This Registered Agent Services Agreement (the “Agreement“) is entered into by and between Fidelity Registered Agents, LLC (“Agent”) and (“Client”) that wishes (A) to retain Agent to serve as its registered agent, or (B) appointing Agent as its registered agent while also assisting in the entity’s formation. In this Agreement, the individual signing on the Client’s behalf is required to represent that such individual is authorized to bind the Client to this Agreement, and that, once accepted, it will constitute a valid and binding obligation of the Client without further action.

By accepting this Agreement, the Client is appointing Agent as the Client’s registered agent pursuant to the terms of this Agreement, and Agent accepts such appointment on the terms set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1. Registered Agent and Registered Office. Agent is a Wyoming Limited Liability Company with its principal place of business at 1710 Columbia Drive, Cheyenne, Wyoming 82009 (“Agent Address”). For the term of this Agreement and until its termination as provided for herein, Agent agrees to serve as the Client’s registered agent in the State of Wyoming, and the Agent Address shall serve as the Client’s registered agent office within the State. Agent may amend the Agent Address at any time in its discretion, however: (a) Agent will provide prior notice to the Client of any change in the Agent Address, and (b) any new Agent Address shall continue to constitute a valid registered agent office address in the State of Wyoming for purposes of Agent’s services hereunder.

2. Agent’s Services; Additional Terms Incorporated

(a) As Client’s registered agent, Agent shall accept service of process and regulatory and Wyoming Secretary of State communications from the State of Wyoming on the Client’s behalf (“Registered Agent Materials”) and perform such additional services customarily undertaken by a registered agent in the State of Wyoming.

(b) The Terms of Use and Privacy Policy set forth on Agent’s website and which govern use of the site and the treatment of users’ personal information are incorporated herein to the extent relevant (e.g., payment for registered agent services provided for herein, made through the website, are subject not only to the terms hereof but also to the mechanical payment processes in the Agent website’s Terms of Use). Materials transmitted to the Client from Agent shall generally be limited to Registered Agent Materials, and shall not include general mail. Agent will provide the Client with notice of any additional mail or other materials it receives addressed to the Client as well as instructions as to how the Client may access or receive that material for a fee of $10 per parcel of forwarded mail.

(c) The Client acknowledges and agrees that Agent will have no responsibility for assisting Client in opening a bank account for the entity formed, save for providing customary materials in Agent’s possession or which it may obtain from the State of Wyoming upon Client’s request (e.g., a copy of the formation instrument stamped as received and approved by the State, a good standing certificate, etc.). Agent cannot and is not providing any guarantee that the Client will be able to open a bank account.

3. Payment of Registered Agent Fee. Client agrees that in consideration of the standard services of Agent as registered agent, Client shall pay Agent an annual fee of three-hundred and sixty dollars (US $360) in advance on the twelve-month anniversary of the date the Client accepts this Agreement (the “Registered Agent Fee“). If the Registered Agent Fee is not paid within thirty (30) days of the date it is due (the “Delinquency Date“), Agent shall have the right (but shall have no obligation) to terminate this Agreement and resign as the Client’s registered agent through a filing made with the State of Wyoming at any time during such period of delinquency. In its sole discretion, Agent may determine not to terminate this Agreement on or after the Delinquency Date and to continue to seek payment. Any such forbearance of termination is a grace period provided to the Client as an accommodation and does not modify or in any way affect Agent’s ability to terminate on or after the Delinquency Date in that specific instance or in any instance of delinquency thereafter.

4. Entity formation services and fees. The fee for limited liability entity formation, including necessary filings with the Wyoming Secretary of State and the provision of an example of an operating agreement along with a business checklist, is $1,000, plus state filing fees.

5. Filing Fees. Client agrees to pay all filing fees in connection with filings it seeks to make with the State of Wyoming or other agencies or services, and understands that such payment, including services fees to Agent for its work in facilitating such filings as well as fees paid to the State or other agency for such filing, shall be separate from and in addition to the Registered Agent Fee detailed in Section 3. It shall be the Client’s sole responsibility to inform itself and undertake all actions necessary to keep the Client entity in good standing with the State of Wyoming, including filing its annual report and paying the related fees to keep the entity in good standing. Keeping the entity in good standing is not the responsibility of Agent.

6. No provision of legal advice. Client understands and agrees that none of the services that Agent shall provide, either as registered agent or assisting in the formation of a limited liability company, constitutes the provision of legal services or is legal advice. Client shall seek the advice of their own legal counsel should it wish to receive legal advice.

7. Client Contact and Other Information Provided to Agent. In connection with its formation, Client has provided Agent with certain information, such as, among other things, the name of an officers, directors, employee and agent of the Client and the officers, directors, employees and agents of the Client who are authorized to receive communications on the Client’s behalf and to provide instructions to Agent (the “Client Contact“), as well as a business address, business telephone number and e-mail address for contacting or transmitting materials to the Client (collectively, the “Contact Information“), all of which Client represents and warrants is true and accurate. Client acknowledges and agrees that it will provide Agent with all information during and in connection with its providing Client with services, and Client agrees and represents that all such information will be accurate and complete. The Client shall immediately notify Agent at such time as any of such information is discovered to be or becomes inaccurate or incomplete.

8. Reliance on Then-Current Information. Until it receives actual notice of a new Client Contact or new Contact Information, the Client acknowledges and agrees that Agent shall be fully entitled to rely upon the authority of the Client Contact to receive communications and instruct Agent to act on the Client’s behalf and may assume without investigation that the then-current Contact Information is correct, and that materials or information transmitted through such Contact Information have and will reach the appropriate Client personnel.

9. Consent to Electronic Receipt of Documents. The Client consents to receiving any and all materials to which it is entitled under this Agreement from Agent through electronic transmission, including through the email address provided to Agent (as it may be updated) as part of the then-current Contact Information and that emailing Client on the email address provided to Agent shall constitute full and sufficient delivery of such posted materials for all purposes. Such means of transmission or posting shall be deemed to constitute valid delivery to the Client and to have provided Client notice of the relevant information or materials.

10. Limited Obligations of Agent.

(a) The Client acknowledges and agrees that Agent’s sole obligation in connection with materials sent to Agent as the Client’s registered agent shall be to use its best commercial efforts to deliver such information to the Client Contact via the Contact Information, or through posting on the Agent System in accordance with Section 9, above. Agent shall have no liability for any failure on behalf of the Client to respond to any service of process, subpoena or other judicial or regulatory communication properly transmitted to it by Agent, nor shall Agent be obligated to pay any amount or to extend credit to the Client in order to pay in a timely manner any franchise tax or tax-related fee or other amount due and payable by the Client to the State or any other party. Agent has no ability to waive any fees or penalties charged by the State of Wyoming for any late or deficient tax filings, nor is Agent responsible for contesting or otherwise challenging or appealing the imposition of any fee or penalty. Any and all responses, payments or other matters, if not directly part of Agent’s customary role as registered agent, shall be the sole responsibility of the Client.

(b) The Client acknowledges and agrees that Agent shall not be deemed an “applicant” for or on behalf of the Client in connection with any filings under the Corporate Transparency Act, whether in connection with the formation of the entity or, on an ongoing basis, in its services. Agent will provide a repository for Client’s CTA Act filing information and a filing system for making required filings, the filing of which shall be responsibility of the Client. Agent and its personnel shall be listed as or treated as an “applicant” in connection with such filings.

11. Term of this Agreement. This Agreement shall continue until terminated pursuant to the terms set forth herein. Either party may terminate this Agreement at any time. Agent is required by Wyoming law to provide a 30-day notice to the State of Wyoming of its intent to terminate and will provide similar notice to Client. Agent will work with the Client to facilitate a change in registered agent during this period in filing a Certificate of Change Agent with the State of Wyoming naming a new Registered Agent for the Client. If it elects to make any requested filings, which is in Agent’s sole and absolute discretion to accept or reject, the Client acknowledges and agrees that the terms of this Agreement shall be deemed to apply to such services, notwithstanding termination hereof.

12. Agent’s Representations. During the effective term of this Agreement, Agent shall maintain its eligibility to serve as a registered agent and provide a registered agent office under Wyoming law (at the current or any future Agent Address) and its status as a “commercial registered agent” under Wyoming law governing business entities in which such status is defined. Agent shall perform its services hereunder in a professionally and commercially reasonable manner.

13. The Client’s Representations and Agreements.

(a) The Client is at least 18 years of age and is authorized to enter into this Agreement such that after its acceptance it shall be a valid and binding obligation upon the Client in accordance with its terms without further action. To the best of the Client’s knowledge, there are no circumstances existing or reasonably foreseeable that would prevent Client from performing in its obligations under this Agreement.

(b) The Client shall maintain the accuracy of information provided or previously provided to Agent as set forth in Section 4. Client agrees to extend full and timely cooperation to Agent to allow Agent to fulfill Agent’s functions, and failure of the Client to provide full and timely cooperation, including all necessary information, shall be deemed a material breach of this Agreement.

(c) The Client shall promptly respond to all communications requesting a response or information sent by Agent to the Client.

(d) The Client shall maintain its good standing with the State of Wyoming.

(e) Any information submitted to Agent shall be complete and accurate, including information submitted through any filings made with any government agency or instrumentality, U.S. or foreign, using any of Agent’s services or assistance.

(f) The Client shall not engage in any criminal conduct or any course of business involving criminal activity under U.S. law or the law of any jurisdiction to which it may be subject.

(g) The Client shall not post, provide, or hold out the Agent Address as an operating or actual place of business address of the company.

14. No Special or Other Damages. IN NO EVENT WILL AGENT BE LIABLE UNDER ANY CIRCUMSTANCES TO THE CLIENT FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR OTHER SIMILAR DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE CAUSE OF AGENT.

15. Limits of Liability. AGENT’S MAXIMUM LIABILITY TO THE CLIENT UNDER THIS AGREEMENT AT ANY GIVEN TIME SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID FOR ONE YEAR BY THE CLIENT PURSUANT TO SECTIONS 3 OR FOR NO GREATER THAN THE FEES PAID UNDER SECTION 4 HEREIN.

16. Client Information. Agent has and will continue to take commercially reasonable steps to safeguard the
privacy and integrity of Client’s information, including through electronic “cybersecurity” safeguards and physical
security and protections at Agent’s offices. Client has reviewed and agrees to Agent’s Privacy Policy and
understands and agrees to the ways in which its information is collected, stored, and used, as well as the
circumstances under which it may be disclosed to governmental authorities.

17. Indemnification of Agent. The Client shall indemnify and hold harmless Agent, its affiliates and their respective directors, officers, employees and agents (the “Agent Indemnitees“) from and against any claims, liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Indemnity Amounts“) incurred by or imposed upon such Agent Indemnitee in connection with any third-party claims, suits, actions, demands or judgments to the extent involving Agent as a result of Agent’s service as the Client’s registered agent, including in connection with any filings made using Agent’s services or systems and the accuracy of information provided by Client. Amounts payable to Agent pursuant to this Section shall be paid by the Client (or its insurance provider or other related party) within thirty (30) days of the presentation of a request by Agent to the Client accompanied by commercially reasonable documentation of such Indemnity Amounts, to the extent such documentation is available or practical.

18. Amendments. This Agreement may be amended only by the mutual written consent of the parties, except as set forth in Section 1 in connection with a change in the Agent Address. Amendments may be proposed and accepted by electronic means in the same manner as this Agreement is electronically accepted. Any one-time or continuing waiver or failure by Agent to strictly enforce any term, deadline or other provision of this Agreement shall not be deemed to amend or modify this Agreement unless otherwise specifically set forth in a written consent providing for such an amendment. In the event proposed amendments are not accepted by the Client, for the avoidance of doubt, Agent shall have the right to terminate this Agreement as set forth herein.

19. Force Majeure. Agent shall not be liable or responsible to Client, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement or the services provided for hereunder when and to the extent such failure or delay is caused by or results from acts beyond Agent’s reasonable control, including, without limitation, the following circumstances and situations: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority that significantly frustrates or impedes Agent’s performances of its services hereunder; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic or pandemic; (j) emergency state; (k) disruption or unavailability of government or other relevant filing services; (l) shortage of power or transportation facilities; and (m) other similar events beyond Agent’s reasonable control. Agent will take all reasonable steps to perform services to the extent or as promptly as possible, notwithstanding any such circumstance or situation contemplated above, and has adopted commercially reasonable means to mitigate the effects of the foregoing on the performance of its services to its clients.

20. Deemed Execution. By accepting this Agreement and using Agent’s services, the Client understands it is affirmatively deemed to have executed this Agreement and agreed to be bound by its terms, as supplemented by any applicable Additional Service Terms and the Agent website Terms of Use and Privacy Policy). An electronic record of Client’s acceptance will be maintained on Agent’s records. We strongly encourage you to save or print a copy of this Agreement, although it will remain available on Agent’s system and available to you.

21. Consent to Appointment Not Conferred Until Agreement Executed and Fees Paid. Client does not have the Agent’s authority to name or file with the Wyoming Secretary of State or other entities that Agent will serve as Client’s registered agent until this Agreement has been executed and all required fees have been paid. Without this Agreement having been executed by both parties, and all fees having been paid, Agent reserves the right to notify the Wyoming Secretary of State that Agent is not serving as the registered agent for Client.

22. Survival; Severability. The provisions of this Agreement shall survive termination hereof. If any provision of this Agreement shall be held or made invalid by a court decision, statute, or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby.

23. Wyoming Law; Exclusive Jurisdiction of Wyoming Courts. This Agreement shall be governed and construed in accordance with the laws of the State of Wyoming, excluding that State’s choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Wyoming, excluding that State’s choice-of-law principles. Agent and Client acknowledge and agree that any court case brought in connection with these services shall be brought exclusively in the courts of the State of Wyoming.

24. Enforcement of Agreement. Client agrees that Agent shall be entitled to attorney fees and all costs of litigation (including expert witness fees, costs of transcripts, court filings, travel costs, and all other litigation-related costs) for any action that is taken to enforce the terms of this Agreement. The person signing on behalf of the Client shall personally guarantee all provisions of this Agreement.