Terms and Conditions

These Registered Agent terms of service constitute an agreement (the “Agreement”) between you (“you” or “Company”) and Computershare Entity Solutions Inc. (“we” or “Computershare”) and cover your use of Computershare’s Registered Agent services.

Services: We will provide certain registered agent services and, where applicable, managed annual report services (collectively, the “Services”), as specified in your order form (“Order”). You will give us a list of each entity’s formation state and any foreign qualifications (each, a “Unit”), and we will conduct a state audit to determine the correct number of existing Units and issue an invoice based on those Units. As used in this Agreement, “Affiliate” means any entity that controls, is controlled by, or is under common control with a party. Upon completion of the audit, Computershare will file change of registered agent forms appointing our designated Affiliate, as your registered agent (the “Registered Agent”) in applicable U.S. jurisdictions as designated by you. You must inform us of any changes in address or authorized persons to receive our correspondence, notifications and legal matters. If you ask us to delay filing change of agent forms after the audit begins, a new audit may be required and will be billed at current rates.

Instructions: You can give us instructions through an attorney-in-fact or another third party with apparent authority to do so. We are not liable for actions taken based on these instructions. You hereby grant Registered Agent and its employees (a) the authority to sign and file reports or documents with the states on behalf of Company (i) as Special Secretary or Special Manager, or (ii) where required by applicable law, in the name of the Secretary then listed in your Global Entity Management System (“GEMS”), GEMS Lite or GEMSra database (collectively or individually, the “GEMS Platform”); and (b) A Limited Power of Attorney to sign reports and documents as needed to file them with the states.

Service of Process: For the U.S. and other select countries, we will scan and create a PDF image of service of process documents less than 200 pages and provide you with a searchable summary through the GEMS Platform and, where instructed, by email. For service of process documents that are bound or over 200 pages, we will send them by courier. Our default courier is USPS. If you need tracking, you must give us your FedEx or UPS account number and cover the costs. We will forward all documents addressed to your affiliates, even when the addresses contain clerical errors. If there is an error in the service of process you receive from us, you are responsible for letting us know immediately so that we can rectify the error. We redact all but the last 4 digits of any numbers that identify an individual or financial account.

Use of the GEMS Platform: We will store information related to the services, including updates to certain information specified in Company’s Order (see Schedule A) and filing-related data and documents, in the GEMS Platform. If you are an existing GEMS subscriber, your use of GEMS is governed by your separate GEMS subscription agreement. If you are not a GEMS subscriber, we will provide at no extra charge access to GEMS LITE or GEMSra, including one Edit User and five Browse Users (each, a “User”) for up to fifty active business entities and unlimited inactive entities for GEMS Lite, and your use of that GEMS Platform will be governed by this agreement. Computershare will access information in your GEMS Platform to provide the Services. Company is responsible for Users’ compliance with the terms of this Agreement, and Company will ensure that each user protects the confidentiality of login information.

Proprietary Rights: Computershare owns all rights, title and interest in the GEMS Platform and related software and technology.

Managed Annual Report Service: If you purchased the managed annual report service and it is specified on your Order, we will prepare and file state annual reports for you. You must provide assistance and information as needed. We will use data listed in the GEMS Platform to complete filings, and you must accurately maintain the data listed on Schedule B. We will not be able to file the report, and you will be responsible for any late fees or penalties, if (i) required data is missing or inaccurate as of [five] days prior to the filing deadline, (ii) amounts due to the state have not been paid, or (iii) the change of agent process has not been completed. Computershare's managed annual report service does not cover the notification and payment of taxes and other amounts payable to the state, except for franchise and similar fees that must be filed with an annual report. If a state requires payment of franchise or other filing fees as part of an annual report, Computershare will, upon request, pay these fees on behalf of the Company up to $10,000 and invoice the Company for these fees. Any fees over $10,000 must be paid directly to the state by the Company or, if arranged with Computershare, wired by the Company to the Registered Agent at least five days before the filing deadline.

Transactional Services: Upon request by you, we will provide document retrieval services, UCC search and filing services, and corporate document preparation and filing services, e.g., for the formation, qualification, amendment, merger, dissolution, withdrawal and maintenance of entities, at standard rates.

International Filing Services: Upon request, we will provide annual filing and other entity services in non-U.S. jurisdictions at standard rates. We may engage one or more service providers to assist with the provision of such Services.

Fees: You agree to pay the non-refundable fees set forth in the Order for the Services purchased and all charges incurred as a result of any services performed by us on your behalf or upon your direction. These charges may include fees for service of process that exceed the amount included in an Order. Annual fees are invoiced annually in advance, and filing-related fees will be billed upon completion of the service. All fees must be paid within 30 days of the invoice date. Failure to pay may result in suspension or termination of services and you assume liability for any damages incurred as a result of such suspension. Fees do not include any applicable taxes, and you are responsible for the payment of all taxes that may now or in the future be associated with this Agreement or your use and receipt of the Services.

Fee Increase. At each year on the anniversary of this Agreement, the fees will increase by the greater of (i) 4% or (ii) the accumulated change in the National Employment Cost Index for Service Producing Industries (Finance and Insurance) for the preceding years of the expiring term, as published by the Bureau of Labor Statistics of the United States Department of Labor.

Term and Renewal: This Agreement is effective for one year, beginning on the Effective Date (“Initial Term”). Following the Initial Term, this Agreement will automatically renew for another year (“Renewal Term”) and will continue to automatically renew at the end of each Renewal Term. Before the renewal term starts, we will send a verification report for you to verify any Unit changes. If no changes are reported, we will send the annual renewal invoice based on the current Units. Each party expressly waives the application of New York General Obligation Law Section 5-903 to any renewal of this Agreement

Termination: Either party may terminate this agreement upon 60 days’ written notice, with or without cause. Upon termination, any accrued Fees or expenses owed to Computershare will become immediately due and Company’s access to and use of the GEMS Platform will be discontinued. Company agrees that it will pay for any remaining Services that Computershare is legally required to provide as the former Registered Agent. Company is responsible for filing change of agent notices to remove Computershare as its Registered Agent within 45 days of termination. Computershare reserves the right to make necessary change of agent filings if Company fails to do so, and Company will be responsible for all related costs.

Warranty Disclaimer: Computershare expressly disclaims all warranties, whether express or implied, to the maximum extent permitted by law, with respect to the Services or the GEMS Platform. Computershare makes no warranty that the Services or the GEMS Platform will meet your requirements, or that the Services or the GEMS Platform will operate in an uninterrupted, timely, secure, or error free manner, or that your data in the GEMS Platform will not be lost or damaged. You assume sole responsibility for the suitability and results obtained from using the Services, including the GEMS Platform.

Company Obligations: Company shall provide all information, data, documentation, and reasonable assistance required by Computershare to carry out the Services. Company shall also ensure that all information, data, and documentation it provides to Computershare are accurate and complete.

No Legal Advice: Computershare is not engaged in the practice of law and does not render any type of financial, legal, tax, business, regulatory, or other advice and is expressly not responsible for: (i) any such advice; or (ii) the acts or omissions of third-party service providers that provide Company with financial, legal, tax, business or regulatory advice or other compliance services.

Confidentiality: Any non-public technical or business information, including Order pricing, relating to a party that is disclosed to the other party or its Affiliates, agents or representatives before or during the term of this Agreement that is designated as confidential or proprietary by the disclosing party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including information in the GEMS Platform database (“Confidential Information”), will be held in confidence by the other party using a reasonable degree of care, and affording an equivalent level of protection that it would apply to its own confidential or proprietary information of a similar kind. Neither party will disclose Confidential Information of the other party without the other party's prior consent; provided, however, that each party may disclose the other party's Confidential Information to: (a) its officers, Affiliates, agents, subcontractors, employees, and third party service providers, to the extent reasonably necessary to perform its duties and obligations under this Agreement; (b) its professional advisors (including its auditors); and (c) any government entity or other party as required by applicable law or regulation. Computershare may disclose Company’s Confidential Information where necessary to perform the Services.

Data Privacy: Personal information provided to Computershare through the GEMS Platform as part of the Services is held and processed in accordance with applicable data privacy laws and Computershare’s Privacy Statement, located at https://www.computershare.com/us/privacy.

Data Use: Computershare may use all data received in providing the Services, including Confidential Information to provide, support, personalize, and enhance services offered to Company. Computershare may use anonymized and aggregated data (“Computershare Data”) for any business purpose, and all rights (including any intellectual property rights) in and relating to all Computershare Data will vest in or be retained by Computershare.

Limitation of Liability: Computershare’s aggregate liability for any losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses, and liabilities (“Losses”) incurred by Company in connection with Computershare's performance of the Services is limited to the total fees actually paid under this Agreement by Company to Computershare as fees, not reimbursable expenses, during the twelve (12) months preceding the claim.

Indirect Damages: Computershare will not be liable for any incidental, indirect, special, or consequential damages of any nature whatsoever which may arise in respect of the Services or otherwise in connection with this Agreement, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.

Indemnity: Company will indemnify, defend and hold Computershare and its Affiliates harmless from and against Losses arising out of Computershare’s performance of its obligations under this Agreement, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, and including for any expenses incurred where Computershare is subject to legal process on behalf of the Company.

Survival: The provisions regarding indemnification, warranty, liability and limits thereon, compensation and expenses and confidentiality and protection of proprietary rights and trade secrets shall survive the termination or expiration of this Agreement.

Force Majeure: Computershare will not be liable for any delay or failure in performance arising from circumstances beyond its reasonable control, including, without limitation, acts of God, acts of government, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crises, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failures or delays, labor disputes, strikes, or shortages, supply shortages, or equipment failures or software malfunctions.

No Third-Party Beneficiaries: This Agreement is intended to benefit only Computershare, Computershare’s Affiliates, Company, and Company’s Affiliates included in this Agreement, and their respective permitted successors and assigns. There are no third-party beneficiaries of this Agreement.

Notices: All notices must be in writing and will be deemed given upon proof of delivery by a nationally recognized courier service or by registered or certified mail to the address set forth in the Order, or as otherwise instructed by the receiving party in writing.

Governing Law and Jurisdiction: This Agreement is governed by New York State law, without regard to principles of conflicts of law. The parties (a) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (b) waive any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (c) waive, to the fullest extent permitted by applicable law, all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby.

Severability: If any provision of this Agreement or any part of any such provision is held to be invalid, unlawful, or unenforceable, then the remainder of this Agreement will remain in full force and effect and will in no way be affected or invalidated.

Subcontractors: Computershare may subcontract with Affiliates or unaffiliated subcontractors for services that Computershare has been retained to provide Company.

Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by Company without the written consent of Computershare. Computershare may assign any of its rights and obligations to an Affiliate or to a third party in connection with the merger, consolidation or sale of all or substantially all the assets, stock or business relating to the Services.

Entire Agreement: This Agreement, including any amendments, constitutes the entire agreement between the parties and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

Modifications: Computershare may modify these terms of service from time to time by posting, at the link referenced in the Order, the revised Agreement. Company is responsible for reviewing this Agreement at the start of each Renewal Term, and continued acceptance of the Services constitutes acknowledgment of and agreement to the terms of service in place at the start of the Renewal Term.

Last Updated: November 5, 2025