This AGREEMENT is made as of the date of submission and payment (the “Effective Date”) by and between Show Me Registered Agents INC., a Missouri corporation, or one of its affiliates (“Show Me Registered Agents INC.”), and the company requesting the services provided in this Agreement (“Subscriber”) for the sole and limited purpose of retaining Show Me Registered Agents INC. to provide Registered Agent Services (defined below) to Subscriber. For good and valuable consideration, Show Me Registered Agents INC. and Subscriber agree as follows:

1. Appointment. Subject to the terms of this Agreement, Subscriber hereby retains Show Me Registered Agents INC. to provide Registered Agent Services (defined below) to Subscriber and Show Me Registered Agents INC. hereby agrees to provide Registered Agent Services (defined below) to Subscriber.

2. Services. The services to be provided by Show Me Registered Agents INC. to Subscriber (the “Registered Agent Services”) will be subject to the terms of this Agreement and strictly limited to:

• providing a physical location in the state of Missouri to serve as Subscriber’s registered office (the “Registered Office”);
• serving as Subscriber’s registered agent (“Registered Agent”) in the state of Suscriber to accept service of process, notice or demand upon Subscriber required or permitted by law; and
• opening envelopes or other packaging for the items received by Show Me Registered Agents INC. at the Registered Office in its capacity as Registered Agent for Subscriber, and forwarding such items to Subscriber in the limited manner described in Section 3 entitled Forwarding Requirements. Show Me Registered Agents INC. WILL NOT FORWARD (AND WILL HAVE NO OBLIGATION TO FORWARD) SOLICITATIONS, CREDIT CARD APPLICATIONS, PRODUCT OFFERINGS, AND JUNK MAIL TO SUBSCRIBER. Subscriber hereby instructs Show Me Registered Agents INC. to discard all solicitations, product offerings, credit card applications, and junk mail received by Show Me Registered Agents INC. in its capacity as Registered Agent for Subscriber.

3. Forwarding Requirements. Subject to limitations stated in Section 2(iii), Show Me Registered Agents INC. will forward to Subscriber the items received by Show Me Registered Agents INC. at the Registered Office in its capacity as Registered Agent for Subscriber. Show Me Registered Agents INC. will do so by scanning the item into an electronic PDF file and forwarding the PDF file by email to Subscriber at Subscriber’s last known email address as such address is reflected on the books and records of Show Me Registered Agents INC.. An item will be deemed to have been timely forwarded to Subscriber if the email is sent within two (2) business days after MBC’s receipt of the item. Subscriber has elected to use an email forwarding method. Accordingly, Subscriber agrees and understands that Show Me Registered Agents INC. will have no obligation to physically send an item to Subscriber by United States mail or otherwise. Notwithstanding Subscriber’s election to receive items by email, in lieu of forwarding an item by email, Show Me Registered Agents INC. shall have the option (but not the obligation) to forward an item to Subscriber by United States mail to Subscriber’s last known mailing address as such address reflected on the books and records of Show Me Registered Agents INC.. This option may be exercised by Show Me Registered Agents INC. in its sole discretion without any notice.

4. Subscriber’s Email and Mailing Addresses. Subscriber’s current email and mailing addresses are set forth under Subscriber’s signature on the signature page hereof. Subscriber hereby instructs Show Me Registered Agents INC. to forward any process, notice, demand or items covered by this Agreement to the email address. If Show Me Registered Agents INC. exercises its option to forward an item by mail, Subscriber hereby instructs Show Me Registered Agents INC. to forward the item to the mailing address. Subscriber must provide Show Me Registered Agents INC. with Notice of any changes in Subscriber’s email and/or mailing addresses. Show Me Registered Agents INC. will have 3 business days after its receipt of such Notice to update its records. Subscriber warrants that the email and mailing addresses provided by it to Show Me Registered Agents INC. are accurate, and bears the risk of any inaccurate email or mailing address provided by it to Show Me Registered Agents INC.. If Show Me Registered Agents INC. receives 2 returned or rejected items, either from the email address or mailing address, without any forwarding address information for Subscriber, Show Me Registered Agents INC. may immediately and unilaterally terminate this Agreement and withdraw as Registered Agent for Subscriber. Upon such termination, Show Me Registered Agents INC. shall have no continuing obligation to Subscriber; nor will Show Me Registered Agents INC. owe Subscriber any refund of fees.

5. Permission to Sign, Open Mail and Packages, and Email Items. Subscriber hereby consents and grants permission to Show Me Registered Agents INC. to (a) sign for receipt on behalf of Subscriber those documents served on Show Me Registered Agents INC. that require signature, (b) open the envelopes or other packaging for the items received by Show Me Registered Agents INC. in its capacity as Registered Agent for Subscriber (including all service of process, notices or demands), and (c) electronically scan and forward the same by email or by United States mail as provided in this Agreement. Email deliveries will be sent by Show Me Registered Agents INC. to the email address provided by Subscriber. Subscriber is solely responsibility for maintaining the security and privacy of its computers and the email address, and bears all risks arising from access by individuals to Subscriber’s computers and/or email.

6. Fees and Costs. Subscriber agrees to pay Show Me Registered Agents INC. a fee for providing Registered Agent Services. Show Me Registered Agents INC.’s fee for the first year of the term of this Agreement is Forty-Nine and No/100 dollars ($100.00) for these services in the State of Missouri. Thereafter, Show Me Registered Agents INC.’s fee is subject to change by Show Me Registered Agents INC. by Notice to Subscriber given at least thirty (30) days prior to expiration of the then current annual term. All fees payable to Show Me Registered Agents INC. under this Agreement are due on the date this Agreement is signed by Subscriber for the first year of the term, and within thirty (30) days of invoice date for subsequent years. If Show Me Registered Agents INC. does not receive payment from Subscriber within such thirty (30) day period, Show Me Registered Agents INC. may unilaterally terminate this Agreement and withdraw as Registered Agent for Subscriber, and Show Me Registered Agents INC. shall have no continuing liability to Subscriber. In the event that Show Me Registered Agents INC. elects to forward items by mail to Subscriber, the costs of the initial five (5) mailings during a calendar year will be borne by Show Me Registered Agents INC.. The costs of additional mailings during a calendar year will be borne by Subscriber and will be due and payable by Subscriber to Show Me Registered Agents INC. within thirty (30) days of invoice date.

7. Term. The term of this Agreement will commence on the Effective Date of this Agreement and will continue from year to year unless terminated by either party in accordance with its terms. Either party may terminate the automatic renewal of the term of this Agreement by providing the other party Notice of non-renewal at least ninety (90) days prior to the commencement of the next renewal term.

8. Termination. Show Me Registered Agents INC. shall have right to terminate this Agreement as provided in Section 4 (for returned or rejected emails and mail) and Section 6 (for failure to pay fees) without any rights of Subscriber to cure. In addition, either party may terminate this Agreement upon thirty (30) days’ prior Notice to the other party if the other party is in default under this Agreement and does not cure the default within such thirty (30) day notice period. Either party may terminate this Agreement at any time without cause upon thirty (30) days’ prior Notice to the other party. If Show Me Registered Agents INC. exercises its right of termination without cause, Show Me Registered Agents INC. will provide Subscriber a pro rata refund of the fee paid by Subscriber for the then current annual term. A termination by Subscriber without cause will not entitle Subscriber to any refund from Show Me Registered Agents INC.. Upon any termination of this Agreement in accordance with this Agreement, Show Me Registered Agents INC.’s obligation to provide Subscriber any Registered Agent Service will terminate automatically and without any further notice or other action.

9. Record Retention. Show Me Registered Agents INC. is not obligated to maintain originals or copies of any item received by Show Me Registered Agents INC. as Subscriber’s Registered Agent.

10. Change of Registered Office. The current address of the Registered Office is set forth under Show Me Registered Agents INC.’s signature on the signature page of this Agreement. Show Me Registered Agents INC. may change the location of the Registered Office at any time in its sole discretion. In such event, Show Me Registered Agents INC. will give Notice to Subscriber of the change in location and will file, at Show Me Registered Agents INC.’s expense, all required notices with the Missouri Secretary of State to ensure Show Me Registered Agents INC.’s continued maintenance of a Registered Office for Subscriber in Missouri during the term of this Agreement.

11. Indemnity. Subscriber shall defend, indemnify and holds harmless Show Me Registered Agents INC. and Show Me Registered Agents INC.’s representatives, agents and staff from any liability, judgment, claim or legal action that may arise as the result of or pertain to the performance of Registered Agent Services, or from Subscriber’s failure to provide Show Me Registered Agents INC. current contact information for the forwarding of service of process, notice or demand.

12. Notices. All notices required or permitted under Sections 4, 6, 7, 8, and 10 of this Agreement (collectively the “Notices”) must be in writing and will be deemed to have been validly given upon receipt, if sent by commercial overnight delivery, or by the third business day following deposit in the mail, if sent by U.S. mail, first class, postage prepaid, and addressed to the party at the mailing address following its signature below. Each party may change such party’s mailing address for Notice purposes by giving Notice in accordance with this section of the Agreement. Facsimile transmission and email are not valid methods of providing Notice under this Agreement.

13. Governing Law; Forum. This Agreement is governed by the laws of Missouri without reference to its conflict of laws principles. The exclusive jurisdiction and venue for any action by any party arising out of or relating to this Agreement is in the Circuit Court of Jackson County, Missouri. The parties consent to jurisdiction and venue in such forum, and waive all objections thereto, including objections based upon the convenience of such forum.

14. Relationship Between the Parties. Subscriber and Show Me Registered Agents INC. are independent contractors. Neither party is the agent, partner, joint venturer or employee of the other party. No fiduciary relationship exists between Show Me Registered Agents INC. and Subscriber as a result of this Agreement or otherwise. Neither party has any right to bind or obligate the other party in any way.

15. Signatures. This Agreement may be executed in counterparts and all counterparts shall be construed together and constitute one agreement. A signature provided by facsimile transmission shall constitute a valid signature for the purpose of this Agreement.

16. Acknowledgements. Subscriber acknowledges and understands (a) that valid service upon Show Me Registered Agents INC. in Show Me Registered Agents INC.’s capacity as Registered Agent of Subscriber constitutes valid service upon Subscriber; (b) that Show Me Registered Agents INC. has no obligation to forward solicitations, product offerings, credit card applications and junk mail to Subscriber, (c) that Subscriber has elected to have items forwarded to Subscriber by email, (d) that email deliveries may be subject to security and privacy risks including viewing by any individual who has access to Subscriber’s computer and/or email, and (f) that Show Me Registered Agents INC. has no obligation to retain items received by it in its capacity as Registered Agent for Subscriber. SUBSCRIBER FURTHER UNDERSTANDS THAT Show Me Registered Agents INC. IS NOT A LAW FIRM AND WILL NOT PROVIDE LEGAL SERVICES OR LEGAL REPRESENTATION TO SUBSCRIBER.

17. Entire Agreement. This Agreement constitutes the entire agreement between parties with respect to its subject matter, and supersedes all prior understandings, communications and agreements (whether written or oral) regarding its subject matter.

18. Limitation of Liability. SUBSCRIBER ACKNOWLEDGES THAT THE REGISTERED AGENT SERVICES ARE MINISTERIAL IN NATURE AND Show Me Registered Agents INC.’S FEE FOR PERFORMING SUCH SERVICES IS NOMINAL IN AMOUNT. ACCORDINGLY, SUBSCRIBER AGREES THAT Show Me Registered Agents INC.’S LIABILITY FOR Show Me Registered Agents INC.’S DEFAULT UNDER THIS AGREEMENT, OR Show Me Registered Agents INC.’S LIABILITY FOR Show Me Registered Agents INC.’S NEGLIGENCE OR TORTIOUS CONDUCT IN CONNECTION WITH THIS AGREEMENT, IS LIMITED TO REFUNDING TO SUBSCRIBER THE FEE PAID BY SUBSCRIBER TO Show Me Registered Agents INC. FOR THE THEN CURRENT TERM AND THE IMMEDIATELY PRECEDING TERM. IN NO EVENT WILL Show Me Registered Agents INC. BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

WHEREFORE, INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement as of the Effective Date first above written at such time as Subscriber accepts these terms and conditions and submits payment.