Common use of Covenants, Representations and Warranties of the Company Clause in Contracts

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS that: (i) The Company is registered, in good standing, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (ii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions described in Rule 262 under the Securities Act (a “Disqualification Event”).. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPS. (iii) The Offering Materials and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading. (iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity. (v) The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company. (vi) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viii) The Company will protect and maintain all confidential information provided by NCPS to the Company. (ix) The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act. In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will be deemed also to be made to NCPS for its benefit. (x) The Company will, at its own expense, file Form 1-A and take all other actions necessary to qualify for the exemption provided in Regulation A under the Securities Act of 1933 (Reg A) (or any applicable respective successor provision), in connection with the Company Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPS. (xi) The Company will (a) cooperate with all due diligence efforts by NCPS and satisfy all due diligence requests made by NCPS (including by its vendors) in a timely manner,, (b) provide complete, final and executed transaction documents to NCPS for the Offering within 30 days of each closing of the Offering, (c) keep NCPS reasonably informed about the status of communications with prospective investors in the Offering, (d) not direct Prospects to invest outside of NCPS or provide investment technology for the purpose of avoiding payment of fees or otherwise, (e) if requested by NCPS, provide a legal opinion from the Company’s legal counsel to the extent that the Offering has been conducted in accordance with all applicable law and regulation, (f) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects outside of the Online Platform unless they have a substantive pre-existing relationship with such investor, or (g) not attempt to circumvent any limitations or procedures of NCPS, including with respect to contacting to investors.

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS that: (i) The Company is registered, in good standing, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (ii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions “Bad Actor” disqualifications described in Rule 262 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”).. , except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPS. (iii) The Offering Materials Documents and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading. (iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity. (v) The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company. (vi) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viii) The Company will protect and maintain all confidential information provided by NCPS to the Company. (ix) The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act. In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will be deemed also to be made to NCPS for its benefit. (x) The Company willhas, at its own expense, file filed Form 1-A and will take all other actions necessary to qualify for the exemption provided in Regulation A under of the Securities Act of 1933 (Reg A) (or any applicable respective successor provision), in connection with the Company Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPS. (xi) The Company will (a) cooperate with all due diligence efforts by NCPS and satisfy all due diligence requests made by NCPS (including by its vendors) in a timely manner,, (b) cooperate with all accredited investor verification requests and processes of NCPS in a timely manner, (c) provide complete, final and executed transaction documents to NCPS for the Offering within 30 days of each closing of the Offering, (cd) will keep NCPS reasonably informed about the status of communications with prospective investors in the Offering, (de) not direct Prospects to invest outside of NCPS or provide investment technology for the purpose of avoiding payment of fees or otherwise, otherwise and (ef) if requested by NCPS, provide a legal opinion from the Company’s legal counsel to the extent that the Offering has been conducted in accordance with all applicable law and regulation, (f) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects outside of the Online Platform unless they have a substantive pre-existing relationship with such investor, or (g) not attempt to circumvent any limitations or procedures of NCPS, including with respect to contacting to investors.

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS SI Securities that: (i) The Company will submit any Offering communications to SI Securities for approval prior to publicizing or distributing such messages to ensure regulatory compliance. (ii) The Company is registered, in good standingstanding in each jurisdiction in which it conducts business, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (iiiii) The Company is not presently conducting or contemplating any other offering of securities pursuant toRegulation A under Section 3(b) of the Actother than the Offering and will alert SI Securities as soon as commercially reasonable to the extent the Company plans to conduct a separate offering simultaneously under Regulation D. (iv) The Offering Documents and any marketing materials provided by the Company or posted to SeedInvest will not contain (a) any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading or any (b) exaggerated, unwarranted, promissory or unsubstantiated claims (as set forth in applicable FINRA regulations and guidance). (v) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and shall treat all prospective investors fairly and with the utmost integrity. (vi) The Company shall promptly notify SI Securities if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Offering Circular or any promotional material developed by SI Securities or the Company. (vii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions “Bad Actor” disqualifications described in Rule 262 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”).. , except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPSEvent. (iii) The Offering Materials and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading. (iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity. (v) The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company. (viviii) The Company will promptly supplement or amend the Indicative Terms and/or Offering Circular and other documents used in connection with the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viiiix) The Company will protect and maintain all confidential information provided by NCPS SI Securities or SeedInvest to the Company. (ixx) The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will shall be deemed also to be made to NCPS SI Securities and SeedInvest for its their benefit. (xxi) The Company willshall, at its own expense, prepare and file a Form 1-A with the U.S. Securities and Exchange Commission and any applicable states and take all other actions necessary to qualify for the exemption provided in by Regulation A under Section 3(b) of the Securities Act of 1933 (Reg A) (or any applicable respective successor provision)Act, in connection with the Company Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPSSI Securities. In addition, the Company shall pay for all applicable filing and other fees necessary to qualify theOffering with the Financial Industry Regulatory Authority (“FINRA”). (xixii) The Company will shall (a) whether before, during or after the Offering, cooperate with all reasonable due diligence efforts by NCPS SI Securities and satisfy all reasonable due diligence requests made by NCPS SI Securities (including by its vendors) in a timely manner,, (b) connect SI Securities with prospective or committed investors in the Offering as reasonably requested, (c) provide complete, final and executed transaction documents to NCPS SeedInvest and SI Securities for the Offering within 30 days of each closing of the Offering, (cd) shall keep NCPS SI Securities reasonably informed about the status and likelihood of communications with closing investments from prospective investors in the Offering, (de) not direct Prospects to invest outside of NCPS or provide investment technology the Online Platform for the purpose of avoiding payment of fees or otherwise, (ef) if requested by NCPSSI Securities, provide a legal opinion from the Company’s legal counsel to the extent that the Offering (except with respect to any actions of SI Securities) has been conducted in accordance with all applicable allapplicable law and regulation, (fg) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects investors outside of the Online Platform unless they have a substantive pre-existing relationship with such investorPlatform, or (gh) not attempt to circumvent any limitations or procedures of NCPSthe Online Platform. (xiii) Following the Closing of the Offering, including with respect at least once per fiscal quarter, Company shall provide the following to contacting SeedInvest and each Prospect who purchased securities in the Offering for so long as such Prospect owns securities of the Company (or any successor), a written (or email) report containing at least the following information: (i) quarterly revenue, (ii) quarterly change in cash and cash on hand, (iii), number of full-time employees, (iv) any material updates on the business (in a simple bullet format), (v) any material issues faced by the business (in a simple, bullet format), (vi) progress on KPI #1 (the most important key metric of the business (e.g. number of units sold, etc.), (vii) KPI #2, the next important key metric that you use to investorsrun your business (e.g. conversion rates, churn, etc.), (viii) fundraising updates (plans for timing of next round, current round status, etc.), and (ix) notable press & news.

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS that: (i) The Company will submit all Testing the Waters and Offering communications to NCPS for approval prior to publicizing or distributing such messages to ensure regulatory compliance. (ii) The Company is registered, in good standingstanding in each jurisdiction in which it conducts business, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (iiiii) The Company is not presently conducting or contemplating any other offering of securities pursuant to Regulation A under Section 3(b) of the Act other than the Offering and will alert NCPS as soon as commercially reasonable to the extent the Company plans to conduct a separate offering simultaneously under Regulation D. (iv) The Offering Documents and any marketing materials provided by the Company or posted to SeedInvest will not contain (a) any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading or any (b) exaggerated, unwarranted, promissory or unsubstantiated claims (as set forth in applicable FINRA regulations and guidance). (v) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and shall treat all prospective investors fairly and with the utmost integrity. (vi) The Company shall promptly notify NCPS if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Offering Materials or any promotional material developed by NCPS or the Company. (vii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions “Bad Actor” disqualifications described in Rule 262 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”).. , except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPSEvent. (iii) The Offering Materials and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading. (iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity. (v) The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company. (viviii) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viiiix) The Company will protect and maintain all confidential information provided by NCPS or SeedInvest to the Company. (ixx) The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will shall be deemed also to be made to NCPS and SeedInvest for its their benefit. (xxi) The To the extent the Company willproceeds with an Offering after Testing the Waters, the Company shall, at its own expense, prepare and file a Form 1-A with the U.S. Securities and Exchange Commission and any applicable states and take all other actions necessary to qualify for the exemption provided in by Regulation A under Section 3(b) of the Securities Act of 1933 (Reg A) (or any applicable respective successor provision)Act, in connection with the Company Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPS. In addition, the Company shall pay for all applicable filing and other fees necessary to qualify this offering with the Financial Industry Regulatory Authority (“FINRA”). (xixii) The Company will shall (a) whether before, during or after the Offering, cooperate with all reasonable due diligence efforts by NCPS and satisfy all reasonable due diligence requests made by NCPS (including by its vendors) in a timely manner,, (b) connect NCPS with prospective or committed investors in the Offering as reasonably requested, (c) provide complete, final and executed transaction documents to SeedInvest and NCPS for the Offering within 30 days of each closing of the Offering, (cd) shall keep NCPS reasonably informed about the status and likelihood of communications with closing investments from prospective investors in the Offering, (de) not direct Prospects to invest outside of NCPS or provide investment technology the Online Platform for the purpose of avoiding payment of fees or otherwise, (ef) if requested by NCPS, provide a legal opinion from the Company’s legal counsel to the extent that the Offering (except with respect to any actions of NCPS) has been conducted in accordance with all applicable law and regulation, (fg) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects investors outside of the Online Platform unless they have a substantive pre-existing relationship with such investorPlatform, or (gh) not attempt to circumvent any limitations or procedures of NCPSthe Online Platform. (xiii) Following the Closing of the Offering, including with respect at least once per fiscal quarter, Company shall provide the following to contacting Seedlnvest and each Prospect who purchased securities in the Offering for so long as such Prospect owns securities of the Company (or any successor), a written (or email) report containing at least the following information: (i) quarterly revenue, (ii) quarterly change in cash and cash on hand, (iii), number of full-time employees, (iv) any material updates on the business (in a simple bullet format), (v) any material issues faced by the business (in a simple, bullet format), (vi) progress on KPI #1 (the most important key metric of the business (e.g. number of users, etc.), (vii) KPI #2, the next important key metric that you use to investorsrun your business (e.g. conversion rates, churn, etc.), (viii) fundraising updates (plans for timing of next round, current round status, etc.), and (ix) notable press & news.

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS SI Securities that: (i) The Company will submit any Offering communications to SI Securities for approval prior to publicizing or distributing such messages to ensure regulatory compliance. (ii) The Company is registered, in good standingstanding in each jurisdiction in which it conducts business, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (iiiii) The Company is not presently conducting or contemplating any other offering of securities pursuant to Regulation A under Section 3(b) of the Act other than the Offering and will alert SI Securities as soon as commercially reasonable to the extent the Company plans to conduct a separate offering simultaneously under Regulation D. (iv) The Company shall offer securities under Tier II of Regulation A. Company hereby agrees to promptly notify SI Securities if it chooses to offer securities under any another provision of Regulation A. (v) The Offering Documents and any marketing materials provided by the Company or posted to SeedInvest will not contain (a) any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading or any (b) exaggerated, unwarranted, promissory or unsubstantiated claims (as set forth in applicable FINRA regulations and guidance). (vi) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and shall treat all prospective investors fairly and with the utmost integrity. (vii) The Company shall promptly notify SI Securities if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Offering Materials or any promotional material developed by SI Securities or the Company. (viii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions “Bad Actor” disqualifications described in Rule 262 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”).. , except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPSEvent. (iii) The Offering Materials and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading. (iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity. (v) The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company. (viix) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viiix) The Company will protect and maintain all confidential information provided by NCPS SI Securities or SeedInvest to the Company. (ixxi) The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will shall be deemed also to be made to NCPS SI Securities and SeedInvest for its their benefit. (xxii) The Company willshall, at its own expense, prepare and file a Form 1-A with the U.S. Securities and Exchange Commission and any applicable states and take all other actions necessary to qualify for the exemption provided in by Regulation A under Section 3(b) of the Securities Act of 1933 (Reg A) (or any applicable respective successor provision)Act, in connection with the Company Company’s Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPSSI Securities. The Company shall also pay for all applicable filing and other fees necessary to qualify this offering with the Financial Industry Regulatory Authority (“FINRA”). In addition, the company shall pay the fees associated with registering the securities with the Depository Trust and Clearing Corporation, transfer agent services, and fees associated with the custody of the securities. (xixiii) The Company will shall (a) whether before, during or after the Offering, cooperate with all reasonable due diligence efforts by NCPS SI Securities and satisfy all reasonable due diligence requests made by NCPS SI Securities (including by its vendors) in a timely manner,, (b) connect SI Securities with prospective or committed investors in the Offering as reasonably requested, (c) provide complete, final and executed transaction documents to NCPS SeedInvest and SI Securities for the Offering within 30 days of each closing of the Offering, (cd) shall keep NCPS SI Securities reasonably informed about the status and likelihood of communications with closing investments from prospective investors in the Offering, (de) not direct Prospects to invest outside of NCPS or provide investment technology the Online Platform for the purpose of avoiding payment of fees or otherwise, (ef) if requested by NCPSSI Securities, provide a legal opinion from the Company’s legal counsel to the extent that the Offering (except with respect to any actions of SI Securities) has been conducted in accordance with all applicable law and regulation, (fg) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects investors outside of the Online Platform unless they have a substantive pre-existing relationship with such investorPlatform, or (gh) not attempt to circumvent any limitations or procedures of NCPSthe Online Platform. (xiv) Following the Closing of the Offering, including with respect at least once per fiscal quarter, Company shall provide the following to contacting to investorsSeedInvest and each Prospect who purchased securities in the Offering for so long as such Prospect owns securities of the Company (or any successor), a written (or email) report containing at least the following information: (i) quarterly revenue, (ii) quarterly change in cash and cash on hand, (iii), number of full-time employees, (iv) any material updates on the business (in a simple bullet format), and (v) notable press & news.

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS SI Securities that: (i) The Company will submit all Testing the Waters and Offering communications to SI Securities for approval prior to publicizing or distributing such messages to ensure regulatory compliance. (ii) The Company is registered, in good standingstanding in each jurisdiction in which it conducts business, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (ii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions described in Rule 262 under the Securities Act (a “Disqualification Event”).. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPS. (iii) The Company is not presently conducting or contemplating any other offering of securities pursuant to Regulation A under Section 3(b) of the Act other than the Offering Materials and will alert SI Securities as soon as commercially reasonable to the extent the Company plans to conduct a separate offering simultaneously under Regulation D. (iv) If after commencing the Testing the Waters campaign the Company chooses to proceed with an Offering, it shall do so under Tier II of Regulation A. Company hereby agrees that it shall promptly notify SI Securities if it chooses to offer securities under any another provision of Regulation A. (v) The TTW materials and any other marketing materials provided by the Company or posted to SeedInvest will not contain (a) any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleadingmisleading or any (b) exaggerated, unwarranted, promissory or unsubstantiated claims (as set forth in applicable FINRA regulations and guidance). (iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity. (vvi) The Company will shall promptly notify NCPS in writing SI Securities if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials TTW materials or any promotional material developed by NCPS SI Securities or the Company. (vivii) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents TTW materials and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viii) The Company will protect and maintain all confidential information provided by NCPS SI Securities or SeedInvest to the Company. (ix) The For a period of twelve (12) months following the Termination Date of this Agreement, Company represents agrees that it has not taken, and it will not take shall provide SI Securities at least 30 days prior written notice of any action, directly or indirectly, so as proposed future offering of its securities made primarily for capital raising purposes pursuant to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Regulation A under Section 3(b) or Section 4(a)(2) of the Act, and therein shall provide SI Securities Act. In effecting the Offering, the Company agrees opportunity to comply in all material respects with applicable provisions of the Act serve as Company’s sole and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will be deemed also to be made to NCPS for its benefit. (x) The Company will, at its own expense, file Form 1-A and take all other actions necessary to qualify for the exemption provided in Regulation A under the Securities Act of 1933 (Reg A) (or any applicable respective successor provision), exclusive placement agent in connection with the Company such Future Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPS. (xi) The Company will (a) cooperate with all due diligence efforts by NCPS and satisfy all due diligence requests made by NCPS (including by its vendors) in a timely manner,, (b) provide complete, final and executed transaction documents to NCPS for the Offering within 30 days of each closing of the Offering, (c) keep NCPS reasonably informed about the status of communications with prospective investors in the Offering, (d) not direct Prospects to invest outside of NCPS or provide investment technology for the purpose of avoiding payment of fees or otherwise, (e) if requested by NCPS, provide a legal opinion from the Company’s legal counsel to the extent that the Offering has been conducted in accordance with all applicable law and regulation, (f) not “scrape” the names terms set forth in Exhibit A attached herein. The foregoing right may be assigned by SI Securities to any of NCPS Prospects investors listed on the Online Platform its affiliates and/or broker-dealer partners without any further consent or attempt to contact such NCPS Prospects outside of the Online Platform unless they have a substantive pre-existing relationship with such investor, or (g) not attempt to circumvent any limitations or procedures of NCPS, including with respect to contacting to investorsapprovals.

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS that: (i) The Company is registered, in good standingstanding in each jurisdiction in which it conducts business, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (ii) The Company is not presently conducting or contemplating any other offering of securities pursuant to Regulation A under Section 3(b) of the Act other than the Offering and will alert NCPS as soon as commercially reasonable to the extent the Company plans to conduct a separate offering simultaneously under Regulation D. (iii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions “Bad Actor” disqualifications described in Rule 262 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”).. , except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPSEvent. (iiiiv) The Offering Materials Documents and any marketing materials provided by the Company or posted to SeedInvest will not contain (a) any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleadingmisleading or any (b) exaggerated, unwarranted, promissory or unsubstantiated claims (as set forth in applicable FINRA regulations and guidance). (ivv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integritymisleading. (vvi) The Company will shall promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company. (vivii) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viii) The Company will protect and maintain all confidential information provided by NCPS or SeedInvest to the Company. (ix) The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will shall be deemed also to be made to NCPS and SeedInvest for its their benefit. (x) The Company willshall, at its own expense, shall prepare and file a Form 1-A A-1 with the U.S. Securities and Exchange Commission and any applicable states and take all other actions necessary to qualify for the exemption provided in by Regulation A under Section 3(b) of the Securities Act of 1933 (Reg A) (or any applicable respective successor provision)Act, in connection with the Company Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPS. (xi) The Company will shall (a) during the Offering, cooperate with all reasonable due diligence efforts by NCPS and satisfy all reasonable due diligence requests made by NCPS (including by its vendors) in a reasonably timely manner,, (b) connect NCPS with prospective investors in the Offering as reasonably requested, (c) cooperate with all applicable accredited investor v or income or net worth verification requests and processes of NCPS in a timely manner, (d) provide complete, final and executed transaction documents to SeedInvest and NCPS for the Offering within 30 days of each closing of the Offering, (ce) shall keep NCPS reasonably informed about the status and likelihood of communications with closing investments from prospective investors in the Offering, (df) not direct Prospects to invest outside of NCPS or provide investment technology the Online Platform for the purpose of avoiding payment of fees or otherwise, (eg) if requested by NCPS, provide a legal opinion from the Company’s legal counsel to the extent that the Offering (except with respect to any actions of NCPS) has been conducted in accordance with all applicable law and regulation, (fh) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects investors outside of the Online Platform unless they have a substantive pre-existing relationship with such investorPlatform, or (gi) not attempt to circumvent any limitations or procedures of the Online Platform. (xii) For a period of three years following the Termination Date of this Agreement (unless this Agreement is terminated pursuant to Sections 2, 12(iii)(c) or 12(iii)(d) hereof, the Company shall provide SeedInvest at least 30 days prior written notice of any proposed future Regulation A offering of its securities and therein shall provide SI Securities, LLC (an affiliate of SeedInvest), the opportunity to act as a placement agent for such offering on substantially the same terms as set forth herein (with SI Securities, LLC in the place of NCPS, including ). (xiii) Company will report quarterly to investors through SeedInvest with respect the details of the information rights to contacting to investorsbe determined jointly by the Company and SeedInvest in good faith.

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS that: (i) The Company is registered, in good standing, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (ii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions “Bad Actor” disqualifications described in Rule 262 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”).. , except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPS. (iii) The Indicative Terms, the Offering Materials Documents and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading. (iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity. (v) The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company. (vi) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viii) The Company will protect and maintain all confidential information provided by NCPS to the Company. (ix) The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act. In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will be deemed also to be made to NCPS for its benefit. (x) The Company will, at its own expense, file Form 1-A and take all other actions necessary to qualify for the exemption provided in Regulation A under of the Securities Act of 1933 (Reg A) (or any applicable respective successor provision), in connection with the Company Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPS. (xi) The Company will (a) cooperate with all due diligence efforts by NCPS and satisfy all due diligence requests made by NCPS (including by its vendors) in a timely manner,, (b) cooperate with all accredited investor verification requests and processes of NCPS in a timely manner, (c) provide complete, final and executed transaction documents to NCPS for the Offering within 30 days of each closing of the Offering, (cd) will keep NCPS reasonably informed about the status of communications with prospective investors in the Offering, (de) not direct Prospects to invest outside of NCPS the Online Platform or provide investment technology for the purpose of avoiding payment of fees or otherwise, (ef) if requested by NCPS, provide a legal opinion from the Company’s legal counsel to the extent that the Offering has been conducted in accordance with all applicable law and regulation, (fg) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects investors outside of the Online Platform unless they have a substantive pre-existing relationship with such investor, or (gh) not attempt to circumvent any limitations or procedures of NCPSthe Online Platform, including with respect to contacting to investors.

Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS SI Securities that: (i) The Company will submit all Testing the Waters and Offering communications to SI Securities for approval prior to publicizing or distributing such messages to ensure regulatory compliance. (ii) The Company is registered, in good standingstanding in each jurisdiction in which it conducts business, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes. (iiiii) The Company is not presently conducting or contemplating any other offering of securities pursuant to Regulation A under Section 3(b) of the Act other than the Offering and will alert SI Securities as soon as commercially reasonable to the extent the Company plans to conduct a separate offering simultaneously under Regulation D. (iv) If after commencing the Testing the Waters campaign the Company chooses to proceed with an Offering, it shall do so under Tier II of Regulation A. Company hereby agrees that it shall promptly notify SI Securities if it chooses to offer securities under any another provision of Regulation A. (v) The Offering Documents and any marketing materials provided by the Company or posted to SeedInvest will not contain (a) any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading or any (b) exaggerated, unwarranted, promissory or unsubstantiated claims (as set forth in applicable FINRA regulations and guidance). (vi) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and shall treat all prospective investors fairly and with the utmost integrity. (vii) The Company shall promptly notify SI Securities if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Offering Materials or any promotional material developed by SI Securities or the Company. (viii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions “Bad Actor” disqualifications described in Rule 262 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”).. , except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPSEvent. (iii) The Offering Materials and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading. (iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity. (v) The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company. (viix) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering. (vii) The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS. (viiix) The Company will protect and maintain all confidential information provided by NCPS SI Securities or SeedInvest to the Company. (ixxi) The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will shall be deemed also to be made to NCPS SI Securities and SeedInvest for its their benefit. (xxii) The To the extent the Company willproceeds with an Offering after Testing the Waters, the Company shall, at its own expense, prepare and file a Form 1-A with the U.S. Securities and Exchange Commission and any applicable states and take all other actions necessary to qualify for the exemption provided in by Regulation A under Section 3(b) of the Securities Act of 1933 (Reg A) (or any applicable respective successor provision)Act, in connection with the Company Company’s Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPSSI Securities. The Company shall also pay for all applicable filing and other fees necessary to qualify this offering with the Financial Industry Regulatory Authority (“FINRA”). In addition, the company shall pay the fees associated with registering the securities with the Depository Trust and Clearing Corporation, transfer agent services, and fees associated with the custody of the securities. (xixiii) The Company will shall (a) whether before, during or after the Offering, cooperate with all reasonable due diligence efforts by NCPS SI Securities and satisfy all reasonable due diligence requests made by NCPS SI Securities (including by its vendors) in a timely manner,, (b) connect SI Securities with prospective or committed investors in the Offering as reasonably requested, (c) provide complete, final and executed transaction documents to NCPS SeedInvest and SI Securities for the Offering within 30 days of each closing of the Offering, (cd) shall keep NCPS SI Securities reasonably informed about the status and likelihood of communications with closing investments from prospective investors in the Offering, (de) not direct Prospects to invest outside of NCPS or provide investment technology the Online Platform for the purpose of avoiding payment of fees or otherwise, (ef) if requested by NCPSSI Securities, provide a legal opinion from the Company’s legal counsel to the extent that the Offering (except with respect to any actions of SI Securities) has been conducted in accordance with all applicable law and regulation, (fg) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects investors outside of the Online Platform unless they have a substantive pre-existing relationship with such investorPlatform, or (gh) not attempt to circumvent any limitations or procedures of NCPSthe Online Platform. (xiv) Following the Termination Date of this Agreement, including for a period equal to the term remaining under this agreement on the date of termination pursuant to Section 14(i), Company agrees that it shall provide SI Securities notice of any proposed future offering of its securities made primarily for capital raising purposes pursuant to Regulation A under Section 3(b) of the Act, and therein shall provide SI Securities the opportunity to serve as Company’s sole and exclusive placement agent in connection with respect such future Reg A offering on substantially the same terms as set forth herein. (xv) Following the Closing of the Offering, at least once per fiscal quarter, Company shall provide the following to contacting to investorsSeedInvest and each Prospect who purchased securities in the Offering for so long as such Prospect owns securities of the Company (or any successor), a written (or email) report containing at least the following information: (i) quarterly revenue, (ii) quarterly change in cash and cash on hand, (iii), number of full-time employees, (iv) any material updates on the business (in a simple bullet format), and (v) notable press & news.