OptionTrax Master License Agreement

EMPOWER STOCK PLAN SERVICES, LLC

OPTIONTRAX® SERVICE LICENSE AGREEMENT

By logging onto, accessing in any manner, and/or using in any manner the OptionTrax System, which is owned by EMPOWER STOCK PLAN SERVICES, LLC (“ESPS”), a Pennsylvania corporation, you (“You”), as the legal representative for the securities and/or equity awards issuing entity you represent (the “CLIENT”) whose security holders’ and/or equity benefit plan participants’ information CLIENT will enter or will have entered onto the OptionTrax System, are acknowledging that You, as a legally authorized representative of CLIENT,  have read and accept all the sections, terms, conditions, provisions, duties and obligations herein, all of which consist the ESPS Master License Agreement (“ESPS MLA” and, interchangeably “License Agreement”), and You are representing that You have been legally authorized by CLIENT to bind CLIENT and to make CLIENT a party to all the terms, conditions, duties and obligations of this ESPS Master License Agreement by your previous execution of the Empower Stock Plan Services, LLC OptionTrax Scope of Services Agreement (“OptionTrax Scope of Services Agreement”).

ESPS has developed and owns equity benefit plan and capitalization table administration tools, functions and reports, known as OptionTrax® and the OptionTrax® Service, or  Services and/or System or Systems (“OptionTrax®”), which are accessible over the internet, for ESPS’S clients’ use to administer their equity benefit plan(s) (the “Plan”), and view, export and download employee stock benefit awards (“Awards”) information (“CLIENT Data”), and, as applicable, a) to administer and create reports regarding their capitalization table and securities account holders (“Account Holders”), including corporate event modeling, and, b), as applicable, administer their Employee Stock Purchase Plan (“ESPP Plan”) and view, export and download ESPP Plan information. Additionally, OptionTrax®, as an optional feature, permits participants in the Plan (collectively, “Participants” and each a “Participant”) to obtain on-line access to information pertaining to the individual Participant’s Awards, and, if applicable, their equity holdings and ESPP Plan information. For the purposes of the ESPS MLA, the terms Participant and Account Holder, shall have the same meaning, and the terms Participants and Account Holders shall have the same meaning.

CLIENT desires to secure a user’s license to the OptionTrax System for administering, viewing, exporting and downloading Plan administration reporting and, if applicable, for full access to the OptionTrax® Capitalization Table (“Cap Table”) Module and Employee Stock Purchase Plan functionalities, and ESPS desires to provide CLIENT a user’s license to the OptionTrax System for said purposes only, in the manner and upon the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and the mutual covenants and conditions hereinafter expressed, intending to be legally bound hereby, the parties hereto agree as follows:

1. ENGAGEMENT:
   1. CLIENT is hereby granted a limited, non-exclusive License to use ESPS’s OptionTrax® System and such other services for CLIENT (and CLIENT’s Participants as CLIENT may purchase optionally) as are set forth in Exhibit A hereof (collectively, the “ESPS Services”), and ESPS hereby accepts such retention and agrees to provide such access and services under the terms and conditions of this License Agreement.  CLIENT understands and agrees that timely cooperation is of the essence of this License Agreement.   Any delay in CLIENT going “live” on the OptionTrax® or InvestmenTrax Systems caused by a delay in CLIENT signing-off its approval of the ESPS Outstanding Awards or Securities Holdings sign-off letters, or any delay in CLIENT going “live” due to CLIENT’s not providing its Plan and Participant data and/or it’s securities and shareholder data, and any results of such a delay, are solely the responsibility of CLIENT. Due to the requirements of scheduling, cooperation in implementation is of the highest importance. CLIENT agrees that if CLIENT has not provided its Plan and Participant data and/or it’s securities and shareholder data within six (6) months of the date of execution of the Empower Stock Plan Services, LLC OptionTrax Scope of Services Agreement, this Agreement will become null and void and no refund of any monies paid by CLIENT will be made. CLIENT agrees that it will be solely responsible for any delay in CLIENT’s implementation process or other delays caused by CLIENT’s failure to respond promptly to a question from ESPS.
   2. CLIENT understands and agrees that it will appoint one internal Project Manager, and all communications, exchanges of information and data, etc. with and from ESPS will be coordinated through CLIENT’s appointed Project Manager.
   3. ESPS uses multi-factor authentication and strong password requirements, including minimum length, uppercase, lowercase, numeric and special characters, along with prohibitions on the use of recent previous passwords.  CLIENT understands and agrees that because ESPS has no control over user’s personal protection of their login credentials, ESPS cannot and does not confirm each Participant’s or Security Holder’s purported identity.
   4. CLIENT acknowledges ESPS’s exclusive ownership of the OptionTrax® Systems and any changes, modifications, additions or enhancements thereto and agrees that through its use of the OptionTrax® Systems under this ESPS MLA it shall gain no right, privilege or claim with respect to the OptionTrax® Systems including without limitation any intellectual property comprising the system including without limitation trade names, trademarks, copyrights, schemas, database design, software programming and any and all information that is copyrightable or patentable or which may become copyrightable or patentable.
   5. CLIENT acknowledges and agrees that ESPS may alter, revise, or change the OptionTrax® Systems at any time, without notice to CLIENT.  However, ESPS shall give 60 days’ written notice to CLIENT of any change that shall have a material adverse impact on CLIENT use of the OptionTrax® Systems.   In the event of any such change implemented by ESPS, CLIENT may terminate this License Agreement upon no less than 60 days prior written notice in accordance with the termination provisions set forth elsewhere in this License Agreement.
2. SERVICES OF ESPS:
   1. ESPS will provide CLIENT with the services subscribed to via the CLIENT’s executed OptionTrax Scope of Services Agreement, such services as described, depending on which services are contracted, in Exhibits A and/ or B attached hereto.
3. FEES:
   1. CLIENT shall compensate ESPS in accordance with the Fee Schedule outlined in the OptionTrax Scope of Services Agreement, and subject to increases in amount in accordance with paragraph “b” of this Section 3. Payments to ESPS will be made yearly in advance, EXCEPT that the first yearly fee and one-time set-up fee as specified in the OptionTrax Scope of Services Agreement shall be paid to ESPS upon execution of the OptionTrax Scope of Services Agreement and CLIENT acknowledges that CLIENT will not “go live” on the OptionTrax® System unless ESPS has received the first yearly fee and one-time set-up fee.  All subsequent OptionTrax Scope of Services Agreement payments must be received by ESPS prior to commencement of the period for which the OptionTrax Scope of Services Agreement payment is being made before CLIENT access to the OptionTrax® system will be available to CLIENT for that period.  After the initial Term of the OptionTrax Scope of Services Agreement, all fees and charges to CLIENT are subject to change upon 60 days written notice to CLIENT; however, other than pursuant to paragraph “b” of this Section 3 of this Agreement, ESPS may raise fees and/or charges to CLIENT only once during each subsequent term and such increases will be limited to 5% for each year this Agreement is in effect.
   2. ESPS will calculate the number of CLIENT participant accounts on the OptionTrax® Systems and, if applicable, the number of security holders on the Cap Table Module at the end of each Calendar quarter (the “Calculation Date”) for each year of the existence of this Agreement.  If on any Calculation Date the total number of Participants (as defined in the OptionTrax Scope of Services Agreement) on the OptionTrax® System and InvestmenTrax System, has increased to a number that is in a higher pricing tier(s), as shown in the OptionTrax Scope of Services Agreement than the pricing tier(s) applicable to the CLIENT at the previous invoice date, then ESPS will invoice CLIENT on a pro-rata basis, based on the time left in the term in the next scheduled invoice for a fee that is equal to pricing tier(s) that encompasses the number of participants and/or security holders identified at the Calculation Date.
4. TERM AND TERMINATION:
   1. The term (“Term”) of this License Agreement shall be for the period outlined in the OptionTrax Scope of Services Agreement commencing upon the first day of the calendar month following the date of this Agreement.  After the initial term has expired, the Term shall extend year to year unless terminated by CLIENT or ESPS upon sixty (60) days hard copy written notice to the other by a means of delivery requiring a signed receipt or by electronic mail to an authorized officer of the other Party, provided that either Party may terminate the Agreement with immediate effect during the initial Term or any extension of the Term in the event of (i) any material breach by the other Party of this Agreement and/or (ii) in the case of any proven fraud, gross negligence or willful misconduct on the part of the other Party.  If not so terminated, this License Agreement shall continue in full force and effect on a year-to-year basis until terminated by either party as set forth in the fourth sentence of this paragraph.  If this License Agreement is so terminated by CLIENT in the absence of an uncured major breach by ESPS of its duties under this Agreement, then all outstanding invoices then due to ESPS from CLIENT and any remaining payments that would be due for the balance of the then current term of this Agreement will be immediately due and payable to ESPS.  CLIENT is responsible for extracting all data from OptionTrax before the end of the contract term.  If, upon any termination of this Agreement by CLIENT there is a request from CLIENT for any support from ESPS to extract or send data from the OptionTrax® system, instead of CLIENT removing the data directly via the report downloads and ad hoc data generator within OptionTrax while the client is within a paid active term, there will be a data de-conversion fee to CLIENT of 10% of the total of the previous 12 months’ billings to CLIENT.  The CLIENT OptionTrax production instance and data will be removed from OptionTrax 30 days after the termination date of the contract, unless an additional scope of work to maintain data has been mutually agreed to by ESPS and CLIENT.
   2. If this License Agreement is terminated by ESPS as a result of a major breach of CLIENT’S duties under this Agreement, then, in addition to all outstanding invoices then due to ESPS from CLIENT and any remaining payments that would be due ESPS for the balance of the then current term of this Agreement, there will be a termination fee to CLIENT of 10% of the total of the previous 12 months’ billings to CLIENT. ESPS may terminate this License Agreement at any time if CLIENT has not paid all invoices from ESPS within thirty (30) days of the date of such invoices or otherwise breaches CLIENT’s obligations under this Agreement.
   3. No termination shall modify or affect the rights and obligations of the parties, which have occurred prior to the effective date of such termination.

5. INDEMNIFICATION:
   1. CLIENT agrees to, and does hereby, hold harmless and fully indemnify ESPS and its parents, subsidiaries, divisions and affiliated persons, firms, corporations and associations and the directors, officers, agents, employees, representatives, attorneys, stockholders, owners, successors and assigns of each of them (collectively “ESPS”) for any and all liability, damage, cost, or expense whatsoever incurred, including reasonable attorney fees, litigation expenses and court costs relating to, by reason of, or resulting from (i) ESPS’s action or inaction on the basis of any paper or document, electronic transmission, any manual or facsimile signature, or any verbal instruction reasonably believed by it to be genuine and authorized, including, but not limited to, ESPS’s acceptance of, loading into, and display on the OptionTrax® system any information or data, etc., provided to ESPS by CLIENT or CLIENT’s Participants,  (ii) the claim of any person (including CLIENT) that the securities issued as a result of any award exercise or as a result of any issuance, transfer, conversion or cancellation of any of CLIENT’s securities, or as a result of any information provided by CLIENT to ESPS, are not in the correct amount, validly issued or paid for, (iii) ESPS’s commercially reasonable good faith action or inaction on any matter concerning this License Agreement and/or services provided to CLIENT, or (iv) any breach by CLIENT or a CLIENT Participants of any of their obligations under this License Agreement.  Because ESPS is not involved in the actual transactions between CLIENT and CLIENT’s Participants and/or Security Holders, CLIENT, in the event that CLIENT has a dispute with any of the Participant’s and/or Security Holders, unconditionally releases ESPS from any and all claims, demands and actual or consequential damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
   2. During the course of ESPS’s service to CLIENT under this Agreement, ESPS may find it necessary to apply to CLIENT’S legal counsel or accountants for instructions or advice, for example, should a dispute arise between CLIENT and a CLIENT participant.  If ESPS applies for such instructions or advice, it shall copy CLIENT in all such correspondence with CLIENT’S legal counsel or accountants.  ESPS and its officers and/or employees shall be and are hereby indemnified and held harmless by CLIENT against any and all liability and loss, including reasonable attorney fees, resulting from its action or inaction on the basis of such instructions or advice.
6. WARRANTY EXCLUSION AND LIMITATION OF LIABILITY:

ESPS AGREES TO TAKE REASONABLE COMMERCIAL MEASURES TO MAINTAIN THE OPTIONTRAX® AND INVESTMENTRAX SYSTEM VENUES IN A PROFESSIONAL MANNER AND TO ENSURE THE ACCURACY OF THE INFORMATION POSTED OR PRODUCED BY ESPS ON THIS VENUE, INCLUDING WITHOUT LIMITATION INFORMATION OBTAINED FROM THIRD PARTY SOURCES. IN ADDITION, ESPS WILL PERFORM ITS DUTIES REQUIRED HEREUNDER IN ACCORDANCE WITH THE SERVICE LEVEL AGREEMENT ATTACHED HERETO AS EXHIBIT E. CLIENT UNDERSTANDS THAT, DUE TO, WITHOUT LIMITATION, THE NUMBER OF DIFFERENT SOURCES OF INFORMATION AND METHODOLOGIES, THE POSSIBILITY OF HUMAN ERROR, AND THE RISKS INHERENT IN ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, INTERRUPTIONS, OMISSIONS, OR INACCURACIES IN SUCH INFORMATION OR IN ACCESSING THE OPTIONTRAX® AND/OR INVESTMENTRAX SYSTEM WEB SITE. THE OPTIONTRAX® SYSTEMS WEB SITES MAY BE UNAVAILABLE DUE TO SCHEDULED OR UNSCHEDULED INTERRUPTIONS IN SERVICE, UNDETECTED HARDWARE OR SOFTWARE FAULTS, PART FAILURES OR HUMAN ERROR; DAMAGE OR INTERRUPTION DUE TO SABOTAGE, UTILITIES’ FAILURES, COMPUTER “HACKING”, COMPUTER VIRUSES OR OTHER CRIMINAL ACTIVITIES OR SECURITY BREACHES; AND FIRE, FLOOD, NATURAL DISASTER, OR OTHER EMERGENCIES. ACCORDINGLY, ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED.

CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT NEITHER ESPS, ITS OFFICERS, EMPLOYEES, OR AFFILIATES PROVIDE ACCOUNTING, TAX, OR LEGAL ADVICE AND THAT CLIENT MUST CONSULT AND RELY ON ITS OWN ACCOUNTANTS AND ATTORNEYS FOR ANY ACCOUNTING, LEGAL, AND/OR TAX ADVICE AND FILINGS OR REPORTING.

MARKET DATA: CLIENT UNDERSTANDS THAT EACH PARTICIPATING SECURITIES EXCHANGE OR ASSOCIATION ASSERTS A PROPRIETARY INTEREST IN ALL OF THE MARKET DATA IT FURNISHES TO PARTIES THAT DISSEMINATE SAID DATA. CLIENT UNDERSTANDS THAT NEITHER ESPS NOR ANY PARTICIPATING SECURITIES EXCHANGE OR ASSOCIATION NOR ANY SUPPLIER OF MARKET DATA GUARANTEES THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF MARKET INFORMATION, OR MESSAGES DISSEMINATED TO OR BY ANY PARTY. CLIENT UNDERSTANDS THAT NEITHER ESPS NOR ANY PARTICIPATING SECURITIES EXCHANGE OR ASSOCIATION NOR ANY SUPPLIER OF MARKET DATA WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

SUBJECT TO PARAGRAPH ONE OF THIS SECTION 6, THERE ARE NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS OR ANY WARRANTIES MADE REGARDING THE OPTIONTRAX® AND/OR INVESTMENTRAX WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL REPRESENTATIONS OR WARRANTIES ARISING FROM CUSTOM OR USAGE OR BY OPERATION OF LAW ARE SPECIFICALLY DISCLAIMED BY ESPS. ESPS HAS NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS OR THE CONSEQUENCE OF RELYING OR ACTING ON INFORMATION AVAILABLE THROUGH OR FROM THE OPTIONTRAX®WEB SITE, OR ANY THIRD-PARTY SITES AVAILABLE THROUGH THIS WEB SITE. IN NO EVENT WILL ESPS BE LIABLE FOR ANY CLAIMS FOR DAMAGES (INCLUDING DIRECT OR INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF BROKER/DEALERS’, PARTICIPANTS’, OR ISSUERS’ OR ANY OTHER THIRD PARTY’S USE OF, OR RELIANCE ON, THE OPTIONTRAX® AND/OR INVESTMENTRAX SYSTEM OR WEB SITE FOR ANY PURPOSE. EXCEPT AS THE RESULT OF PROVEN WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY ESPS, IN NO EVENT SHALL ESPS’S LIABILITY UNDER THIS LICENSE AGREEMENT OR FOR ANY CLAIM RELATED IN ANY WAY TO THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO OF THE AMOUNT PAID BY CLIENT FOR THIS LICENSE DURING THE TWELVE (12) MONTHS PRECEEDING THE EVENT GIVING RISE TO ANY DAMAGES FOR WHICH CLAIM OF LIABILITY IS BEING MADE.

7. PROPRIETARY SOFTWARE AND CONFIDENTIALITY
   1. Limited Right of Use: Limited Right of Use. This License Agreement does not provide CLIENT or its Participants with title or ownership of any kind or to any extent of the OptionTrax® Systems, or to any changes, modifications, additions or enhancements to the OptionTrax® Systems, but only a limited right of use as provided herein. CLIENT shall keep the OptionTrax® Systems free and clear of all claims, liens and encumbrances.
   2. Reservation of Rights; Acknowledgments: CLIENT acknowledges that the OptionTrax® Systems constitute commercially valuable, proprietary products, design, functionality and process flow developed and owned by ESPS (“ESPS IP”), the design and development of which reflect the effort of skilled development experts and the investment of considerable time and money. CLIENT acknowledges that, due to the unique nature of the ESPS IP, the unauthorized disclosure or use of the ESPS IP will cause irreparable harm and significant injury to ESPS, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, CLIENT agrees that ESPS, in addition to any other available remedies, will have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this section. CLIENT will notify ESPS in writing immediately upon CLIENT’s becoming aware of any such breach or threatened breach.
   3. CLIENT further acknowledges that ESPS claims and reserves all rights and benefits afforded under federal copyright law and any other intellectual property protection law with respect to ESPS IP. Any distribution, copying or modification of such materials not expressly authorized by this License Agreement is strictly forbidden.
   4. Confidentiality Obligations:
      1. ESPS shall not at any time disclose or disseminate the data it receives from CLIENT to any other person, firm or organization or to any employee or agent of ESPS who does not need to obtain access thereto in connection with ESPS’s performance of its duties and responsibilities under this License Agreement. ESPS shall ensure that all persons afforded access to the CLIENT data protect CLIENT’s data against unauthorized use, dissemination or disclosure. CLIENT shall only be included in ESPS’s lists of clients during the term of this Agreement for internal purposes only, not on any list of clients that is available publicly without CLIENT’S approval. ESPS will use at least the same level of care in protecting the confidentiality and ensuring non-disclosure of CLIENT’s confidential information and intellectual property that ESPS uses in protecting ESPS’s own confidential information and intellectual property rights.
      2. Under no circumstances may CLIENT modify, decompile or reverse assemble the object code contained within the OptionTrax® Systems or modify any screens, templates or other graphical features of the OptionTrax® Systems. CLIENT shall ensure that all administrative users afforded access to the OptionTrax® Systems protect ESPS IP against unauthorized use, dissemination or disclosure. CLIENT will use at least the same level of care in protecting the confidentiality and ensuring non-disclosure of the OptionTrax® Systems and ESPS’s IP that CLIENT uses in protecting CLIENT’s own confidential information and intellectual property rights.
      3. Data Transfer: By the execution of this Agreement CLIENT acknowledges, and:
         1. authorizes the transfer to and processing of CLIENT’s Data in the US at ESPS’s hosting locations, and,
         2. confirms that, prior to the transmission of any CLIENT Data to ESPS, CLIENT has received or will obtain any necessary data privacy authorizations, as required by applicable law, from CLIENT’s Participants authorizing ESPS’s receipt of the CLIENT Data, authorizing ESPS’s product and support team employees access to the CLIENT data, and authorizing the transmission of CLIENT Data and access to CLIENT Data by any third parties with which CLIENT has authorized ESPS to exchange CLIENT Data.
         3. Understands that CLIENT is solely responsible for any data breach that occurs when CLIENT transmits or attempts to transmit data to ESPS if CLIENT does not use the provided FTP site from ESPS. CLIENT will hold ESPS completely harmless and fully indemnify ESPS and its parents, subsidiaries, divisions and affiliated persons, firms, corporations and associations and the directors, officers, agents, employees, representatives, attorneys, stockholders, owners, successors and assigns of each of them (collectively “ESPS”) for any and all liability, damage, cost, or expense whatsoever incurred, including reasonable attorney fees, litigation expenses and court costs relating to, by reason of, or resulting from CLIENT’s failure to use ESPS’s FTP site when transmitting data to ESPS.
      4. Survival of Obligations: All of the obligations under this Section 7 shall survive termination of this License Agreement for any reason.
8. ADDITIONAL SERVICES:

CLIENT acknowledges that ESPS shall have no obligation to provide services to CLIENT except as expressly set forth in this License Agreement and the accompanying OptionTrax Scope of Services Agreement. No Additional Services shall be provided unless and until the parties have agreed in writing upon the cost, terms and conditions of same, except that it is hereby agreed to that Additional Services provided by ESPS to CLIENT as described in the following two paragraphs of this section 8 will be paid for by CLIENT to ESPS within thirty (30) days of the invoice date for such charges.

Instructions or information provided by CLIENT that contradict previous instructions, or cause changes to work in progress or work completed, or requires the re-doing of any work previously requested by CLIENT are all Additional Services under this Agreement and will necessitate an additional charge at the rate of $250.00 per hour and CLIENT hereby agrees that CLIENT will pay to ESPS any such charges within fifteen (15) days of the invoice date for such charges.

Additionally, if data is provided by CLIENT to ESPS that is not in complete compliance with the format(s) provided CLIENT by ESPS for the submission of data to ESPS, then CLIENT, in its sole discretion, can either choose to have data returned to them for reformatting, or may request that ESPS reformat the data. If CLIENT requests ESPS support, ESPS will, at its option, accept CLIENT’s submission of said data and reformat the data into ESPS’s required format or reject such submission of data back to CLIENT in order for CLIENT to resubmit the data in ESPS’s format. If ESPS accepts the CLIENT request to reformat the data into ESPS’s required format, CLIENT hereby agrees that ESPS will charge CLIENT at the rate of $250.00 per hour to do so, and CLIENT hereby agrees that CLIENT will pay to ESPS any such charges within fifteen (15) days of the invoice date for such charges.

9. MISCELLANEOUS:
   1. This License Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns, except that CLIENT shall not assign or transfer its rights or obligations under this License Agreement without the prior written consent of ESPS.
   2. Any waiver by either party of a breach or violation of any provision of this License Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof, nor shall any waiver by either party of a breach or violation of any provision of this License Agreement be construed to be a waiver of any other provision of this License Agreement.
   3. The provisions of this License Agreement are independent and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
   4. This License Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied, oral or written. This License Agreement may not be modified or amended other than by an agreement in writing, signed by both parties.
   5. CLIENT understands and agrees that ESPS uses industry-accepted methodologies for calculations and that ESPS does not warrant or guarantee that any of ESPS’s calculations will produce results that are identical to any other methodologies. CLIENT understands and agrees that when loading CLIENT’s paperwork, ESPS will use the language provided by CLIENT but formatting of final documents may not be identical to CLIENT’S own versions.
   6. Finance charges at 1.5% per month will be charged if any payment is received later than 30 days after the date of the pertinent invoice.
   7. CLIENT agrees not to employ, engage directly or indirectly the services of or solicit any employee or subcontractor of ESPS during the term of this Agreement and for a period of one year thereafter except pursuant to a general solicitation through the media or by a search firm, in either case, that is not directed specifically to any employees of ESPS or a ESPS group company, unless such solicitation is undertaken as a means to circumvent the restrictions contained in or conceal a violation of this Section 9(g).  Penalty for breach of this solicitation clause shall be 50% of the hired or engaged employee’s annual salary or $25,000, whichever is greater.
   8. All of the Sections 5, 6, 7, and 8 shall survive termination of this License Agreement for any reason.
   9. The laws of the Commonwealth of Pennsylvania shall govern this License Agreement’s validity, construction and effect.

In WITNESS WHEREOF, the parties hereto have executed this License Agreement on the day and year first above written.

EXHIBIT A

OptionTrax® Equity Plan Module-Online Features for Equity Comp Plan Self-Administration by Client, as subscribed to and paid for by Client:

The OptionTrax® System is ESPS’s online stock plan administration system providing Client administrators the ability to administer their Plan(s), run reports, and input data over the internet. If the Client chooses to subscribe to the Participant Portal Access service, Participants can also view their award account information over the internet.

Administrator Area: This section provides online administration and reporting capabilities for the company’s legal, human resources, and finance departments. In addition to certain capabilities for managing Participants’ information, administrators also have access to reports regarding the following award or plan types, as applicable:

Equity Plan Administration Reporting
Flexible reporting in the OptionTrax system allows administrators to run reports across all data, or filtered by plan, participant, participant demographics, award characteristics, or transaction or as/ of dates. Reports can be exported into excel csv format, as well as printed to pdf.

Financial and Disclosure Reporting
OptionTrax® provides administrators the ability to value awards grants using the Black-Scholes model based on the information the administrator puts in to the OptionTrax® System. It allows the administrator the flexibility to assign different assumptions to different Participants or groups, work with different volatility, etc. Some of the reports the system generates are:

Due to the different methodologies used by different systems and/or individual companies to calculate expense valuations, ESPS does NOT guarantee that the OptionTrax® System expense allocation results or EPS dilution results produced through the OptionTrax® System will match any other and/or previous system or spreadsheets used by CLIENT.

Reports Available to Administrators of ESPP’s, if Subscribed to and paid for by CLIENT:
Run, display and print on both a plan and an offering period basis:

Purchase Report:

Participant Activity Report:

Cash Transaction Report:

Participant Portal Area: If CLIENT chooses to subscribe and pays for Participant Portal Access to the OptionTrax® system, then the Participant is able, through a secure login, to access their account over the internet. The Participant will then have access to the following features, as applicable:

EXHIBIT B

OptionTrax Cap Table Module -Online Features for Securities Tracking
Self-Administration by Client:

The Cap Table Module of the OptionTrax System is ESPS’s online securities tracking system providing Clients the ability to create new securities types, track shareholders and ownership, generate electronic certificates, add or modify shareholders, and record the issuance, cancellation, conversion of, and notes regarding, Client’s securities. In addition Clients can run reports regarding their securities.

Clients subscribing to and paying for the Cap Table Module can perform the following functions:
Manage Multiple Investment Instruments

Track Investor Activity

Process Corporate Actions

Manage Investor Information

Model Funding Events & Liquidation

Clients using the Cap Table Module can run the following reports:

EXHIBIT C
OPTIONTRAX IMPLEMENTATION

Implementation:

FILE FORMAT IMPLEMENTATION: ESPS will, to the best of its ability, convert plan data on a one-time basis with ONE “As-Of” date from data provided by the client (the “Start-Up Data”) when in the file format provided to client by ESPS. The conversion of changes or additions made to the Start-Up Data provided to PMC after the “As-Of” date ARE NOT COVERED under the Implementation charge applicable under the “Set-up Choices” section immediately above. If ESPS, at its sole discretion, decides to accept such changes or additions for conversion, said conversion will be charged at $250.00 per hour.

Implementation will be considered complete when the client signs the “outstanding option sign-off letter”. CLIENT will be solely responsible for any delay in the OptionTrax® system “going live” for CLIENT and its Participants caused by the delay in signing the “outstanding option sign-off letter”.

Due to the different methodologies used by different systems and/or individual companies for calculation purposes, ESPS does NOT guarantee that OptionTrax’s allocation results or EPS dilution results will match any previous system or spreadsheets used by Client.

Enhancements or changes to the OptionTrax® System or InvestmenTrax System requested by Client will be evaluated by ESPS and if ESPS agrees to make such changes or enhancements, Client will be quoted a flat fee or an hourly rate in writing by ESPS for making said changes or enhancements, and any such work will not commence until Client pays said charge in advance to ESPS.

EXHIBIT D

OptionTrax 409A Valuation Services by Stonebridge Advisory

OptionTrax clients can add 409A valuation subscription services directly to their software license subscription. The subscription service includes truly independent and expert 409A valuation services provided by industry experts, Stonebridge Advisory, Inc.

Stonebridge Advisory (“SA”) has been a leader in efficient and effective business valuation services for 27 years. All valuations include six valuation methods and calculations and are thorough reports covering all traditional valuation procedures.
Every valuation comes with a consultation on how to interpret the valuation report to gain the most from it. SA takes a customized approached to value as each appraisal engagement is unique and calls for an experienced appraiser applying individual assessments, applications and approaches.

The Stonebridge Standard 409A Valuation Features

EXHIBIT E

Empower Stock Plan Services, LLC (ESPS) Service Level Agreement

System Availability

ESPS shall use its best efforts to ensure that the OptionTrax® system (“System”) shall be available at least 98% of the time measured on a monthly basis (“uptime commitment”). If there is a service interruption that exceeds one hour from the time ESPS is made aware of the interruption, and the interruption is due to a failure attributable to ESPS (and not due to force majeure or other occurrences or causes beyond ESPS’ control), then ESPS will credit Client with the pro rata portion of Client’s charges for the period of time of the outage. The uptime commitment does not apply to scheduled downtime for system maintenance or upgrades.

Severity Level Response Times
All inquiries will be assigned a Severity Level, each having a defined service level for ESPS acknowledging, responding and resolving the issue. The following matrix provides the service levels for each inquiry.

Resolution of the issue may mean providing a workaround or bringing Client live on the last known prior ‘good’ version of the System, which shall be the immediately preceding versions of the System. Should a work around or bringing Client live on the last known ‘good’ version be the resolution, ESPS shall continue to address the issue using its best efforts to bring Client live on the version of the System encountering the issue or the current version within thirty (30) days.

Escalation
If Severity 1 issues are not resolved within twenty-four (24) hours, the issue will be escalated to the next higher level of responsibility within ESPS. If such issues are not resolved in two (2) business days, the issue will be escalated to then next higher level of responsibility within ESPS. If such issues are not resolved within three (3) business days, the issue will be escalated to the highest level of responsibility in ESPS (e.g., Chief Executive Officer). Identification of a personal or confidential Data Breach incident will be immediately escalated to the highest level of responsibility in ESPS. For Severity 2 issues, the foregoing escalation levels shall occur after one (1), four (4) and seven (7) business days respectively.