Terms of Service & Privacy Policy

MASTER CLIENT SERVICES AGREEMENT

Thrushcross LLC d/b/a TC Filings

Version 1.1 | Effective Date: JULY 1 2026

PLEASE READ CAREFULLY

This Agreement contains provisions that materially affect your legal rights, including a limitation of liability (Section 13), an indemnification obligation (Section 14), a mandatory dispute resolution process and arbitration provision (Section 16), and a waiver of your right to a jury trial and to participate in a class action (Sections 16.3).

Most importantly: TC Filings is not your registered agent. Please read Section 4 carefully.

1. PARTIES AND ACCEPTANCE

1.1 Parties. This Master Client Services Agreement (this "Agreement") is entered into between Thrushcross LLC, a Delaware limited liability company doing business as TC Filings ("TC Filings," "we," "us," or "our"), and you, together with each business entity for which you order Services (collectively, "Client," "you," or "your").

1.2 Formation of the Agreement. This Agreement becomes binding when you place an Order for Services and indicate your acceptance, whether by clicking a button or checkbox indicating assent, by signing an order form, or by using or paying for the Services. We maintain a record of your acceptance, including the date, time, and version of this Agreement accepted. Your continued use of the Services, or your payment for them, following any revision to this Agreement constitutes acceptance of the revised Agreement.

If you do not agree to this Agreement, do not order or use the Services.

1.3 This Agreement Is With You Personally. This Agreement applies to you as an individual, to each entity for which you order Services, and to any person you authorize to act on your behalf in connection with the Services. You are personally responsible for the obligations, representations, and payment terms set out in this Agreement, and that responsibility does not end if an entity for which Services were ordered is dissolved, merged, converted, or otherwise ceases to exist. It is your responsibility to inform any person you authorize to act on your behalf of the terms of this Agreement, and you are responsible for their acts and omissions in connection with the Services.

1.4 Authorized Contacts. You may designate one or more Authorized Contacts who may act on your behalf with respect to an account or an Entity. We are entitled to rely on the instructions of any Authorized Contact without further verification. You may add or remove Authorized Contacts through the Client Portal. Removal is effective only when we process it, and we are not responsible for actions taken in reliance on an Authorized Contact before removal is processed.

1.5 Business Use Only. You represent and warrant that you are acquiring the Services solely for business or commercial purposes, and not for personal, family, or household purposes. The Services are offered on a business-to-business basis.

1.6 Capacity. You represent that you are at least 18 years of age, that you have the legal capacity to enter into this Agreement, and that you have full authority to bind each Entity for which you order Services.

2. DOCUMENTS INCORPORATED BY REFERENCE

2.1 Incorporated Documents. The following documents are incorporated into this Agreement by reference and form part of it. You agree to each of them:

• Registered Agent Service Addendum
• Corporate Filing Services Addendum
• Mail Forwarding & Virtual Address Addendum (applicable only if and when such Services are purchased)
• Client Portal & Application Terms (applicable only if and when using the online portal)
• Payments, Auto-Renewal & Refund Policy
• Termination & Resignation Policy
• Acceptable Use Policy
• Privacy Policy
• Any order form, statement of work, or written service description we provide to you

2.2 Order of Precedence. In the event of a conflict:

(a) A signed order form or written amendment executed by both parties controls over all other documents. (b) A service-specific Addendum controls over this Agreement with respect to the Service it governs. (c) An operational Policy (Payments, Termination, Acceptable Use) controls over this Agreement with respect to the subject matter it governs. (d) This Agreement controls in all other cases.

2.3 Availability. All incorporated documents are available at tcfilings.com. We maintain an archive of prior versions.

3. DEFINITIONS

"Entity" means a business entity — a limited liability company, corporation, nonprofit corporation, limited partnership, or similar organization — for which you order Services.

"Filing Fees" means fees charged by a Secretary of State, other state or local agency, or federal agency in connection with a filing, which we collect from you and remit on your behalf.

"Legal Documents" means service of process, notices of legal proceedings, official correspondence from a Secretary of State or other government agency, and other documents received by the Provider in its capacity as registered agent for an Entity.

"Order" means your request for Services, however submitted.

"Provider" means the licensed commercial registered agent through which registered agent representation is arranged and delivered, as described in Section 4. The identity of the current Provider is disclosed in the Registered Agent Service Addendum and in the Client Portal.

"Service Fees" means the fees payable to TC Filings for the Services, exclusive of Filing Fees.

"Services" means the services we provide to you, including the arrangement and administration of registered agent representation, the preparation and submission of corporate filings, access to the Client Portal, and any other services you order.

"Service of Process" means a summons, complaint, subpoena, writ, or other document by which a legal proceeding is commenced or advanced against an Entity, delivered to the Entity's registered agent.

4. NATURE OF THE SERVICE

This section describes how the registered agent service actually works. Please read it in full.

4.1 TC Filings Is Not Your Registered Agent. TC Filings does not act as registered agent for any Entity and is not appointed as registered agent on any state record. TC Filings arranges, administers, and supports registered agent representation that is provided by a licensed commercial registered agent — the Provider — which maintains staffed physical offices in each jurisdiction where representation is provided.

4.2 The Provider's Name Appears on the Public Record. When registered agent representation is arranged for an Entity, the name and address of the Provider — not the name or address of TC Filings — is what appears on the Entity's public record with the applicable Secretary of State or equivalent office. If you search for your Entity on a state's public business registry, you will see the Provider's name listed as the registered agent, not "TC Filings" or "Thrushcross LLC." This is by design and is how the Service is structured. This disclosure is also presented to you at checkout before you place an Order.

4.3 Authorization to Engage the Provider. You authorize TC Filings to engage the Provider on your behalf; to appoint the Provider as registered agent for each Entity for which you order registered agent service; to transmit your information to the Provider as necessary to deliver the Services; to instruct the Provider on your behalf; and to receive and route Legal Documents from the Provider to you.

4.4 What TC Filings Does. TC Filings is responsible for: intake and onboarding; preparation and submission of filings; routing Legal Documents received from the Provider to you through the Client Portal; providing and maintaining the Client Portal; billing and payment; and client support. TC Filings is your sole point of contact. You will not ordinarily interact with the Provider directly.

4.5 Right of Substitution. TC Filings may change the Provider at any time, in its sole discretion, without your consent. You irrevocably authorize TC Filings, on your behalf and in your name, to prepare, execute, and file with any Secretary of State or equivalent office any document necessary to change the registered agent of record for any Entity, including a statement of change of registered agent and any consent to appointment. TC Filings will notify you of any such change. A change of Provider is not a termination of the Services, does not entitle you to a refund, and does not relieve you of any payment obligation.

4.6 No Direct Relationship With the Provider. You have no contractual relationship with the Provider. The Provider is not a party to this Agreement, and, except as expressly stated in Sections 13 and 14, you have no right to enforce any obligation against the Provider, and the Provider owes you no duty arising from this Agreement. Your sole contractual counterparty is TC Filings. Any claim you have arising from the Services must be brought against TC Filings, subject to the limitations in this Agreement.

4.7 Provider Limitations Flow Through to You. The Services are subject to limitations imposed by the Provider, and you acknowledge and accept the following, each of which is described in more detail in the applicable Addendum or Policy:

(a) Registered agent service is sold on an annual term and is not refundable, in whole or in part; (b) Following termination of registered agent service, neither TC Filings nor the Provider has any obligation to forward, re-mail, or deliver any document received on behalf of an Entity; (c) The Provider's address may be used only for the purpose of the Service purchased, and may not be used as a business mailing address, on tax filings, or for any other purpose; (d) The Provider may resign as registered agent, which may cause an Entity to fall out of good standing.

5. WHAT TC FILINGS IS NOT

5.1 Not a Law Firm. TC Filings is not a law firm, is not an attorney, and does not provide legal advice. No attorney-client relationship exists or is created between you and TC Filings. No communication between you and TC Filings is protected by the attorney-client privilege or the work product doctrine. We do not review your circumstances, we do not advise you on which entity type to select, in which state to organize, what tax elections to make, or how to structure your business, and we do not represent you in any matter. You are representing yourself. If you require legal advice, you should consult a licensed attorney in your jurisdiction.

5.2 Not Accountants or Tax Advisors. TC Filings is not a certified public accountant, accounting firm, or tax advisor, and does not provide accounting or tax advice.

5.3 Not a Fiduciary. Your use of the Services does not create any fiduciary duty or obligation, express or implied, on the part of TC Filings, its members, officers, employees, contractors, or affiliates. TC Filings acts as a fulfillment service provider. It executes your instructions; it does not exercise independent judgment on your behalf or act in a representative capacity beyond what is expressly stated in this Agreement.

5.4 Not an Insurer. TC Filings is not an insurer with respect to the Services. The Service Fees, and the limitations on liability and remedies set out in this Agreement, reflect an allocation of risk between you and TC Filings that both parties have accepted. The Service Fees would be materially higher if TC Filings assumed the risks that this Agreement allocates to you.

5.5 Information Is Not Advice. Any information we provide — including state law summaries, formation guides, compliance calendars, deadline reminders, templates, and answers to support inquiries — is general information only. It is not legal, tax, or accounting advice, it may be incomplete or out of date, and you may not rely on it as advice.

6. ACCURATE AND CURRENT INFORMATION

6.1 Your Responsibility. You are solely responsible for the accuracy, completeness, quality, integrity, legality, and appropriateness of all information you provide to us. The accuracy of any filing we make on your behalf depends entirely on the information you supply. We do not independently verify the information you give us, and we are not responsible for the consequences of information that is inaccurate, incomplete, or out of date.

6.2 Duty to Update. You agree to notify us of any change to the following within thirty (30) days of the change:

(a) your name, mailing address, telephone number, or email address; (b) the name, address, officers, directors, members, managers, or organizers of any Entity; (c) the status of any Entity, including dissolution, administrative dissolution, conversion, merger, re-domestication, foreign qualification, or withdrawal; (d) any change in the authority of an Authorized Contact.

You may update this information through the Client Portal.

6.3 Email Address — Special Notice. The email address you maintain with us is the primary channel by which you will be notified that Service of Process or other Legal Documents have been received on behalf of an Entity. You are responsible for maintaining a valid, monitored, deliverable email address at all times during the term of this Agreement, and for ensuring that our messages are not blocked, filtered, or diverted. If you fail to receive notice of a Legal Document because the email address on file is invalid, abandoned, full, or unmonitored, that is your responsibility and not ours.

6.4 Self-Filed Appointments. If you or your attorney file a document with a state that appoints the Provider as registered agent for an Entity without ordering the Service through us, you must notify us immediately and provide the Entity's exact legal name, state file number, jurisdiction, and payment for the representation. Until you do so, we and the Provider have no obligation with respect to that Entity, and no Legal Document received for that Entity will be routed to you.

6.5 Material Breach. Your failure to provide or maintain accurate and current information is a material breach of this Agreement and is grounds for immediate suspension or termination of the Services without refund.

7. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant, on the date you accept this Agreement and continuously thereafter, that:

(a) you have full legal authority to act on behalf of, and to bind, each Entity for which you order Services; (b) all information you provide is true, accurate, complete, and current; (c) neither you nor any Entity, nor any beneficial owner, officer, director, or manager of any Entity, is a person or entity subject to sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or is located in or organized under the laws of a jurisdiction subject to comprehensive U.S. sanctions; (d) you will not use the Services for any unlawful purpose, including fraud, money laundering, tax evasion, or the concealment of beneficial ownership from any authority entitled to it; (e) your use of the Services does not and will not violate any applicable law or the rights of any third party.

8. ELECTRONIC RECORDS AND SIGNATURES

8.1 Consent to Electronic Records. You consent to receive all communications, agreements, disclosures, and notices from us electronically, whether by email or through the Client Portal. Electronic delivery satisfies any legal requirement that a communication be in writing. You may withdraw this consent only by terminating the Services.

8.2 Authorization to Affix Your Signature. You expressly authorize TC Filings, and the Provider, to affix your electronic or physical signature to any document required to be filed with any state or federal agency in connection with the Services you have ordered, including articles of organization or incorporation, statements of change, consents to appointment, annual reports, and applications for foreign qualification. If you upload or otherwise provide a signature image or specimen to us, you authorize its use for this purpose in the ordinary course of delivering the Services, without our seeking separate authorization for each use.

8.3 Scope and Revocation. This authorization extends only to filings made in connection with Services you have ordered. You may revoke it by written notice, but revocation does not affect any filing already submitted, and revocation may make it impossible for us to deliver the Services, in which case we may terminate them.

8.4 E-SIGN and UETA. The parties intend that this Agreement, and all filings executed under it, satisfy the federal Electronic Signatures in Global and National Commerce Act and applicable state Uniform Electronic Transactions Acts.

9. ACCOUNT SECURITY

9.1 Credentials. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorized by you.

9.2 Two-Factor Authentication. Your account is enrolled in two-factor authentication ("2FA") by default. 2FA may use a one-time passcode delivered by SMS, email, or an authenticator application. You may disable 2FA through the Client Portal. If you do so, you accept all risk arising from that decision, and you agree to indemnify us for any claim arising from unauthorized access to your account following your disabling of 2FA.

9.3 Notification. You must notify us immediately of any suspected unauthorized access to your account.

10. FEES, TERM, AND RENEWAL

10.1 Two Categories of Charges. Charges fall into two categories, which are treated differently:

(a) Service Fees — amounts payable to TC Filings for the Services; and (b) Filing Fees — amounts charged by a government agency, which we collect from you and remit on your behalf. Filing Fees are pass-through charges and are not refundable once remitted, under any circumstances, including if a filing is rejected.

10.2 Annual Term and Automatic Renewal. Registered agent service is provided on an annual term and renews automatically unless cancelled in accordance with the Termination & Resignation Policy. You authorize us to charge your payment method on file for each renewal term.

10.3 Payments Policy. Fees, billing, renewal, cancellation deadlines, price changes, refunds, and collections are governed by the Payments, Auto-Renewal & Refund Policy, which is incorporated by reference.

11. CLIENT PORTAL

Your access to and use of the Client Portal, any mobile application, and any application programming interface is governed by the Client Portal & Application Terms, which are incorporated by reference.

12. DISCLAIMER OF WARRANTIES

THE SERVICES, THE CLIENT PORTAL, AND ALL CONTENT AND INFORMATION PROVIDED BY TC FILINGS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, TC FILINGS DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, TC FILINGS DOES NOT WARRANT OR GUARANTEE THAT:

(a) THE SERVICES OR ANY INFORMATION PROVIDED WILL BE ACCURATE, COMPLETE, RELIABLE, OR CURRENT;

(b) THE SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL BE AVAILABLE AT ANY PARTICULAR TIME, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(c) ANY FILING WILL BE ACCEPTED BY ANY GOVERNMENT AGENCY, OR WILL BE PROCESSED WITHIN ANY PARTICULAR TIME;

(d) ANY ENTITY NAME WILL BE AVAILABLE OR WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY;

(e) ANY ENTITY WILL REMAIN IN GOOD STANDING, OR THAT ANY DEADLINE WILL BE MET;

(f) ANY DOCUMENT WILL BE RECEIVED, SCANNED, ROUTED, OR DELIVERED WITHIN ANY PARTICULAR TIME.

GOVERNMENT PROCESSING TIMES ARE OUTSIDE OUR CONTROL AND WE MAKE NO REPRESENTATION ABOUT THEM.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THRUSHCROSS LLC NOR THE PROVIDER WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THRUSHCROSS LLC AND THE PROVIDER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES YOU PAID TO THRUSHCROSS LLC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Specific Exclusions. WITHOUT LIMITING SECTIONS 13.1 AND 13.2, NEITHER THRUSHCROSS LLC NOR THE PROVIDER WILL BE LIABLE FOR:

(a) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR YOUR ACCOUNT;

(b) THE ACTS OR OMISSIONS OF THE UNITED STATES POSTAL SERVICE, ANY COURIER, OR ANY OTHER DELIVERY SERVICE;

(c) ANY LOSS, DAMAGE, DESTRUCTION, DELAY, OR MISDELIVERY OF ANY LEGAL DOCUMENT, FROM ANY CAUSE;

(d) ANY DEFAULT JUDGMENT, ADMINISTRATIVE DISSOLUTION, LOSS OF GOOD STANDING, PENALTY, FINE, OR LOSS OF LICENSE SUFFERED BY ANY ENTITY;

(e) YOUR FAILURE TO RECEIVE, OPEN, OR ACT UPON ANY NOTICE SENT TO THE EMAIL ADDRESS ON FILE;

(f) ANY ACT OR OMISSION OF ANY THIRD PARTY, INCLUDING ANY GOVERNMENT AGENCY.

13.4 Allocation of Risk. YOU ACKNOWLEDGE THAT THE SERVICE FEES HAVE BEEN SET IN RELIANCE ON THE LIMITATIONS OF LIABILITY IN THIS SECTION 13 AND THE INDEMNITY IN SECTION 14; THAT THESE PROVISIONS REPRESENT A BARGAINED-FOR ALLOCATION OF RISK BETWEEN SOPHISTICATED COMMERCIAL PARTIES; THAT THRUSHCROSS LLC WOULD NOT PROVIDE THE SERVICES AT THESE PRICES WITHOUT THEM; AND THAT THEY WILL APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13.5 Provider as Beneficiary. The Provider is an express third-party beneficiary of this Section 13 and may enforce it directly.

14. INDEMNIFICATION

14.1 Your Indemnity. You agree to defend, indemnify, and hold harmless THRUSHCROSS LLC, the Provider, and each of their respective members, officers, directors, employees, contractors, agents, affiliates, successors, and assigns (the "Indemnified Parties") from and against any and all claims, demands, causes of action, liabilities, judgments, awards, penalties, fines, losses, costs, damages, and expenses — including reasonable attorneys' fees and all costs of litigation, arbitration, and appeal — arising out of or relating to:

(a) any actual or alleged breach by you of this Agreement, any Addendum, or any Policy, including the Privacy Policy and the Acceptable Use Policy; (b) any information you provide that is inaccurate, incomplete, or not current, or your failure to update information as required by Section 6; (c) your wrongful or improper use of the Services, or your use of the Provider's address other than as permitted; (d) your violation of any law, rule, or regulation of any jurisdiction; (e) your violation of any right of any third party, including rights of privacy, publicity, or intellectual property; (f) any access to or use of the Services by any person using your credentials, whether or not authorized by you, including following your disabling of 2FA; (g) any claim of copyright or other infringement arising from the scanning, imaging, storage, or transmission of Legal Documents or other mail on your behalf, or from any material you upload to the Client Portal; (h) the failure of the United States Postal Service, any courier, or any other delivery service to deliver accurately or on time; (i) any loss, damage, or destruction of a Legal Document, from any cause; (j) THRUSHCROSS LLC or the Provider being named as a party to, or being required to respond to, any proceeding, subpoena, or demand by reason of the Provider's status as registered agent for an Entity; (k) any obligation to forward, re-mail, or deliver any document received after the termination of the Services, and any third-party claim arising from your failure to receive any such document; (l) your failure to appoint a successor registered agent, or to maintain any Entity in good standing.

14.2 Provider as Beneficiary. The Provider is an express third-party beneficiary of this Section 14 and may enforce it directly.

14.3 Procedure. We will notify you of any claim for which we seek indemnification. We may, at our option and at your expense, assume the exclusive defense and control of any such claim. You may not settle any claim in a manner that imposes any obligation or admission on an Indemnified Party without our prior written consent.

14.4 Survival. This Section 14 survives termination of this Agreement.

15. LIMITATION ON TIME TO BRING A CLAIM

ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED. In any proceeding, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

16. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES THROUGH AN INFORMAL PROCESS AND THEN THROUGH BINDING INDIVIDUAL ARBITRATION. IT WAIVES YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

16.1 Definition of Dispute. A "Dispute" means any claim, controversy, or dispute between you and TC Filings arising out of or relating to this Agreement, the Services, the Client Portal, our advertising or marketing, privacy, or data security, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before or after the date of this Agreement. "Dispute" includes claims asserted against us by any Authorized Contact or by any person claiming through you. Questions concerning the arbitrability of a Dispute are excluded from this definition and are reserved to a court.

16.2 Mandatory Informal Resolution — Condition Precedent.

(a) Before commencing any arbitration or legal proceeding, you must send us a written Notice of Dispute by certified mail to: Legal Department, Thrushcross LLC, 1207 Delaware Ave., Suite 187, Wilmington, DE with a copy by email to info@thrushcross.com.

(b) The Notice of Dispute must: (i) state your name, address, email address, and telephone number; (ii) identify the account and Entity concerned; (iii) describe the nature and factual basis of the Dispute; (iv) state the specific relief sought and the basis for calculating it; (v) state whether you contend the Dispute is arbitrable; and (vi) be personally signed by you (an electronic signature complying with E-SIGN is acceptable).

(c) For sixty (60) days after we receive a complete Notice of Dispute, the parties will negotiate in good faith to resolve it. Completion of this process is a condition precedent to commencing any arbitration or proceeding. A court has authority to enforce this condition precedent, including by enjoining a premature arbitration and the assessment or collection of arbitration fees.

(d) All applicable limitations periods are tolled from our receipt of a complete Notice of Dispute until the conclusion of this process.

16.3 Waiver of Jury Trial and Class Actions. YOU AND TC FILINGS EACH WAIVE THE RIGHT TO A TRIAL BY JURY. YOU AND TC FILINGS EACH AGREE THAT ANY DISPUTE WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

16.4 Arbitration.

(a) If the parties do not resolve a Dispute through the process in Section 16.2, the Dispute will be resolved by binding, confidential arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, including the Expedited Procedures, before a single arbitrator. The AAA Rules are incorporated by reference and are available at adr.org.

(b) The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 16.

(c) The arbitration will be seated in Spokane County, Washington, or conducted remotely at the arbitrator's discretion.

(d) The arbitrator may award any relief available in a court of competent jurisdiction, but may not consolidate the claims of more than one claimant or preside over any representative proceeding, except as provided in Section 16.6.

(e) The award will include an allocation of arbitration costs and reasonable attorneys' fees to the prevailing party. Judgment on the award may be entered in any court of competent jurisdiction.

16.5 Governing Law and Venue. This Agreement is governed by the laws of the State of Washington, without regard to its conflict of laws principles. For any Dispute not subject to arbitration, and for any proceeding to compel arbitration, to stay a proceeding, or to confirm, modify, or vacate an award, the parties submit to the exclusive jurisdiction of the state and federal courts located in Spokane County, Washington, and waive any objection based on personal jurisdiction, venue, or forum non conveniens.

16.6 Mass and Coordinated Filings. If twenty (20) or more Disputes raising substantially similar claims are filed by or with the assistance of the same law firm or coordinated group, the parties agree that such Disputes will be administered together before a single arbitrator, with one procedural calendar, one set of administrative and hearing fees per side, and one hearing. TC Filings may, at its option, elect to litigate any such Dispute in a court of competent jurisdiction rather than in arbitration. Any disagreement about the application of this Section will be stayed pending determination by a court.

16.7 Exceptions. Nothing in this Section prevents either party from: (a) bringing an individual claim in small claims court; (b) seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information; or (c) seeking provisional remedies in aid of arbitration.

16.8 Severability of This Section. If the class action waiver in Section 16.3 is found unenforceable as to any claim, that claim will be severed and litigated in court, and the remainder of this Section 16 will remain in effect as to all other claims.

17. TERM AND TERMINATION

The term of the Services, the process for cancellation, the consequences of termination, and the handling of documents received after termination are governed by the Termination & Resignation Policy, which is incorporated by reference. You should read that Policy before ordering registered agent service.

18. CONFIDENTIALITY

18.1 Mutual Obligation. Each party will protect the other's non-public information disclosed in connection with the Services with at least the degree of care it uses for its own confidential information, and will not disclose it except as permitted here.

18.2 Permitted Disclosures. We may disclose your information: to the Provider and to our service providers, as necessary to deliver the Services; to government agencies, as necessary to make filings you have authorized; as required by law, subpoena, or court order; and as described in the Privacy Policy.

18.3 No Privilege. Confidentiality under this Section is contractual only. It does not create an attorney-client privilege, a work product protection, or any evidentiary privilege, and your communications with us are not privileged. See Section 5.1.

19. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including: earthquake, flood, fire, storm, hurricane, tornado, or other natural disaster; epidemic or pandemic; war, terrorism, civil unrest, or armed conflict; act of any government or public authority, including any change in law; strike, lockout, or labor dispute; failure of utilities, telecommunications, or internet infrastructure; cyberattack; or the closure or unavailability of any government office (each, a "Force Majeure Event"). If a Force Majeure Event continues for more than sixty (60) days in the aggregate, either party may terminate the affected Services on written notice, without liability, provided that this does not relieve you of any accrued payment obligation.

20. ASSIGNMENT

20.1 By You. You may not assign or transfer this Agreement, or any right or obligation under it, without our prior written consent, which will not be unreasonably withheld. Any purported assignment without consent is void.

20.2 By Us. TC Filings may assign or transfer this Agreement, in whole or in part, without your consent: to any affiliate; in connection with any merger, acquisition, reorganization, change of control, or sale of all or substantially all of its assets or of the business line to which the Services relate; or to any successor in interest. This includes any transfer of the TC Filings business or brand from Thrushcross LLC to a separate entity. We will notify you of any such assignment, but your consent is not required.

20.3 Binding Effect. This Agreement binds and benefits the parties and their permitted successors and assigns.

21. AMENDMENT

21.1 By Us. We may amend this Agreement and any incorporated document from time to time. We will post the current version at tcfilings.com and update the effective date.

21.2 Material Changes. For any amendment that materially and adversely affects your rights, we will give you at least thirty (30) days' notice by email before it takes effect. Your continued use of the Services after the effective date constitutes acceptance. If you do not accept a material amendment, your remedy is to terminate the Services in accordance with the Termination & Resignation Policy.

21.3 By You. No modification, addition, or deletion proposed by you is effective unless agreed by us in a writing signed by an authorized representative of TC Filings. Any term you purport to add — including in a purchase order, an email, or other correspondence — is rejected and has no effect.

22. GENERAL

22.1 Entire Agreement. This Agreement, together with the documents incorporated by reference in Section 2, constitutes the entire agreement between you and Thrushcross LLC regarding the Services, and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

22.2 No Third-Party Beneficiaries. This Agreement creates no third-party beneficiary rights, except that the Provider is an express third-party beneficiary of Sections 4, 5, 12, 13, 14, 15, and 16, and may enforce them directly.

22.3 Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later. No waiver is effective unless in writing.

22.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remainder of this Agreement will remain in full force.

22.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship, except the limited authority expressly granted in Sections 4.3, 4.5, and 8.2.

22.6 Notices. We may give you notice by email to the address on file, or by posting in the Client Portal. Email notice is effective on sending. You must give us notice as specified in Section 16.2 for Disputes, and otherwise at info@thrushcross.com or 1207 Delaware Ave., Suite 187, Wilmington, DE.

22.7 Headings. Headings are for convenience only and do not affect interpretation.

22.8 Survival. Sections 3, 5, 6.5, 12, 13, 14, 15, 16, 18, 20, and 22, and any provision that by its nature should survive, survive termination of this Agreement.

22.9 Interpretation. This Agreement will not be construed against the drafting party. "Including" means "including without limitation."

23. CONTACT

Thrushcross LLC d/b/a TC Filings

1207 Delaware Ave., Suite 187, Wilmington, DE

Thrushcross.com

+1 (302) 302-9202

Version 1.1 | Effective July 1, 2026

REGISTERED AGENT SERVICE ADDENDUM

Thrushcross LLC d/b/a TC Filings

Version 1.1 | Effective Date: July 1, 2026

1. SCOPE AND RELATIONSHIP TO THE MASTER AGREEMENT

1.1 This Addendum governs registered agent service ("RA Service"). It is incorporated into and forms part of the Master Client Services Agreement ("MCSA") between you and Thrushcross LLC d/b/a TC Filings ("TC Filings," "we," "us"). Capitalized terms not defined here have the meanings given in the MCSA.

1.2 In the event of a conflict between this Addendum and the MCSA with respect to RA Service, this Addendum controls.

1.3 RA Service is available in all fifty states, the District of Columbia, and certain Territories of the United States as available. RA Service is purchased and billed separately for each Entity in each jurisdiction.

2. THE PROVIDER IS YOUR REGISTERED AGENT — NOT TC FILINGS

2.1 TC Filings Is Not the Registered Agent. TC Filings does not serve as registered agent for any Entity and is not appointed as registered agent on any state record. TC Filings arranges and administers registered agent representation that is provided by a licensed commercial registered agent (the "Provider"). The Provider maintains staffed physical offices in each jurisdiction in which representation is provided, as required by state law.

2.2 The Current Provider. The current Provider is Registered Agents Inc. The Provider's identity is also disclosed in the Client Portal and is updated if the Provider changes.

2.3 The Provider's Name Appears on the Public Record. When RA Service is arranged for an Entity, the name and physical address of the Provider — not TC Filings, and not Thrushcross LLC — is what is filed with the Secretary of State and what appears on the Entity's public record.

If you look up your Entity on a state's public business registry, you will see the Provider's name listed as your registered agent. You will not see "TC Filings." This is how the Service is structured, and it is disclosed to you here, at checkout, and in your welcome email.

2.4 Why This Matters to You. Because the Provider is the registered agent of record:

(a) Service of process directed at your Entity will be delivered to the Provider's address, not to TC Filings; (b) The Provider — not TC Filings — is the party that discharges the statutory registered agent function; (c) If the Provider resigns, or if the Provider's appointment is terminated, your Entity's registered agent of record changes, with the consequences described in Section 9 and in the Termination & Resignation Policy; (d) You have no direct contractual relationship with the Provider. TC Filings is your sole counterparty. See MCSA Section 4.6.

2.5 Authorization. You authorize TC Filings to appoint the Provider as registered agent for each Entity for which you order RA Service; to transmit your information to the Provider; to instruct the Provider on your behalf; and to receive and route Legal Documents from the Provider to you.

2.6 Consent to Appointment. Some jurisdictions require a registered agent to sign a consent to appointment or acceptance of appointment. In those jurisdictions, the Provider — not TC Filings — executes that consent. You authorize TC Filings to obtain and submit that consent on your behalf.

2.7 Right of Substitution. As set out in MCSA Section 4.5, TC Filings may change the Provider at any time without your consent, and you irrevocably authorize TC Filings to prepare, execute, and file on your behalf any document necessary to effect the change of registered agent with any Secretary of State. A change of Provider is not a termination, does not entitle you to a refund, and does not interrupt the RA Service.

3. WHAT THE REGISTERED AGENT DOES — AND DOES NOT DO

3.1 What a Registered Agent Is. A registered agent is the person or entity designated on an Entity's state record to receive service of process and official government correspondence on the Entity's behalf, at a physical street address in the state, during regular business hours. Most states require every registered entity to maintain a registered agent at all times.

3.2 What the RA Service Includes.

(a) A physical street address in the jurisdiction, staffed during regular business hours, at which Service of Process may be delivered; (b) Receipt of Service of Process and official correspondence from the Secretary of State and other government agencies; (c) Scanning of received Legal Documents and upload to the Client Portal; (d) Email notification to the address on file when a Legal Document is received; (e) Appointment of the Provider on the Entity's state record.

3.3 What the RA Service Does NOT Include. The RA Service is limited to what is described in Section 3.2. It does not include:

(a) Receipt of general business mail. The Provider's address is not a mailing address. See Section 8. (b) Any obligation to monitor, track, calculate, or meet any compliance deadline. See Section 7. (c) Any guarantee that an Entity will remain in good standing, or will avoid administrative dissolution, penalty, or loss of license. (d) Any legal advice, or any review, analysis, or explanation of the contents of any Legal Document. We do not read your Legal Documents, we do not tell you what they mean, and we do not tell you what to do about them. If you receive a Legal Document, you should consult an attorney immediately. (e) Any obligation to respond to, appear in, or defend any proceeding on behalf of an Entity. (f) Receipt of packages, deliveries requiring signature, or shipments from commercial carriers, except as required by law for service of process.

4. YOUR OBLIGATION TO MONITOR

4.1 Email Is the Delivery Channel. Notice that a Legal Document has been received is delivered to the email address you maintain with us. You must maintain a valid, deliverable, actively monitored email address at all times during the term of the RA Service. You must ensure that our messages are not blocked, filtered, quarantined, or diverted, and that the mailbox is not full or abandoned.

4.2 You Must Check the Portal. Legal Documents are made available in the Client Portal. You are responsible for accessing the Client Portal and retrieving them. We recommend checking it regularly, and immediately upon receiving any notification from us.

4.3 Your Risk. If you do not receive notice of a Legal Document — or do not act on it — because the email address on file is invalid, outdated, unmonitored, or blocking our messages, that risk is yours, and neither TC Filings nor the Provider is liable for any consequence, including a default judgment.

4.4 Time Is Critical. Service of Process typically starts a legal deadline measured in days. A missed deadline can result in a default judgment against your Entity. Treat every notification from us as urgent.

5. HANDLING OF SERVICE OF PROCESS AND LEGAL DOCUMENTS

5.1 Receipt. Legal Documents are received by the Provider at the Provider's registered office in the applicable jurisdiction, during that office's regular business hours.

5.2 Scanning and Upload. The Provider scans received Legal Documents and transmits them to TC Filings, which makes them available to you in the Client Portal.

5.3 Notification. We send an email notification to the address on file when a Legal Document is available in the Client Portal.

5.4 Timing. No commitment: We and the Provider handle Legal Documents promptly in the ordinary course. However, we make no representation, warranty, or commitment as to the time within which any Legal Document will be received, scanned, uploaded, or notified to you, and no such timing commitment forms part of the Services. Timing depends on factors outside our control, including the conduct of the process server, the operation of the postal and courier services, and the operating hours of the Provider's offices.

5.5 Physical Forwarding. Legal Documents are delivered to you electronically. Physical forwarding of original documents is not included in the RA Service. If you request physical forwarding, we may — but are not obligated to — provide it, at your cost, subject to a fee and postage. Any physical forwarding is at your risk, and Section 5.7 applies.

5.6 Retention and Destruction. Scanned Legal Documents remain available in the Client Portal for the duration of your RA Service. Original physical documents are retained by the Provider for 60 days after scanning and are then destroyed. You should download and retain your own copies of all Legal Documents.

5.7 No Liability for Delivery Failures. Neither TC Filings nor the Provider is liable for the acts or omissions of the United States Postal Service, any commercial courier, any process server, or any other third party, or for any loss, damage, destruction, delay, or misdelivery of any Legal Document from any cause whatsoever. See MCSA Section 13.3.

5.8 Scanning and Copyright. You authorize the scanning, imaging, storage, and electronic transmission of Legal Documents and other mail received on your behalf. You agree to indemnify TC Filings and the Provider against any claim of copyright or other infringement arising from that scanning, imaging, storage, or transmission. See MCSA Section 14.1(g).

6. ELECTRONIC SIGNATURE

You authorize TC Filings and the Provider to affix your electronic or physical signature to any document necessary to appoint, change, or remove a registered agent, or to make any filing in connection with the RA Service. See MCSA Section 8.2.

7. COMPLIANCE REMINDERS ARE A COURTESY, NOT A DUTY

7.1 We may send you reminders about annual report deadlines, franchise tax deadlines, and other recurring obligations. These reminders are provided as a free convenience.

7.2 No Warranty; No Duty. We do not warrant that any reminder is accurate, complete, or timely. We do not undertake, and expressly disclaim, any duty to monitor, calculate, track, or notify you of any deadline, or to keep any Entity in good standing. The absence of a reminder does not mean that no obligation is due.

7.3 Your Sole Responsibility. You are solely responsible for knowing, tracking, and meeting every legal, tax, and compliance obligation of every Entity. No reminder, calendar, dashboard, or notification we provide relieves you of that responsibility or creates any liability on our part if an obligation is missed.

8. RESTRICTIONS ON USE OF THE PROVIDER'S ADDRESS

These restrictions are imposed by the Provider and flow through to you. Violation is a material breach.

8.1 Permitted Use Only. If you have purchased RA Service only, the Provider's address may be used for one purpose and one purpose only: to identify to the public, and to the courts, where service of process and official state notices may be delivered to your Entity.

8.2 Prohibited Uses. You may not use the Provider's address:

(a) as a business mailing address, mail drop, or return address of any kind; (b) as your Entity's principal office, principal place of business, or business address on any filing, unless a separate business address service has been purchased and TC Filings has confirmed in writing that the address may be used for that purpose; (c) on any federal, state, or local tax return, tax filing, or correspondence with any tax authority; (d) on any bank account application, loan application, credit application, merchant account application, or financial account of any kind; (e) on any license, permit, or registration application; (f) on any website, marketing material, invoice, letterhead, business card, contract, or directory listing; (g) to register for USPS Informed Delivery or any similar service. The Service is not compatible with USPS Informed Delivery.

8.3 Tax Filings — Specific Warning. If you use the Provider's address on any tax filing and a taxing authority takes any action against you or your Entity as a result, neither TC Filings nor the Provider bears any liability for any consequence, legal or otherwise. You indemnify us against any such claim.

8.4 Additional Services. If you purchase a business address, mail forwarding, or virtual office service (when and if offered), the permitted uses of that address will be set out in the applicable addendum. The address provided under that service may be different from the Provider's registered agent address, and the permissions granted under that service do not extend to the registered agent address.

8.5 Breach. Any use of the Provider's address other than as permitted by this Section 8 is a material breach of the MCSA and grounds for immediate termination of the Services without refund, in addition to any other remedy.

9. RESIGNATION BY THE PROVIDER

9.1 The Provider May Resign. The Provider may resign as registered agent for any Entity at any time, including for nonpayment, for inaccurate or stale information, for suspected unlawful activity, for misuse of the address, or in connection with the termination of the RA Service.

9.2 Consequences of Resignation. Resignation of a registered agent is filed with the Secretary of State and becomes effective under state law, typically after a statutory notice period that varies by jurisdiction.

9.3 THE CONSEQUENCE TO YOU. IF YOUR ENTITY DOES NOT HAVE A REGISTERED AGENT ON FILE, IT MAY:

• BE ADMINISTRATIVELY DISSOLVED OR HAVE ITS AUTHORITY TO DO BUSINESS REVOKED;
• FALL OUT OF GOOD STANDING;
• LOSE LICENSES, PERMITS, OR CONTRACT ELIGIBILITY;
• BE UNABLE TO BRING OR DEFEND A LAWSUIT;
• HAVE SERVICE OF PROCESS EFFECTED ON IT BY SUBSTITUTE SERVICE ON THE SECRETARY OF STATE, WHICH YOU MAY NEVER RECEIVE NOTICE OF, RESULTING IN A DEFAULT JUDGMENT.

9.4 It Is Your Responsibility to Appoint a Successor. If the Provider resigns, or if you terminate the RA Service, you must promptly appoint a successor registered agent and file the change with the Secretary of State. Neither TC Filings nor the Provider will do this for you, and neither is liable for any consequence of your failure to do so. See the Termination & Resignation Policy.

10. TERMINATION AND WHAT HAPPENS AFTERWARD

10.1 Termination of the RA Service is governed by the Termination & Resignation Policy. The following consequences are restated here because of their importance:

10.2 No Refunds. RA Service is sold on an annual term and is not refundable, in whole or in part, under any circumstances.

10.3 You Must Appoint a Successor and Provide Proof. You cannot simply cancel. You must appoint a successor registered agent, file the change with the state, and provide us with proof of the filing. Billing continues until you do.

10.4 NO FORWARDING AFTER TERMINATION. AFTER THE RA SERVICE FOR AN ENTITY HAS TERMINATED, NEITHER TC FILINGS NOR THE PROVIDER HAS ANY OBLIGATION TO FORWARD, RE-MAIL, SCAN, UPLOAD, OR OTHERWISE DELIVER TO YOU ANY DOCUMENT RECEIVED ON BEHALF OF THAT ENTITY — INCLUDING SERVICE OF PROCESS — EVEN IF THE PROVIDER'S NAME OR ADDRESS REMAINS ON THE ENTITY'S PUBLIC RECORD.

10.5 Post-Termination Documents. If a document is received for a terminated Entity, we may, at our discretion, send a notice to the last email address on file. To obtain the document, you must either reinstate the RA Service, pay all outstanding amounts, or pay a per-document fee of $99. Otherwise the document will be returned to sender or destroyed.

10.6 Waiver and Release. You waive and release TC Filings and the Provider from any claim, and agree to indemnify them against any third-party claim, arising from your failure to receive any document after the termination of the RA Service.

11. MULTI-JURISDICTION REPRESENTATION

11.1 RA Service is purchased and billed per Entity, per jurisdiction. An Entity registered in three states requires three RA Services.

11.2 Foreign qualification — registering an Entity to do business in a state other than its state of formation — is a separate service governed by the Corporate Filing Services Addendum. Purchasing RA Service in a state does not qualify your Entity to do business there.

11.3 You are responsible for determining in which jurisdictions your Entity is required to register and maintain a registered agent. We do not advise you on this, and we do not monitor it.

12. NO GUARANTEE

NOTHING IN THIS ADDENDUM, IN THE MCSA, OR IN ANY MARKETING MATERIAL CONSTITUTES A GUARANTEE THAT YOUR ENTITY WILL REMAIN IN GOOD STANDING, THAT ANY DEADLINE WILL BE MET, THAT ANY DOCUMENT WILL BE TIMELY RECEIVED OR DELIVERED, OR THAT YOU WILL NOT SUFFER A DEFAULT JUDGMENT. THE LIMITATIONS OF LIABILITY IN MCSA SECTION 13 APPLY IN FULL TO THIS ADDENDUM.

Version 1.1 | Effective July 1 2026

CORPORATE FILING SERVICES ADDENDUM

Thrushcross LLC d/b/a TC Filings

Version 1.1 | Effective Date: July 1, 2026

1. SCOPE

1.1 This Addendum governs corporate filing services ("Filing Services"). It is incorporated into and forms part of the Master Client Services Agreement ("MCSA"). Capitalized terms not defined here have the meanings given in the MCSA.

1.2 Where this Addendum conflicts with the MCSA as to Filing Services, this Addendum controls.

1.3 Available Filing Services. Subject to availability by jurisdiction:

(a) Entity formation — limited liability company, corporation, nonprofit corporation, limited partnership, and similar organizations (b) Foreign qualification and withdrawal (c) Annual and biennial reports (d) Amendments, restatements, and statements of change (e) Assumed name / DBA / fictitious name registration (f) Dissolution and cancellation (g) Certificates of good standing / existence (h) Certified copies (i) Apostille and authentication (j) Employer Identification Number (EIN) application assistance (k) Beneficial Ownership Information report filing assistance, where applicable and available (see Section 10) (l) Such other filings as we may offer.

2. WE PREPARE AND SUBMIT — WE DO NOT ADVISE

2.1 The Nature of the Filing Services. TC Filings prepares and submits filings using the information you provide. That is the entire scope of the Filing Services.

2.2 We Do Not Advise You. TC Filings is not a law firm and does not provide legal, tax, or accounting advice. Without limitation, we do not advise you on, and you must decide for yourself (or with the assistance of a licensed professional):

(a) whether to form an entity at all; (b) what type of entity to form — LLC, corporation, S corporation election, nonprofit, partnership, or other; (c) in which state to organize; (d) in which states your Entity is required to qualify to do business; (e) what tax elections to make, including any election under Subchapter S; (f) how to allocate ownership, capitalize the Entity, or structure governance; (g) whether any name you select is available, lawful, or free of third-party rights; (h) whether any filing is legally required, advisable, or sufficient for your purposes; (i) the legal or tax consequences of any filing.

2.3 You Are Representing Yourself. In every filing we make on your behalf, you are representing yourself. We are acting as your agent to transmit information you have chosen to a government office. We are not exercising judgment for you. If you need advice, consult a licensed attorney or accountant in your jurisdiction.

2.4 Information Is Not Advice. Our website, guides, comparison charts, state pages, and support responses provide general information only. They are not advice, they may be incomplete or out of date, and you may not rely on them as advice. See MCSA Section 5.5.

3. WE FILE WHAT YOU GIVE US

3.1 Your Information Governs. We prepare filings based solely on the information you provide. We do not independently verify it. If the information you provide is wrong, the filing will be wrong.

3.2 Review Before Submission. Where we make a draft filing available for your review, you are responsible for reviewing it for accuracy before submission. Your approval, or your failure to object within any review window we provide, authorizes submission.

3.3 No Duty to Detect Errors. We have no duty to detect, question, or correct any error, omission, inconsistency, or legal problem in the information you provide, and we are not liable for any consequence of an error in information you supplied.

3.4 Consequences of Inaccuracy. Inaccurate information may result in rejection of a filing, additional fees, delay, invalidity of the filing, loss of good standing, personal liability, or penalties. All of that is your responsibility. See MCSA Sections 6 and 14.

4. ENTITY NAMES

4.1 No Guarantee of Availability. We do not guarantee that any name you select will be available or will be accepted by any state. Name availability is determined by the state at the time of filing and can change between the time you order and the time we file.

4.2 Preliminary Searches. Any name search we perform is preliminary, non-exhaustive, and not a legal opinion. It reflects only the records of the state's business registry at the moment searched.

4.3 No Trademark Clearance. A name that is available for entity registration in a state may still infringe a trademark, trade name, or other right of a third party. Entity registration is not trademark clearance and confers no trademark rights. We do not perform trademark clearance as part of the Filing Services, and we do not advise you on trademark risk. You are solely responsible for determining whether your use of a name infringes any third-party right.

4.4 Rejection for Name. If a filing is rejected because the name is unavailable, you must supply an alternative name. Additional fees under Section 6 apply. Filing Fees already remitted are not refundable.

5. FEES

5.1 Filing Fees Are Pass-Through and Non-Refundable. Fees charged by any Secretary of State, other agency, or the federal government ("Filing Fees") are collected from you and remitted on your behalf. Once remitted, Filing Fees are not refundable under any circumstances — including if the filing is rejected, if you change your mind, or if you cancel. The state keeps them, and we cannot recover them.

5.2 Service Fees. Our fees for preparing and submitting a filing ("Service Fees") are separate from Filing Fees and are disclosed at checkout. Refunds of Service Fees are governed by the Payments, Auto-Renewal & Refund Policy.

5.3 Fee Changes by the State. Filing Fees are set by government agencies and can change without notice. If a state's fee increases between the time you order and the time we file, we will charge you the difference, or we will contact you before proceeding. If a state's fee decreases, we will refund the difference.

5.4 Expedited Processing. Expedited processing is a service offered by the state, at the state's fee, subject to the state's terms. Purchasing expedited processing does not guarantee any processing time and does not create any commitment on our part. Expedite fees are non-refundable.

6. REJECTIONS, CORRECTIONS, AND RE-FILING

6.1 Rejection Caused by Your Information. If a filing is rejected because of information you provided — including an unavailable name, an incomplete address, a missing consent, or an inaccurate statement — you are responsible for any new Filing Fee and for our re-filing Service Fee, $99, which may change or be waived at our discretion.

6.2 Rejection Caused by Us. If a filing is rejected solely because of a clerical error made by TC Filings in transcribing information you correctly supplied, we will re-file at no additional Service Fee and will bear any additional Filing Fee. This is your sole and exclusive remedy for such an error, and it is subject to the limitations in MCSA Section 13.

6.3 Rejection for Other Reasons. If a filing is rejected for any other reason — including a change in state law, a state's exercise of discretion, or a defect in a document you supplied — Section 6.1 applies.

6.4 State-Initiated Corrections. If a state requires a correction after a filing has been accepted, the correction is a new filing and is billed as such.

7. PROCESSING TIMES

7.1 Processing times are determined entirely by the government agency and are outside our control. They vary by state, by filing type, by season, and by the agency's workload, staffing, and system availability.

7.2 Any processing time we quote or display is an estimate based on the state's published or observed practice. It is not a commitment, warranty, or guarantee, and we are not liable for any delay.

7.3 We are not liable for any delay caused by a government office closure, system outage, backlog, or change in procedure.

8. EIN APPLICATION ASSISTANCE

8.1 What We Do. If you order EIN assistance, we prepare and submit an application for an Employer Identification Number to the Internal Revenue Service using the information you provide.

8.2 Disclosure. The IRS issues Employer Identification Numbers free of charge, directly to applicants, through irs.gov. You are not required to use TC Filings or any third party to obtain an EIN. Our Service Fee is charged for the preparation and submission of the application as a convenience, not for the EIN itself.

8.3 Requirements and Limitations. The IRS requires that the responsible party have a Social Security Number, Individual Taxpayer Identification Number, or existing EIN. We do not guarantee that the IRS will issue an EIN, or that it will do so within any period. The IRS limits online issuance to one EIN per responsible party per day.

8.4 No Tax Advice. We do not advise you on the tax classification of your Entity, on any election, or on any consequence of obtaining an EIN.

9. FOREIGN QUALIFICATION

9.1 Foreign qualification registers an existing Entity to transact business in a state other than its state of formation.

9.2 You Decide Where. Whether your Entity is "transacting business" in a state — and therefore required to qualify there — is a legal question that depends on your facts. We do not answer it for you, and we do not monitor whether your activities have triggered a qualification requirement.

9.3 Foreign qualification generally requires a registered agent in the qualifying state. RA Service for that state is billed separately. See the Registered Agent Service Addendum, Section 11.

9.4 Many states require a certificate of good standing from the state of formation, dated within a specified period. Obtaining it is a separate service and a separate fee.

10. [RESERVED]

[Reserved]

11. ANNUAL REPORTS AND ONGOING COMPLIANCE

11.1 Annual Report Service. If you order annual report filing service, we will prepare and submit the report for the covered period using the information on file, subject to your confirmation.

11.2 Confirmation Required. We will request your confirmation of the information before filing. If you do not respond, we may — but are not obligated to — file using the information on file, or decline to file. Either way, the obligation remains yours.

11.3 No Compliance Guarantee. Ordering annual report service does not transfer to us any duty to keep your Entity in good standing. See the Registered Agent Service Addendum, Section 7. You remain solely responsible for every compliance obligation of every Entity.

12. TEMPLATES AND FORMS

12.1 We may make available templates and sample forms — including operating agreements, bylaws, resolutions, minutes, and consents.

12.2 Templates Are Not Advice and Are Not Tailored. Any template we provide is a generic sample document. It is not legal advice. It has not been prepared for your situation, reviewed for your circumstances, or tailored to your Entity, your state, your ownership structure, or your business. It may be inappropriate, incomplete, unenforceable, or harmful in your circumstances.

12.3 No Attorney Involvement Represented. We make no representation that any template was drafted or reviewed by an attorney, or that it complies with the law of any jurisdiction.

12.4 Use at Your Own Risk. You use any template entirely at your own risk. We strongly recommend that you have any governing document reviewed by a licensed attorney before you rely on it. We disclaim all liability arising from your use of any template.

12.5 License. Templates are licensed to you for use in connection with your own Entities only. You may not redistribute, resell, or publish them.

13. DOCUMENTS AND RECORDS

13.1 Filed documents returned by a state are made available in the Client Portal.

13.2 Download and Keep Your Own Copies. You are responsible for downloading and retaining your own copies of all filed documents. We do not warrant that any document will remain available in the Client Portal indefinitely, and access terminates when your account does. See the Termination & Resignation Policy.

13.3 We are not the official record of any filing. The Secretary of State is. If you need a certified copy, order one.

14. NO GUARANTEE

NOTHING IN THIS ADDENDUM CONSTITUTES A GUARANTEE THAT ANY FILING WILL BE ACCEPTED, THAT ANY ENTITY WILL BE VALIDLY FORMED, THAT ANY NAME WILL BE AVAILABLE OR NON-INFRINGING, THAT ANY FILING WILL BE PROCESSED WITHIN ANY PERIOD, THAT ANY ENTITY WILL REMAIN IN GOOD STANDING, OR THAT ANY FILING WILL ACHIEVE ANY LEGAL, TAX, OR BUSINESS RESULT. THE DISCLAIMERS IN MCSA SECTION 12 AND THE LIMITATIONS OF LIABILITY IN MCSA SECTION 13 APPLY IN FULL.

Version 1.1 | Effective July 1, 2026

PRIVACY POLICY

Thrushcross LLC d/b/a TC Filings

Version 1.1 | Effective Date: July 1, 2026 | Last Updated: July 1, 2026

A NOTE ON WHY THIS MATTERS

You are likely here because you want a layer of privacy between your home address and the public record. That is exactly what this Service is for, and this policy explains what we do with your information to deliver it — including the one thing that becomes public by design, and cannot be avoided.

We do not sell your personal information. We never have and we do not intend to.

1. WHO WE ARE

This Privacy Policy describes how Thrushcross LLC d/b/a TC Filings ("TC Filings," "we," "us," "our") collects, uses, discloses, and protects personal information.

It applies to our website, the Client Portal, and all Services. It does not apply to any third-party website or service, even if we link to it.

Contact: legal@thrushcross.com, Thrushcross LLC, 1207 Delaware Ave., Suite 187, Wilmington, DE 19806, +1 (302) 302-9202

2. OUR POLICY AND LIMITATIONS

2.1 What Stays Private. Information you give us that is not required or requested to appear on a public filing — such as your home address, your personal phone number, your payment information, your identification documents — is not made public by us and is not sold.

2.2 What Becomes Public — By Design. Registered agent representation works by putting a registered agent's name and street address on your Entity's public state record instead of yours. That is the point of the Service.

The name and address that appear on your Entity's public record are those of our registered agent provider — not TC Filings, and not you. See Section 6.1.

2.3 What the State Requires to Be Public. Beyond the registered agent, each state decides for itself what information about your Entity is public. Depending on the state, this may include the names and addresses of officers, directors, members, managers, organizers, or incorporators, and the Entity's principal office address. This varies state-by-state and is your obligation to understand.

We cannot make private what a state requires to be public. If you have concerns about what a particular state will publish, raise them before you file — and consult an attorney.

2.4 We Do Not Sell Personal Information. We do not sell your personal information, and we do not share it for cross-context behavioral advertising, as those terms are used in U.S. state privacy laws.

3. INFORMATION WE COLLECT

3.1 Information You Give Us

3.2 Information We Receive From Others

• From our registered agent provider: notice and images of service of process and official state correspondence received on behalf of your Entity
• From our payment processor: transaction status, last four digits of a card, expiry
• From public records: state business registry information about your Entity

3.3 Information Collected Automatically

• IP address, device and browser type, operating system
• Pages viewed, actions taken, timestamps
• Cookies and similar technologies — see our Cookie Notice

4. HOW WE USE INFORMATION

We use personal information to:

(a) provide the Services, including preparing and submitting filings you authorize; (b) arrange registered agent representation with our provider and route documents to you; (c) notify you when service of process or other legal documents are received — this is the single most important use; (d) authenticate you and secure your account, including two-factor authentication; (e) bill you, process payments, and collect amounts due; (f) provide support and respond to your inquiries; (g) send service-related communications, including deadline reminders (as a courtesy — see the Registered Agent Service Addendum, Section 7); (h) send marketing communications, where you have consented and subject to your right to opt out; (i) detect, prevent, and investigate fraud, abuse, and unlawful use of the Services, including sanctions screening; (j) comply with law, including responding to lawful requests from government and law enforcement; (k) improve the Services, using aggregated or de-identified data.

5. WHY WE ARE ALLOWED TO USE IT

We process personal information because it is necessary to perform our contract with you; because you have consented (for example, to marketing communications); because we have a legitimate interest in operating, securing, and improving the business; or because we are required to by law.

6. WHO WE SHARE INFORMATION WITH

We do not sell personal information. We share it only as described in this Privacy Policy and any other relevant term(s) of service in order to deliver the services you order from us.

6.1 Our Registered Agent Provider

Our registered agent provider is Registered Agents Inc.

• The provider — not TC Filings — is your Entity's registered agent of record. Its name and address appear on your Entity's public state record.
• We share with the provider the information necessary to make that appointment and to deliver the Service: your name, your Entity's name and details, your contact information, your authorization, and any other information required for the requested services fulfilled by our provider.
• The provider receives service of process and official mail on your Entity's behalf and transmits it to us.
• The provider is bound by a written agreement governing its handling of your information.
• Because the provider is the agent of record on a public filing, its role in your Entity's affairs is a matter of public record and cannot be kept confidential.
• If we change providers, we will update this policy and notify you.

6.2 Service Providers

Each is bound by contract to use your information only to provide services to us.

6.3 Government Agencies — By Design

The Services exist to make filings with government agencies. Information you give us for a filing is transmitted to that agency — such as a Secretary of State, the Internal Revenue Service, or FinCEN — as you have authorized.

6.4 Law Enforcement and Legal Process

We may disclose information where we believe in good faith that it is required by law, subpoena, court order, or other legal process, or where necessary to protect the rights, safety, or property of any person. You authorize us to disclose account information to law enforcement where we reasonably suspect that an account has been used for an unlawful purpose. See our Law Enforcement Guide and Section 12.

6.5 Business Transfers

If TC Filings or the Thrushcross business is merged, acquired, reorganized, or sold, information may be transferred as part of that transaction. Any acquirer will be bound by this policy or will give you notice of a change.

6.6 With Your Direction

We share information with anyone you direct us to, including your attorney or accountant, and with any Authorized Contact you designate.

7. SERVICE OF PROCESS AND LEGAL DOCUMENTS

7.1 Legal documents received on your Entity's behalf are scanned by the provider, transmitted to us, and made available to you in the Client Portal.

7.2 We Do Not Read Them. We do not review, analyze, or use the contents of your legal documents for any purpose other than routing them to you and complying with law.

7.3 Retention. Scanned images remain available in the Client Portal for the duration of your service. Original physical documents are retained by the provider for 30 days after scanning and are then destroyed.

7.4 Download Your Own Copies. Access to scanned documents ends when your account does. Download and retain your own copies.

8. IDENTIFICATION DOCUMENTS AND BENEFICIAL OWNERSHIP DATA

NOTE: As of the effective date of this document, we do not offer BOI report filing assistance.

[Reserved]

9. HOW LONG WE KEEP INFORMATION

We may retain information longer where required by law, or where necessary to establish, exercise, or defend a legal claim.

10. HOW WE PROTECT INFORMATION

• Encryption in transit (TLS) and at rest
• Two-factor authentication enabled by default on all accounts
• Role-based access controls; access limited to those who need it
• Vendor security review and contractual security obligations
• Logging and monitoring

No system is perfectly secure. We cannot guarantee that your information will never be accessed without authorization. See MCSA Section 13.3(a).

Breach notification. If a breach affecting your personal information occurs, we will notify you and any required regulator within the time required by applicable law.

11. YOUR PRIVACY RIGHTS

Depending on where you live, you may have some or all of the following rights:

• Know / access — what personal information we hold about you, and how we use and share it
• Delete — request deletion of your personal information
• Correct — request correction of inaccurate information
• Portability — receive a copy in a portable format
• Opt out of sale or sharing — we do not sell or share personal information for behavioral advertising, so there is nothing to opt out of, but you may confirm this with us
• Opt out of profiling for decisions producing legal or similarly significant effects — we do not engage in such profiling
• Non-discrimination — we will not treat you differently for exercising a right
• Appeal — if we deny a request, you may appeal (see 11.4)

11.1 How to Exercise a Right. Email legal@thrushcross.com or contact your account representative.

11.2 Verification. We will verify your identity before responding, typically by confirming information already on file. We may decline a request we cannot verify.

11.3 Timing. We will respond within 45 days, extendable by a further 45 days where permitted, with notice to you.

11.4 Appeal. If we deny a request, we will explain why and tell you how to appeal. We will respond to an appeal within 45 days. If we deny the appeal, we will provide the contact information for your state attorney general.

11.5 Authorized Agents. You may use an authorized agent, subject to proof of authorization.

11.6 Important Limits on Deletion.

We cannot delete information that:

(a) has already been filed with a government agency and is now part of a public record — we do not control public records, and only the agency can amend them; (b) we are required to retain by law; (c) is necessary to detect fraud or to establish, exercise, or defend a legal claim; (d) is necessary to complete a transaction you requested.

Deleting your contact information means we cannot notify you when service of process is received. If you ask us to delete your account information while registered agent service is active, we will treat that as a request to terminate the service, and the consequences described in the Termination & Resignation Policy will follow.

11.7 Business Contact Information. Some information we hold is business contact information relating to an Entity rather than personal information about you. Rights that apply to personal information may not apply to it.

12. LAW ENFORCEMENT REQUESTS

12.1 We respond to valid legal process with the minimum information required by law.

12.2 Service of Process on Your Entity Does Not Come to Us. TC Filings is not your Entity's registered agent. Legal process directed at your Entity must be served on the registered agent of record — the Provider — not on TC Filings.

12.3 Notice to You. Where we are legally permitted to do so, we will notify you before disclosing your information in response to legal process, so that you have an opportunity to object. We will not give notice where prohibited by law or court order, or where we believe notice would create a risk of harm.

13. MARKETING AND COMMUNICATIONS

13.1 Service Communications. We will always send you communications necessary to deliver the Services — including notices of service of process, billing notices, and renewal reminders. You cannot opt out of these while you hold an account.

13.2 Marketing. We send marketing communications where you have consented. You may opt out at any time by using the unsubscribe link in any email, replying STOP to any text message, or contacting us. Opting out of marketing does not affect service communications.

13.3 SMS. Message frequency varies. Message and data rates may apply.

14. COOKIES

Contact us for information regarding the categories of cookies we use, their purposes, and how to manage your preferences. We honor Global Privacy Control signals.

15. CHILDREN

The Services are for business use by adults. We do not knowingly collect personal information from anyone under 18. If we learn that we have, we will delete it.

16. INTERNATIONAL

The Services are provided from the United States, and information is stored and processed in the United States. If you access the Services from outside the United States, you consent to the transfer of your information to the United States, where privacy laws may differ from those of your country.

17. CHANGES TO THIS POLICY

We may update this policy. We will post the current version at tcfilings.com with a new "Last Updated" date. For any material change, we will notify you by email at least thirty (30) days before it takes effect.

18. CONTACT US

Privacy inquiries and requests: legal@thrushcross.com Mail: Thrushcross LLC, Attn: Privacy, 1207 Delaware Ave., Suite 187, Wilmington, DE.

Version 1.1 | Effective July 1, 2026

PAYMENTS, AUTO-RENEWAL & REFUND POLICY

Thrushcross LLC d/b/a TC Filings

Version 1.1 | Effective Date: July 1, 2026

1. SCOPE

1.1 This Policy governs fees, billing, automatic renewal, cancellation, price changes, refunds, and collections. It is incorporated into and forms part of the Master Client Services Agreement ("MCSA").

1.2 Where this Policy conflicts with the MCSA on these subjects, this Policy controls.

2. TWO KINDS OF CHARGES

2.1 Service Fees

Amounts payable to TC Filings for the Services we provide — preparing filings, arranging and administering registered agent representation, providing the Client Portal, and supporting you.

Service Fees are sometimes refundable, in the limited circumstances set out in Section 7.

2.2 Filing Fees

Amounts charged by a government agency — such as a Secretary of State, a county clerk, the IRS, or FinCEN — which we collect from you and remit on your behalf.

FILING FEES ARE NOT REFUNDABLE. EVER.

Once we have remitted a Filing Fee to a government agency, that money is gone. The agency keeps it. It is not returned to us if your filing is rejected, if you change your mind, if you cancel, or for any other reason — and therefore we cannot return it to you.

2.3 Third-Party Fees

Expedite fees, courier fees, apostille fees, notary fees, and similar charges by third parties. These follow the Filing Fee rule: once paid to the third party, they are not refundable.

2.4 Itemization

Your receipt and invoice itemize Service Fees, Filing Fees, and third-party fees separately, so that you can see exactly what portion of your payment is ours and what portion is the government's.

3. PAYMENT

3.1 Payment Methods. We accept various electronic payments, such as by credit card, via our payment processor. Payments are processed by Stripe, whose terms apply to the payment transaction. We do not store your full payment card number in our systems.

3.2 Card on File. When you purchase a Service that renews, you authorize us to store your payment method and to charge it for each renewal term, and for any other amount you owe under the MCSA, until you cancel in accordance with Section 5 or provide a replacement payment method.

3.3 Keep It Current. You must maintain a valid payment method on file. If your card expires, is replaced, or is declined, and you do not update it, the Services may be suspended or terminated — with the consequences described in the Termination & Resignation Policy, which for registered agent service can be severe.

3.4 Authorization. By providing a payment method, you represent that you are authorized to use it and that the charges are for business purposes.

3.5 Taxes. Fees are exclusive of any sales, use, or similar tax. You are responsible for any such tax, which we will add to your invoice where we are required to collect it.

4. TERM AND AUTOMATIC RENEWAL

4.1 Annual Term. Registered agent service is sold on an annual term. So are certain other subscription Services. The term begins on the date of purchase and runs for twelve (12) months.

4.2 Automatic Renewal. YOUR SERVICE RENEWS AUTOMATICALLY AT THE END OF EACH TERM, AND YOUR PAYMENT METHOD ON FILE WILL BE CHARGED THE THEN-CURRENT RENEWAL RATE, UNLESS YOU CANCEL BEFORE THE CANCELLATION DEADLINE.

This disclosure is also presented to you at checkout, before you purchase, and requires your separate affirmative acknowledgment. We keep a record of that acknowledgment.

4.3 The Cancellation Deadline.

To avoid being charged for a renewal term, you must complete cancellation — including providing proof that you have appointed a successor registered agent, as required by the Termination & Resignation Policy — at least 30 days before your renewal date.

We call this the Cancellation Deadline. It is displayed in the Client Portal.

Why the deadline exists, stated plainly: we must cancel your registered agent representation with our provider before the provider's own annual renewal fires. Once it fires, we are charged for a full year and we cannot recover it. That is why the deadline is real, and why cancellations after it cannot be refunded.

4.4 Renewal Reminder. We will send you an email reminder at least 30 days before each renewal, telling you the renewal date, the amount you will be charged, and how to cancel. We send it as a courtesy and to make sure you are not surprised — but you are responsible for cancelling by the Cancellation Deadline whether or not you receive it, including if it goes to spam or if your email address is out of date.

4.5 Cancel Online, Any Time. You can cancel in the Client Portal, yourself, without calling us and without speaking to anyone. We will not require you to call to cancel. See Section 5.

4.6 Renewal Rate. The renewal rate is the then-current published rate for the Service, which may be higher than what you originally paid. See Section 6.

5. HOW TO CANCEL

5.1 In the Portal. Log in, go to Account → Services, select the Service, and follow the cancellation flow. Via Email. Please email us at info@thrushcross.com or contact your account representative.

5.2 Registered Agent Service Requires an Extra Step.

You cannot simply switch registered agent service off. Most states require your Entity to have a registered agent on file at all times.

To cancel registered agent service you must:

• Appoint a successor registered agent and file the change with the Secretary of State; and
• Provide us with proof — a copy of the filed change-of-agent document, an annual report showing the new agent, or a screenshot of the state's public record showing the new agent; and
• Complete the cancellation in the Client Portal or via email.

5.3 BILLING CONTINUES UNTIL YOU PROVIDE PROOF. Until we receive satisfactory proof that your Entity has a successor registered agent on file, the registered agent service remains active and you continue to be charged, including at renewal. We cannot stop representing an Entity that has no other agent without exposing you to administrative dissolution.

5.4 Effect of Cancellation. Cancellation takes effect at the end of the current paid term. You retain access for the remainder of the term you have paid for. There is no proration and no refund. See the Termination & Resignation Policy for the full consequences — particularly the fact that we will not forward documents received after termination.

5.5 No Cancellation Fee. We do not charge a fee to cancel. You must, however, pay any past-due balance.

6. PRICE CHANGES

6.1 Service Fees. We may change our Service Fees. We will give you at least 30 days' notice by email before a change applies to your renewal. If you do not accept the new price, cancel before the Cancellation Deadline.

6.2 Filing Fees. Filing Fees are set by government agencies and can change without notice. If a Filing Fee increases between the time you order and the time we file, we will either charge you the difference or contact you before proceeding. If it decreases, we refund the difference.

6.3 Promotional and Introductory Pricing. Any discounted, promotional, bundled, or first-year rate applies only to the period stated. It renews at the standard rate unless we say otherwise in writing.

6.4 Bundle Unbundling. If you cancel one Service from a bundle, the remaining Services are re-priced at their standard, unbundled rates. You are responsible for the difference.

7. REFUNDS

7.1 Registered Agent Service — No Refunds

REGISTERED AGENT SERVICE IS NOT REFUNDABLE, IN WHOLE OR IN PART, UNDER ANY CIRCUMSTANCES. THERE IS NO PRORATION.

It is sold on an annual term and must be cancelled before the Cancellation Deadline to avoid the next charge. This is a limitation imposed by our provider, which does not refund us. We do not offer a refund we cannot fund.

7.2 Filing Services

Once we submit, the work is done and the money is spent. There is no refund at that point.

7.3 Never Refundable

• Filing Fees, once remitted
• Expedite fees, courier fees, apostille fees, notary fees
• Registered agent service
• Any Service already fully performed

7.4 How to Request a Refund

Contact info@thrushcross.com within 30 days of the charge. We will respond within 10 business days.

7.5 Method

Refunds are made to the original payment method. Allow 5–15 business days for your bank to post them. We are not responsible for refund timelines based on your banking provider.

8. FAILED PAYMENTS, PAST-DUE ACCOUNTS, AND SUSPENSION

8.1 Declined Payments. If a payment is declined, we will attempt to charge the payment method again, and will notify you by email.

8.2 Suspension. If an amount remains unpaid 30 days after it is due, we may suspend the Services, including access to the Client Portal and to documents stored in it.

8.3 Termination for Nonpayment. If an amount remains unpaid 30 days after it is due, we may terminate the Services.

8.4 WHAT THIS MEANS FOR REGISTERED AGENT SERVICE.

IF YOUR REGISTERED AGENT SERVICE IS TERMINATED FOR NONPAYMENT, THE PROVIDER MAY RESIGN AS YOUR ENTITY'S REGISTERED AGENT. IF THAT HAPPENS AND YOU HAVE NOT APPOINTED A SUCCESSOR, YOUR ENTITY MAY BE ADMINISTRATIVELY DISSOLVED, MAY LOSE ITS GOOD STANDING, MAY LOSE LICENSES, AND MAY BE SUED WITHOUT YOUR EVER RECEIVING NOTICE — RESULTING IN A DEFAULT JUDGMENT AGAINST IT.

8.5 Reinstatement. We may, at our discretion, reinstate a terminated Service on payment of all outstanding amounts plus a reinstatement fee of $50, if any. Reinstatement does not undo any state action already taken against your Entity.

9. COLLECTIONS

9.1 Interest. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

9.2 Costs. You are responsible for all costs of collection, including collection agency fees, court costs, and reasonable attorneys' fees.

9.3 Referral. We may refer a past-due account to a collection agency or report it to a credit bureau.

9.4 Personal Liability. As set out in MCSA Section 1.3, you are personally responsible for amounts owed, and that responsibility does not end if the Entity is dissolved.

10. CHARGEBACKS

10.1 Contact Us First. If you believe a charge is wrong, contact us at info@thrushcross.com or through your account representative before disputing it with your bank. We will investigate promptly and, where we agree, refund it. This is faster than a chargeback.

10.2 Chargeback Fee. If you initiate a chargeback and it is resolved in our favor, we may charge a chargeback fee of 5% to cover the processor's cost.

10.3 Suspension. We may suspend or terminate the Services immediately upon a chargeback — with the consequences described in Section 8.4.

10.4 Not a Cancellation. A chargeback is not a cancellation. It does not cancel your Service, it does not remove the provider as your registered agent, and it does not relieve you of the obligation to appoint a successor. See Section 5.

11. INVOICES AND RECORDS

Invoices and receipts are available in the Client Portal. Download and retain them; access ends when your account does.

12. QUESTIONS

Contact us at: info@thrushcross.com or +1 (302) 302-9202

Version 1.1 | Effective July 1, 2026

TERMINATION & RESIGNATION POLICY

Thrushcross LLC d/b/a TC Filings

Version 1.1 | Effective Date: July 1, 2026

READ THIS BEFORE YOU BUY

Many states require your business to have a registered agent on file at all times. If it does not, the state can dissolve it.

Please note:

• You cannot cancel by just clicking cancel. You must first appoint a replacement registered agent and prove it. Until you do, billing continues.
• After your service ends, we will not forward your mail — including lawsuits. Not once, not as a courtesy.
• If your service ends and you have no replacement agent, your business can be administratively dissolved, and you can be sued without ever finding out.

1. SCOPE

1.1 This Policy governs termination of the Services, resignation of the registered agent, and what happens afterward. It is incorporated into and forms part of the Master Client Services Agreement ("MCSA"). Capitalized terms have the meanings given in the MCSA.

1.2 Where this Policy conflicts with the MCSA on these subjects, this Policy controls.

2. CANCELLATION BY YOU — SERVICES OTHER THAN REGISTERED AGENT

2.1 You may cancel any Service other than registered agent service at any time in the Client Portal.

2.2 Cancellation takes effect at the end of the current paid term. There is no proration and no refund, except as provided in the Payments, Auto-Renewal & Refund Policy.

2.3 Cancelling one Service from a bundle re-prices the remaining Services at their standard, unbundled rates.

3. CANCELLATION BY YOU — REGISTERED AGENT SERVICE

3.1 APPOINT A SUCCESSOR

To cancel registered agent service for an Entity, you must complete all three of the following:

Step 1 — Appoint a successor registered agent. Select a new registered agent for the Entity. It may be a commercial registered agent, or, if your state permits, you or another individual with a physical street address in the state.

Step 2 — File the change with the state, and get proof. File a statement of change of registered agent (or the equivalent) with the Secretary of State. Acceptable proof is any of:

• a copy of the filed change-of-agent document, showing the state's acceptance;
• a copy of an annual report, as filed, showing the new registered agent; or
• a screenshot or printout of the state's public business record showing the new registered agent.

Step 3 — Complete cancellation in the Client Portal or through your account representative. Upload or email your proof and complete the cancellation.

3.2 BILLING CONTINUES UNTIL WE HAVE PROOF

Until we receive satisfactory proof that a successor registered agent is on file for the Entity, the service remains active and you continue to be charged — including at renewal.

We cannot stop representing an Entity that has no other registered agent without exposing it to administrative dissolution. This policy exists to warn you about this potential outcome.

3.3 The Cancellation Deadline

To avoid a renewal charge, all three steps in Section 3.1 must be complete at least 30 days before your renewal date. This is the Cancellation Deadline, and it is shown in the Client Portal. See the Payments, Auto-Renewal & Refund Policy, Section 4.3.

3.4 No Refunds

Registered agent service is not refundable, in whole or in part, under any circumstances. There is no proration. You retain the service for the remainder of the term you have paid for.

3.5 No Cancellation Fee

We charge nothing to cancel. You must pay any past-due balance.

4. TERMINATION OR RESIGNATION BY US OR THE PROVIDER

4.1 Grounds

We may suspend or terminate any or all Services, and the Provider may resign as registered agent, at any time, including for:

(a) nonpayment, or a declined or expired payment method; (b) inaccurate, incomplete, or out-of-date information, or your failure to update it (MCSA Section 6); (c) our inability to reach you after reasonable effort; (d) misuse of the Provider's address (Registered Agent Service Addendum, Section 8); (e) breach of the Acceptable Use Policy; (f) suspected fraud, money laundering, sanctions exposure, or other unlawful use; (g) a chargeback; (h) abusive conduct toward our personnel; (i) any other material breach of the MCSA; (j) a Force Majeure Event continuing more than sixty (60) days (MCSA Section 19); (k) our decision to discontinue a Service or to exit a jurisdiction.

4.2 Notice

Where practicable, we will give you 30 days' notice before terminating for a curable reason such as nonpayment, and an opportunity to cure. We may terminate immediately, without notice, for suspected unlawful use, sanctions exposure, misuse of the address, or abusive conduct.

4.3 Resignation Mechanics

If registered agent service ends, the Provider may resign as registered agent of record for the Entity. Resignation is filed with the Secretary of State and takes effect after the statutory notice period for that state, which commonly ranges from 7 to 31 days and varies by jurisdiction.

4.4 WHAT HAPPENS IF YOUR ENTITY HAS NO REGISTERED AGENT

IF THE PROVIDER RESIGNS AND YOU HAVE NOT APPOINTED A SUCCESSOR, YOUR ENTITY MAY:

• BE ADMINISTRATIVELY DISSOLVED, OR HAVE ITS AUTHORITY TO TRANSACT BUSINESS REVOKED;
• FALL OUT OF GOOD STANDING;
• LOSE LICENSES, PERMITS, CONTRACTS, OR FINANCING;
• BE UNABLE TO BRING OR DEFEND A LAWSUIT;
• LOSE THE LIABILITY PROTECTION THAT THE ENTITY WAS FORMED TO PROVIDE;
• BE SERVED WITH A LAWSUIT BY SUBSTITUTE SERVICE ON THE SECRETARY OF STATE — WHICH YOU MAY NEVER LEARN OF — RESULTING IN A DEFAULT JUDGMENT ENTERED AGAINST IT WITHOUT YOUR KNOWLEDGE.

Appointing a successor registered agent is your responsibility. Neither TC Filings nor the Provider will do it for you, and neither is liable for any consequence of your failure to do it.

5. CHANGE OF PROVIDER IS NOT TERMINATION

5.1 As set out in MCSA Section 4.5, TC Filings may replace the Provider at any time. You have irrevocably authorized us to prepare, execute, and file the change of registered agent on your behalf.

5.2 A change of Provider is not a termination. It does not interrupt the Services, does not entitle you to a refund, and does not relieve you of any payment obligation. We will notify you, and the new Provider's name will appear on your Entity's public record.

6. WHAT HAPPENS AFTER TERMINATION

6.1 WE WILL NOT FORWARD YOUR DOCUMENTS.

ONCE REGISTERED AGENT SERVICE FOR AN ENTITY HAS TERMINATED, NEITHER TC FILINGS NOR THE PROVIDER HAS ANY OBLIGATION TO FORWARD, RE-MAIL, SCAN, UPLOAD, HOLD, OR OTHERWISE DELIVER TO YOU ANY DOCUMENT RECEIVED ON BEHALF OF THAT ENTITY — INCLUDING SERVICE OF PROCESS, LAWSUITS, AND OFFICIAL STATE NOTICES.

THIS IS TRUE EVEN IF THE PROVIDER'S NAME OR ADDRESS REMAINS ON THE ENTITY'S PUBLIC RECORD WITH THE STATE.

If the Provider's address is still on your Entity's public record after your service ends, a process server will still deliver lawsuits there. Those lawsuits will not reach you.

Remove the Provider from your Entity's record. Do it promptly.

6.2 Release and Indemnity

You waive and release TC Filings and the Provider from any and all claims, and you agree to indemnify and hold them harmless against any third-party claim, arising from any delay in — or failure of — your receipt of any document after the termination of the Services. See MCSA Section 14.1(k).

6.3 Documents Received After Termination

If a document is received for a terminated Entity, we may — at our sole discretion, and with no obligation to do so — send a notice to the last email address on file, telling you that something arrived. We will not tell you what it is.

To obtain the document, you must do one of the following:

(a) reinstate registered agent service for the Entity; or (b) pay all amounts outstanding on the account at the time of cancellation; or (c) pay a per-document fee of $99 to have that document released to you.

If you do none of these, the document will be returned to sender or destroyed. We hold no document indefinitely.

6.4 No Continuing Duty

Upon termination, TC Filings and the Provider are released from any and all duty — whether arising in contract, tort, statute, or otherwise — to notify you of any lawsuit, legal proceeding, or correspondence received on behalf of the Entity, regardless of whether the Provider's name or address remains on any public record.

6.5 Amounts Owed

Termination does not extinguish any amount you owe. You remain responsible for:

(a) all fees for Services provided through the termination date; (b) any Filing Fee incurred, including the fee to file the Provider's resignation, if any; (c) any fee incurred after termination, including per-document fees; (d) any unbundling adjustment under Section 2.3; (e) any fee incurred after the expiration of a free trial or promotional period; (f) collection costs and attorneys' fees, under the Payments, Auto-Renewal & Refund Policy, Section 9.

As set out in MCSA Section 1.3, you are personally responsible for these amounts, and that responsibility survives the dissolution of the Entity.

6.6 Client Portal Access

Access to the Client Portal ends on termination.

DOWNLOAD YOUR DOCUMENTS BEFORE YOU CANCEL.

We will make your data available for export for 30 days after termination, on request. After that, we may delete it, subject to the retention periods in the Privacy Policy. Everything in your portal — filed documents, scanned legal documents, invoices, receipts — should be downloaded and stored somewhere you control.

6.7 Reinstatement

We may, at our discretion, reinstate a terminated Service on payment of all outstanding amounts plus a reinstatement fee, if any, as assessed at our discretion to cover our reinstatement costs. Reinstatement does not reverse any action already taken by a state against your Entity, and it does not recover any document already returned or destroyed.

7. TERMINATION OF THE ENTIRE AGREEMENT

7.1 Either party may terminate the MCSA when no Services are active.

7.2 We may terminate the MCSA immediately, together with all Services, for any ground in Section 4.1.

8. SURVIVAL

The following survive termination of the MCSA and of any Service:

• Indemnification (MCSA Section 14)
• Limitation of Liability (MCSA Section 13)
• Disclaimer of Warranties (MCSA Section 12)
• Dispute Resolution, including arbitration and the class action waiver (MCSA Section 16)
• Limitation on Time to Bring a Claim (MCSA Section 15)
• Confidentiality (MCSA Section 18)
• Payment obligations and collections
• This Policy, Sections 6.1, 6.2, 6.4, and 6.5
• Any provision that by its nature should survive

9. A PRACTICAL CHECKLIST FOR CANCELLING REGISTERED AGENT SERVICE

If you are leaving us, do it in this order and nothing will go wrong:

• [ ] Download everything from the Client Portal — filed documents, scanned legal documents, invoices
• [ ] Choose a successor registered agent with a street address in the state
• [ ] File the change of registered agent with the Secretary of State
• [ ] Confirm it posted on the state's public record
• [ ] Upload proof to the Client Portal
• [ ] Complete cancellation in the Client Portal — at least [30] days before your renewal date
• [ ] Verify that the Provider's name no longer appears anywhere on your Entity's public record
• [ ] Update your address with the IRS, your bank, your insurers, and anyone else who has the Provider's address on file

That last one matters more than people think. If any third party still has the Provider's address for you, mail sent there after termination is gone.

10. QUESTIONS

Contact us as: info@thrushcross.com | +1 (302) 302-9202

Version 1.1 | Effective July 1, 2026