. In addition, CoverPin may provide its other listed annual report services in such jurisdictions.

Obligations of Customer.

Customer agrees to:

1. Provide CoverPin with all of the information required for filing annual reports in the Excel format supplied by CoverPin.

2. Update CoverPin regarding any changes to information required for filing annual reports in a timely manner and in the Excel format supplied by CoverPin, since CoverPin will rely on such information when compiling the forms.

3. Pay invoices in accordance with the terms on said invoices to be sent by CoverPin for the previous month’s filings.

4. Provide CoverPin with payment in advance for service fees or compliance fees prior to commencing the Services where CoverPin deems necessary.

5. When providing CoverPin with filings where CoverPin cannot compile data, ensure filings are received by CoverPin five days prior to the filing deadline, or CoverPin bears no responsibility for penalties associated with late filings.

6. Though the term of this Agreement begins upon the Effective Date, the actual Services cannot begin until the on-boarding process is complete and Customer has provided CoverPin with the information and power of attorney required for the Services.