MASTER SUBSCRIPTION AGREEMENT

1. Scope of Agreement

This MSA governs Verify’s provision of Verify Software, as defined herein, pursuant to one or more Order Forms signed by the parties.

2. Definitions

3. Proprietary Rights and Obligations

(a) License to Software. Subject to the terms and conditions of the Agreement, Verify grants to Licensee a non-exclusive, non-transferable, non-sublicensable, license to access and use the licensed Software, as provided by Verify, for its internal use during the Term in the manner contemplated by the parties and this MSA.

(b) Restrictions on Use of Software. Licensee will comply with all applicable laws, rules and regulations in connection with Licensee’s use of the Software. Licensee will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software; (iii) lend, lease, offer for sale, sell or otherwise use the Software for the benefit of third parties; (iv) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to the Software, including without limitation other accounts, computer systems or networks connected to the Software; or (v) use or view the Software for the purposes of developing, directly or indirectly, a product or service competitive to the Software.

(c) Verify Ownership of Verify Services. Except for the rights granted in Section 3(a) above, Verify retains all right, title and interest, including all intellectual property rights, in and to the Software. Licensee acknowledges that the Software includes Verify’s valuable trade secrets and improper use or disclosure may cause Verify irreparable harm. Accordingly, Licensee agrees to use the Software solely as authorized in this Agreement. Licensee further acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Licensee title or ownership of the Software or a copy of the Software, but only a right of limited use. ALL RIGHTS IN THE SOFTWARE NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO VERIFY.

(d) Licensee Data. Subject to the terms and conditions of this Agreement, Licensee grants to Verify a perpetual, royalty-free, worldwide, non-transferable (except pursuant to Section 12(a) below), non-sublicensable license to access, use, copy and distribute the Licensee Data for the purpose of providing reports to Licensee and, if applicable, reports and Licensee Data to Licensee’s lenders, to provide support to Licensee, and to improve and optimize the Software and services provided by Licensee. Licensee represents and warrants that: (i) it either owns the Licensee Data or is otherwise permitted to grant the license set forth in this Section 3(d); (ii) the posting and use of Licensee Data on or through the Software as permitted under this Agreement does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Licensee Data on the Software does not result in a breach of contract between Licensee and any third party.

(e) Use of Third Parties. Verify may engage third parties to act on Verify’s behalf in connection with Verify’s provision of the Software and services, provided that: (a) such third parties are subject to applicable confidentiality obligations that are substantially as protective as those set forth in this Agreement; and (b) Verify is responsible for such third parties’ acts and omissions in relation to Verify’s obligations under this Agreement.

(f) Feedback. Customer grants Verify a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into Verify’s products and services any feedback or suggestions for enhancement to the Software that Customer provides to Verify (“Feedback”), without any obligation of compensation.

4. Licensee’s Responsibilities

Licensee will (i) be responsible for its and its Affiliates and personnel’s compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Verify immediately of any such unauthorized access and/or use of which Licensee becomes aware, and (iii) use the Software only in accordance with this Agreement and all applicable laws and regulations. Licensee will not (a) make the Software available to any third party other than as expressly provided in this Agreement, (b) sell, resell, rent or lease the Software, (c) knowingly use the Software to store or transmit material that infringes the intellectual property rights or other proprietary rights of a third party or violates third-party privacy rights, (d) knowingly use the Software to transmit malicious code, or (e) interfere with or disrupt the integrity or performance of the Software or any third-party data contained therein. Licensee is responsible for obtaining and maintaining all devices and other equipment and software needed for Licensee’s access to and use of the Software. The Software may need to access other third-party software licensed by Licensee. Such third-party software is not under the control of Verify, and Verify is not responsible for any such third-party software.

5. Fees and Payment

(a) Fees. Licensee will pay Verify all fees, if any, set forth on any applicable Order Form (collectively, the “Fees”) within 30 days of Licensee’s receipt of an invoice. Except as expressly set forth in this MSA, the Fees are non-refundable.

(b) Overdue Charges. Verify reserves the right to charge Licensee interest at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, on any Fees not received by the date such payment was due. Additionally, if any Fees are more than 30 days overdue, Verify may make the Software inaccessible.

(c) Taxes. Licensee is responsible for payment of sales, use, property, value-added, withholding, or other federal, state or local taxes, except for taxes based solely on Verify’s net income. If Verify is required to pay any such taxes based on the licenses granted in this Agreement, then such taxes will be billed to and paid by Licensee. For the avoidance of doubt, all Fees listed herein are exclusive of New York State Sales Tax.

6. Confidential Information

(a) Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limitation, Licensee’s Confidential Information will include Licensee Data; Verify’s Confidential Information will include the Software; and Confidential Information of a Party will include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information.

(b) Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party will (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its legal counsel and accountants without the other Party’s prior written consent.

(c) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wants to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7. Term and Termination

(a) Term of Agreement. This Agreement takes effect on the date Licensee first signs an Order Form incorporating these terms and will remain in effect until all applicable Order Forms have expired or been terminated (the “Term”).

(b) Term of Subscriptions. The initial term of each subscription to the Software will be described in the applicable Order Form (the “Initial Term”). Except as otherwise described in an Order Form, subscriptions for the Software will automatically renew for additional periods equal in length to the expiring subscription term (each, a “Renewal Term”) unless either party provides notice of non-renewal at least 30 days prior to commencement of the next renewal term.

(c) Termination. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default, and such breach or default remains uncured 30 days after the breaching or defaulting Party receives the notice.

(d) Effect of Termination. Upon expiration or termination of the Agreement, the rights, licenses and access to the Software granted to Licensee under the Agreement will immediately terminate. If the Agreement expires, or if Verify terminates this Agreement pursuant to Section 7(c), any unpaid Fees will become immediately due and payable to Verify. If Licensee terminates the Agreement pursuant to Section 7(c), Verify will provide Licensee with a pro-rated refund of any prepaid, unused Fees covering the period from the date of termination through the end of the Term. In no event will expiration or termination of the Agreement relieve Licensee of any obligation to pay Fees applicable to the period prior to the date of termination.

(e) Survival. All terms and provisions of the Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive.

8. Representations and Warranties

Each party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter the Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (c) the execution of any Order Form incorporating this MSA by its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the Party; and (d) it will abide by all applicable federal, state and local laws and regulations with respect to its online activities, its use of end user data and its use or provision of the products and services offered by each Party in connection with the Agreement.

9. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND VERIFY MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE. VERIFY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES. VERIFY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS.

10. Limitation of Liability

EXCEPT WITH RESPECT TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE FEES RECEIVED FROM OR PAYABLE BY LICENSEE TO VERIFY PURSUANT TO THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. EXCEPT FOR A BREACH OF THE LICENSE RESTRICTIONS, OR LICENSEE’S OBLIGATION TO PAY FEES, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR FOR LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.

11. Indemnification

(a) Verify will indemnify, defend and hold Licensee harmless from any third party claim, action, suit or proceeding made or brought against Licensee alleging that Licensee’s use of the Software in accordance with the Agreement infringes such third party’s intellectual property rights (an “Infringement Claim”). In the event of an Infringement Claim, Verify will promptly, at its sole option and expense: (i) procure for Licensee the right to continue use of the Software or the infringing part thereof; or (ii) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or (iii) if neither of the foregoing is commercially practicable, terminate the Agreement and repay to Licensee a pro-rata portion, if any, of any prepaid but unused Fees. Verify will have no liability for an Infringement Claim if the actual or alleged infringement results from (A) Licensee’s breach of the Agreement, (B) Licensee’s modification, alteration or addition made to the Software or any use thereof, including any combination of the Software with other materials not provided or authorized by Verify, (C) Licensee’s failure to use any corrections or modifications made available by Verify that would not result in any material loss of functionality, or (D) use of the Software in a manner or in connection with a product or data not contemplated by this Agreement.

(b) Licensee will indemnify, defend and hold Verify harmless from any third party claim, action, suit or proceeding made or brought against Verify to the extent arising out of or resulting from Verify’s access to third-party software made available by Licensee or use of any Licensee Data in accordance with this Agreement.

(c) Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable claim; (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability); and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim, at the indemnifying party’s cost and expense. The indemnified Party may participate in the defense of the claim at its sole cost and expense.

12. Miscellaneous

(a) Assignment. Neither Party may assign the Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement to a parent, affiliate, subsidiary, or successor to its business, if any, resulting from a merger, acquisition, or other change in control. Subject to the foregoing, the Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 12(a) will be null and void.

(b) Export Regulations. Licensee agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, Licensee covenants that it will not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Verify under the Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

(c) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect.

(d) Governing Law and Jurisdiction. The Agreement is governed by and construed under the laws of the State of New York without reference to conflict of laws principles. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York, and the Parties agree and submit to the exclusive jurisdiction and venue of these courts.

(e) Modification and Waiver. No waiver or modification of the Agreement will be valid unless made in writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.

(f) Publicity. Unless Customer has notified Verify to the contrary in writing (including via email), Verify may disclose Customer as a customer of Verify and may use Customer’s name and logo on Verify’s website or customer list.

(g) Entire Agreement. This Agreement, together with any applicable Order Forms, embodies the entire understanding of the Parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both Parties.

(h) Force Majeure. A party is not liable for delay or default under this Agreement if such delay or default is caused by conditions beyond its reasonable control and the party suffering from any such conditions uses reasonable efforts to mitigate against the effects of such conditions; provided, however, failure to pay Fees will not be excused under this paragraph.