PENSION SYSTEMS CORPORATION DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST

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1 PENSION SYSTEMS CORPORATION DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST THTHIS PROTOTYPE HAS BEEN CUSTOMIZED PER LICENSEE S SPECIFICATIONS BY PENSION SYSTEMS CORPORATION. THE PROTOTYPE IS REGISTERED WITH THE U.S. INTERNAL REVENUE SERVICE. LICENSEE ACKNOWLEDGES PENSION SYSTEMS CORPORATION S CLAIM OF COPYRIGHT AND AGREES TO THE TERMS AND CONDITIONS OF ITS USE, AS DESCRIBED IN THE ATTACHED USER LICENSE AGREEMENT, AS UPDATED ONLINE AT LLicensee adopting these customized prototype documents agrees to the following additional terms:: Licensee cannot make any modifications or changes to the text of the Regional Prototype Plan or the Adoption Agreement. Licensee must notify Pension Systems Corporation in writing of any changes to the options selected in the Adoption Agreement. If the 401(k) User License Agreement is terminated or Licensee fails, by February 1 of any relevant year, to renew license for Software, Publications and Support, Licensee s right to use the customized and copyrighted Regional Prototype Plan, and ability to rely upon it in plan operations, or I.R.S Form 5500 filings, shall be revoked, per terms of User License Agreement. User License Agreement found at the end of this document is subject to change without notice. A current version of the User License Agreement may be found in the Legal section of the website. Pension Systems Corporation will follow all I.R.S. regulations, procedures and notification requirements with respect to the Licensee's use, cancellation, or termination of this IRSapproved and copyrighted prototype plan document. pg 1 of

2 The IRS opinion letter text on the following pages relates to Pension Systems Corporation (DBA 401(k) Pro) IRS-approved Prototype Plan Document and Master Adoption Agreement, from which your customized 401(k) plan and Adoption Agreement have been created. pg 2 of

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5 User License Agreement for Web-Based Services pg 5 of

6 User License Agreement for Web-Based Services (Updated 06/01/2017) 401k Easy (hereinafter "401K PROVIDER") and its successors agrees to license a web-based version of its 401k software and related services, any updates or modifications it provides, and associated documentation (herein collectively referred to as the "Software") to you (hereinafter "Licensee") pursuant to the below terms and conditions. Do not order or use the web-based version of the Software until you have carefully read the following terms. By ordering or using the web-based version of the Software, you agree to be bound by the terms and conditions of this end user license agreement (the "Agreement"). Calendar Year License 401K PROVIDER hereby grants to Licensee a non-exclusive, non-transferable license to access, load and execute the Software on a computer under Licensee's control for the duration of the calendar year, ending December 31 st, in which Licensee pays the annual license fee for the Software. License Restrictions for Web-Based Software 401K PROVIDER will only permit Licensee Users to access the Web-Based 401(k) Websites who has been identified by Licensee as authorized to access the sites or have been given passwords or other access information by Licensee. Licensee assumes all risks and liabilities for providing its third-party service vendors, including but not limited to accountants, financial advisors, payroll service providers, and others, with access to its 401(k) Website. Licensee assumes all risks and liabilities of providing third-party vendors with its login information and passwords to its 401(k) Website. Licensee Users shall (i) not attempt to gain access to the Software object code, (ii) not attempt to reverse engineer or decompile the Software, (iii) not allow any other party to access or use the functionality of the 401(k) Websites, and (iv) not disclose the structure, functionality or capabilities of the Software or 401(k) Websites to any other parties. 401K PROVIDER shall (i) maintain the computers on which the Web- Based Software is loaded and all copies of the Software in secure and locked locations, (ii) only load the Software onto the hard disks and memory of computers which are protected from access by passwords, (iii) allow access to any copies of, or computers on which, the Software is stored only by persons who are, through their employment or other agreements with 401K PROVIDER, legally obligated to comply with the nondisclosure, access and use conditions of this Agreement, (iv) maintain a list of all employee and contractor personnel with access to the Software and equipment, and (v) require all such employee and contractor personnel to sign a statement that he/she understands the nondisclosure, access and use requirements relating to the Software. Licensee shall not: (i) reverse engineer, decompile, disassemble, re-engineer, or otherwise translate any portion of the Software, (ii) rent, lease, sub-license, time share, lend or transfer the Software to a third party, (iii) allow direct access to the Software by anyone other than employees and contractors whose duties require such access, (iv) develop, or have developed on its behalf, software that is similar in functionality or features to the Software, (v) develop, market or sell any competitive or derivative product for Licensee's own use or use by others (vi) distribute externally or to third parties, except Users, any communication that describes or compares the features, functions or performance characteristics of the Software, or (vii) allow any third party contractors to do any of (i) through (vi). Licensee shall not pg 6 of

7 remove or alter any copyright notices or restrictive or ownership legends appearing on or in the Software. Licensee shall take all reasonable steps, both during and after the Term of this Agreement, to insure that no unauthorized person accesses or uses the Software or 401(k) Websites. License Restrictions for "Full-Service" Plans Licensee who elects use 401K PROVIDER'S "full-service" offerings and other products and services specifically described in promotional information as "full-service") agrees to the License Restrictions for Web-Based Software described above. For "full-service" plans. 401K PROVIDER will provide assistance in the preparation of reporting forms due to government agencies within the time (but only within the time) for which 401K PROVIDER is retained by Licensee. 401K PROVIDER is not required to assist in the preparation of such forms if they pertain to a calendar year/plan Year that has ended prior to the effective date of this Agreement or if the forms' final dead-line/due dates are subsequent to termination of this Agreement. Upon termination of this Agreement all bookkeeping data processing and government form preparation services shall immediately cease. 401K PROVIDER does not perform or provide the Licensee with Certified Plan Audits. Mutual fund companies and/or the Licensee's plan asset custodian shall provide Licensee with mutual fund statements that contain plan share prices, balances, dividends, short-term and long-term capital gains and losses and other detailed information deemed pertinent by the investment fund companies. 401K PROVIDER shall provide Licensee with a year-end summary of the plan's mutual fund holdings. If Licensee requires more specific mutual fund information, it is Licensee's responsibility to extract the information from the account statements supplied by the fund companies and/or asset custodian. 401K PROVIDER reserves the right to charge Licensee for time spent in consultation, discussion, question answering or records review with Licensee's accountants, consultants, attorneys or other professional service providers or with government officials in matters pertaining to the Licensee's plan. Licensee shall furnish to 401K PROVIDER, on a timely basis, any and all information and data that 401K PROVIDER may request in order to perform its services hereunder, including but not limited to: employee census data, trust investment data, plan amendments and communications with any government agencies concerning the plan. 401K PROVIDER shall rely solely upon information so submitted. 401K PROVIDER shall not be responsible for any penalties or liabilities resultant from failure of Licensee to submit accurate information on a timely basis. 401K PROVIDER will act in all matters only upon the express direction of the Plan Administrator or the Trustees of the plan and will at no time exercise any discretion or independent authority with regard to the performance of the administrative services described herein, no such independent authority or discretionary rights having been granted to 401K PROVIDER by Licensee, the Plan Administrator or the Trustees of the plan under this or any other agreement. 401K PROVIDER shall act in a ministerial capacity only. Fees for Services and Products pg 7 of

8 Plan Termination and Service Termination Fees for Web-Based System. There is a Plan Termination Fee of $75 per eligible participant for all Web-Based plans. An eligible participant is any employee who was included in any compliance test calculations during the year, or covered by any safe-harbor provisions during the year. An employee specifically does not need to have joined the 401k, or placed assets in the 401k, to be regarded as an eligible participant. The Plan Termination Fee covers costs associated with the eventual removal of the User's plan and data from 401K PROVIDER S online 401k platform, and archiving the data for three (3) consecutive calendar years. two two two two This two-day online access and prototype plan protection included in the Plan Termination Fee can be further extended at the rate of $500 per each additional day. If the User needs to rely upon the customized prototype plan documents for an extended period of time, 401k PROVIDER offers a "documents only" service, described at It is not necessary for participants' 401k investment accounts to be liquidated upon termination of PROVIDER'S services. The Licensee may retain the investment accounts at the custodian and/or transfer them "in-kind" to another service provider and/or custodian. If the Licensee request that participants' 401k investment accounts be liquidated by 401k PROVIDER, an additional participant account liquidation fee of $75 per participant account shall apply. Some plan terminations are more complex than others, and in some cases the third-party administrator assuming administration and recordkeeping responsibilities will request custom calculations, records and summaries that are not included in the Plan Termination Fees. Development of custom files and reports requires specialized programing, data mapping, and labor. PROVIDER will evaluate all such file requests on a case-by-case basis, and provide Licensee with a quote payable prior to delivery of completed custom files. Upon termination or expiration of this Agreement (and the five day extension included in the Plan Termination Fee) Licensee may no longer rely upon or use 401K PROVIDER copyrighted and/or 401K PROVIDER-supplied Prototype Plan Documents. Upon termination or expiration of this Agreement Licensee's right to use 401K PROVIDER-supplied customized and standardized Documents is revoked. pg 8 of

9 Prototype Plan Documents For the duration of this Agreement, 401K PROVIDER provides Licensee with copyrighted Prototype Plan Documents ("Documents") that 401K PROVIDER acquires from third-party sources and then customized for each Licensee. 401k PROVIDER claims U.S. Copyright status and protection for any customized version(s) of these Documents prepared by 401k PROVIDER for use by Licensee. Licensee agrees to only use and rely upon these customized and copyrighted Documents for the duration of its Agreement with 401k PROVIDER. Upon termination or expiration of this Agreement, Licensee may no longer rely upon or use 401K PROVIDER copyrighted and/or 401K PROVIDER-supplied Prototype Plan Documents. Upon termination or expiration of this Agreement Licensee's right to use 401K PROVIDERsupplied customized and standardized Documents is revoked. Licensee can continue using the customized Documents after expiration of this Agreement if Licensee enters into a new agreement with 401k PROVIDER under terms of service "401k Easy Docs" described in website 401k PROVIDER is a registered and IRS-approved Mass submitter of customized 401k Prototype Plan Documents ( Prototype Standardized Profit Sharing Plan with CODA IRS Determination Letter Serial Number K202645a). To comply with IRS rules and regulations for Mass Submitters, 401k PROVIDER is required to track the distribution, usage and disposition of all its customized Documents. This requirement places an obligation upon 401k PROVIDER to make reasonable efforts to track the possible usage of customized Documents by former Licensees, after terminating 401K PROVIDER services. Licensee agrees to cooperate with 401k PROVIDER in its obligation under IRS regulations by providing the following information to 401k PLAN PROVIDER within one (1) year of termination of 401k PROVIDER services. --If Licensee officially terminates its 401k plan by filing Form 5500-SF with the IRS during the calendar year following terminating 401K PROVIDER services, Licensee agrees to provide a copy of this filing to 401K PLAN PROVIDER. ----If Licensee transfers the servicing of its 401k to a pension consultant, record-keeper or other thirdpart administrator during the calendar year following terminating 401K PROVIDER services, Licensee agrees to provide 401K PLAN PROVIDER with a copy of the IRS Determination Letter of the prototype plan documents used to replace 401K PROVIDER documents. 401k PROVIDER reserves the right to notify the IRS or other third parties, including publically available online information and business review services, should the Licensee fail to pay past-due invoices, or provide the information necessary for 401k PROVIDER to fulfill its legal obligations as an IRS Mass Submitter. pg 9 of

10 401K PROVIDER does not warranty its customized Documents, or their adaptation to Licensee's needs or requirements. 401K PROVIDER assumes no liability for the accuracy, completeness or applicability of these Documents, or their use, by Licensee. Licensee's use of the Documents is solely at the discretion of the Licensee, and at Licensee's own risk. Licensee can, at its discretion, utilize prototype plan documents acquired from sources other than 401K PROVIDER. Licensee is under no obligation to use 401K PROVIDER-supplied Documents. 401K PROVIDER, as policy, automatically adopts government-mandated amendments to the Documents. At its sole discretion 401K PROVIDER, may assist with a review Employer's existing Plan documents and consult Employer on the feasibility of restatement and administration of the Plan. 401K PROVIDER will prepare the documentation needed to establish or re-state the Plan and Trust Agreement for review by Employer's professional advisors, and update documents as required by regulation. 401K PROVIDER will prepare and update the Summary Plan Description as required by regulation. Patents, Trademarks and Copyrights The Software includes technology protected by US Patent Number , plus additional US Patents Pending. 401K PROVIDER claims copyright and trademark protection for all Software and copyright for all Publications and Videos. Should this Agreement be terminated for any reason, the right of Licensee to use 401K PROVIDER-supplied Software, Publications and Support shall be revoked. Unauthorized use of Software and/or Publications constitutes copyright infringement, subjecting violator(s) to both civil and criminal penalties under federal law. Additional Information All investments offered to in the plan shall be selected by Licensee, with no input of advice rendered by 401K PROVIDER. 401K PROVIDER shall make no investment recommendations to Licensee, plan participants, and other persons associated with the Licensee's plan. Non-Deposit Investment Products Mutual funds and securities products are not bank deposits and are not insured or guaranteed by the FDIC, the Federal Reserve Board, or any other government agency. Mutual funds and securities products are subject to investment risks, including possible loss of the principal invested. Investment Performance/Rates of Returns Investments returns do not do not necessarily reflect sales charges or loads, and assume the reinvestment of dividends and capital gains. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Fund performance information is not indicative of future results. Read the prospectus before investing in mutual funds. Calculators and Financial Planning Tools Calculators and Financial Planning Tools are provided for informational and illustrative purposes only and are not intended to provide specific legal, accounting, financial or tax advice for any person and should not be relied upon in that manner. Also, results are not meant to be indicative of the future pg 10 of

11 return or amount received investment. Results obtained through the use of the Financial Planning Tools are not intended to be investment advice, and the Provider, the Licensee and Plan Administrator do not present such information as fiduciaries. Loan Modeling Loan Modeling Tools may be used to determine the loan repayment associated with a loan request and after such request, the Loan is subject to the Terms and Conditions of the Loan Agreement, Note and Pledge. Additionally, the results of the loan modeling tool are subject to change and may not be relied upon in all cases to be in final form. Investment Information Investment information provided by 401K PROVIDER websites or other 401K PROVIDER-sponsored sources is not an offer to sell or a solicitation of an offer to buy any security, nor shall any such security be offered or sold to any person, in any jurisdiction in which such offer, solicitation, purchase or sale may not lawfully be made. Unitized Account Management (UAM) At 401K PROVIDER'S discretion, the Licensee may add a unitized pooled investment to the Licensee's plan. Licensee shall maintain a written agreement with the UAM provider(s) and other third-parties associated with the management of pooled investment(s). Licensee agrees to reimburse 401K PROVIDER for expenses incurred to correct or re-process records or reports because of errors caused by the UMA provider or other third-parties involved in the management of the UMA. Warranties For the duration of the current license term, 401K PROVIDER warrants to Licensee only that the Software shall perform consistent with the published specifications. 401K PROVIDER'S sole obligation and liability under this warranty shall be to correct any defects in the Software, in a reasonable time, to perform in accordance with the published specifications therefore. Any modifications, maintenance or other changes to the Software by the Licensee or its agents and employees shall void this warranty but not the exclusions and waivers of warranties contained herein. 401K PROVIDER does not warrant that the Software will meet Licensee's requirements or that its use will be uninterrupted or error-free. In the event that 401K PROVIDER fails to remedy defects in the Software, Licensee's sole remedy shall be to receive a refund of the current year's license fees for the Software (not including any plan customization fee paid by Licensee). 401K PROVIDER warrants to Licensee that during the Term of this Agreement 401K PROVIDER will use diligent efforts to provide availability to licensed users of its Web-Based Software. Licensee of Web-Based Software understands that website availability may be adversely affected by various conditions including, but not limited to, electrical interference, weather, acts of God or governmental authority, failure of equipment, and User error and the failure of other equipment, such as switches, routers and telecommunications devices not owned or controlled by 401K PROVIDER. Licensee of Web-Based Software understands that periodic website service interruptions may be necessary to perform maintenance on third party networks and facilities, and that, therefore, 401K PROVIDER cannot guarantee the availability of the Web-Based Software at all times and under all circumstances. pg 11 of

12 Disclaimer of Warranties Except for the foregoing limited warranty, the Software is provided "AS IS." The entire risk as to the quality and performance of the Software is with Licensee. 401K PROVIDER, to the maximum extent permitted by applicable law, disclaims all other representations and warranties, express or implied, regarding the Software, including its fitness for a particular purpose, quality, accuracy, merchantability and non-infringement. 401K PROVIDER does not represent or warrant that the Software is free from bugs, errors or other program limitations. 401K PROVIDER has no control over Licensee's use of the Software, and 401K PROVIDER does not and cannot warrant the performance or results that may be obtained by its use. 401K PROVIDER does not represent, warrant, or guarantee the accuracy and timeliness of the data or information contained in the Software and shall have no liability of any kind whatsoever to Licensee, or to any other party, on account of any inaccuracies in or unseemliness of the data or information. Nor does 401K PROVIDER have any obligations to Licensee to correct such data or information or any errors contained in the Software. Various information in the Software constantly changes, and the information may not be current or accurate. The Software should not be used without confirming research from other sources, obtaining up-to-date information, and separate analysis by the Licensee of his or her own particular investment or tax situation or record keeping application. The Software does not recommend or endorse any specific investment or any particular mutual fund, nor does the Software offer specific tax, legal or investment advice or strategies. 401K PROVIDER is not a financial advisor and should not be considered as such. Licensee is strongly advised to consult with a professional tax and/or investment advisor before establishing or investing on behalf of a 401(k) or any other retirement savings plan. Neither this nor any other agreement shall relieve Licensee or other designated fiduciaries or other responsible persons providing services to the plan of any of the responsibilities or liabilities specified in E.R.I.S.A. or the Internal Revenue Code of 1954, as amended from time to time. 401K PROVIDER shall not, at any time, under this Agreement or otherwise, act in any capacity that is or may be construed to be that of a fiduciary or investment counselor to Licensee's plan. Nothing contained herein shall be construed so as to render 401K PROVIDER the Plan Administrator or Trustee. Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to Licensee. In that event, any implied warranties are limited in duration to ten (10) days from the date of purchase of the Software. However, some states do not allow a limitation on how long an implied warranty lasts, so the above limitation may not apply to Licensee. Limitation of Liability & Damages IN NO EVENT SHALL 401K PROVIDER, ITS SUPPLIERS OR ITS DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOST PROFITS OR COST OF COVER ARISING FROM THE USE OF THE SOFTWARE OR pg 12 of

13 ANY DEFECT IN THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF 401K PROVIDER, ITS SUPPLIERS OR ITS DISTRIBUTORS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE. IN PARTICULAR BUT WITHOUT LIMITATION, 401K PROVIDER, ITS SUPPLIERS AND ITS DISTRIBUTORS SHALL HAVE NO LIABILITY FOR THE LOSS OF ANY INFORMATION STORED IN OR USED WITH THE SOFTWARE. THE MAXIMUM AGGREGATE LIABILITY OF 401K PROVIDER AND ITS SUPPLIERS FOR ANY CLAIM ARISING OUT OF USE OF THE SOFTWARE OR ANY DEFECT IN THE SOFTWARE, ON ANY AND ALL THEORIES OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE BY 401K PROVIDER, SHALL IN ALL EVENTS BE LIMITED TO RETURN OF THE AMOUNTS ACTUALLY PAID AS THE CURRENT YEAR'S LICENSE FEES. U.S. Government Restricted Rights The Software is subject to the DOD FAR Supplement and is "commercial computer software." Use, duplication or disclosure of the Software is subject to the licensing restrictions set forth in this Agreement. The Software is subject to the Federal Acquisition Regulations as "restricted computer software" and its use, duplication and disclosure shall be subject to the restrictions in FAR Miscellaneous Licensee acknowledges that this Agreement is a complete statement of the agreement between Licensee and 401K PROVIDER, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions, regarding the Software. This Agreement does not limit any rights or remedies that 401K PROVIDER may have under trade secret, trademark, and copyright, patent or other related intellectual property laws. Representatives of 401K PROVIDER are not authorized to make modifications to this Agreement, or to make any additional representations, commitments or warranties binding on 401K PROVIDER. Accordingly, such additional statements are not binding on 401K PROVIDER and Licensee should not rely upon such statements. The 401k PROVIDER reserves the right to change the terms, fees, and product and service offerings described in this Agreement without prior notice to User. The validity and performance of this Agreement shall be governed by California law (without reference to choice of law principles) and all applicable Federal laws. This Agreement is deemed entered into at Los Angeles, California, and shall be constructed as to its fair meaning and not strictly for or against either party. Any resolution of a dispute arising out of or in connection with this Agreement may only be resolved in Los Angeles, California. Payment of Invoices Invoices presented by 401k PROVIDER to a Licensee User for services, or pending services, are due and payable upon receipt. 401k PROVIDER retains the right under this Agreement to suspend services until invoices are paid in full. Effective Term of Agreement pg 13 of

14 This Agreement shall continue in effect for a period ending on the last day of the effective calendar year this Agreement was entered into. 401k PROVIDER reserves the right to change fees, terms, conditions, and product offerings. 401K PROVIDER reserves the right to adjust fees and suspend services without breaching or terminating this Agreement if Licensee fails to pay invoiced fees in accordance with this Agreement. 401K PROVIDER may terminate this Agreement if Licensee breaches this Agreement. Promotion & Marketing 401K PROVIDER reserves the right to use Licensee's business name, city and state in marketing literature and materials used in promoting 401K PROVIDER products and services. Mediation & Arbitration If a dispute (excluding copyright, patent, or trademark, or other intellectual rights infringement claims) arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation in Los Angeles, California, administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration. Any unresolved controversy or claim (excluding copyright, patent, or trademark infringement claims) arising under this Agreement or its breach, including but not limited to any controversy concerning the meaning or interpretation of any provision of this Agreement or controversies arising from possible errors or omissions on the part of 401K PROVIDER or its agents or suppliers shall be decided by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator(s), which determination shall be conclusive. The arbitrator(s) shall not award consequential damages in any arbitration an award of exemplary or punitive damages. The arbitrator(s) may determine how the costs and expenses of the arbitration shall be allocated between the parties, but they shall not award attorneys' fees. The award shall be in writing, shall be signed by a majority of the arbitrators, and shall include a statement regarding the reasons for the disposition of any claim. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. pg 14 of

15 Notices Any notice required or permitted to be given by either party under this Agreement shall be in writing. Notices sent by mail shall be deemed effective three business days after deposit, postage prepaid, in the mail. Assignment and Successors This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party shall assign any of its rights nor delegate any of its obligations under this Agreement to any third party without the express written consent of the other, provided that consent shall not be required in connection with the reorganization or merger of a party or the sale of such party's business or all or substantially all of its assets to a third party. Force Majeure Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party. Waiver The waiver by either party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. Severability and Counterparts If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which will remain in full force and effect. This Agreement may be signed in counterparts, which together constitute one instrument. EULA 2017 pg 15 of

16 PENSION SYSTEMS CORPORATION DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST pg 16 of

17 TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II ADMINISTRATION 2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER DESIGNATION OF ADMINISTRATIVE AUTHORITY ALLOCATION AND DELEGATION OF RESPONSIBILITIES POWERS AND DUTIES OF THE ADMINISTRATOR RECORDS AND REPORTS APPOINTMENT OF ADVISERS INFORMATION FROM EMPLOYER PAYMENT OF EXPENSES MAJORITY ACTIONS CLAIMS PROCEDURES ARTICLE III ELIGIBILITY 3.1 CONDITIONS OF ELIGIBILITY EFFECTIVE DATE OF PARTICIPATION DETERMINATION OF ELIGIBILITY TERMINATION OF ELIGIBILITY REHIRED EMPLOYEES AND 1-YEAR BREAKS IN SERVICE ELECTION NOT TO PARTICIPATE OMISSION OF ELIGIBLE EMPLOYEE; INCLUSION OF INELIGIBLE EMPLOYEE ARTICLE IV CONTRIBUTION AND ALLOCATION 4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION ALLOCATION OF CONTRIBUTIONS, FORFEITURES AND EARNINGS MAXIMUM ANNUAL ADDITIONS ADJUSTMENT FOR EXCESS ANNUAL ADDITIONS ROLLOVERS PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS PARTICIPANT DIRECTED INVESTMENTS INTEGRATION IN MORE THAN ONE PLAN QUALIFIED MILITARY SERVICE TRANSFER OF ASSETS FROM TERMINATED EMPLOYER DEFINED BENEFIT PENSION PLAN i pg 17 of

18 ARTICLE V VALUATIONS 5.1 VALUATION OF THE TRUST FUND METHOD OF VALUATION ARTICLE VI DETERMINATION AND DISTRIBUTION OF BENEFITS 6.1 DETERMINATION OF BENEFITS UPON RETIREMENT DETERMINATION OF BENEFITS UPON DEATH DETERMINATION OF BENEFITS IN EVENT OF DISABILITY DETERMINATION OF BENEFITS UPON TERMINATION DISTRIBUTION OF BENEFITS DISTRIBUTION OF BENEFITS UPON DEATH TIME OF DISTRIBUTION REQUIRED MINIMUM DISTRIBUTIONS DISTRIBUTION FOR MINOR OR INCOMPETENT INDIVIDUAL LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN IN-SERVICE DISTRIBUTION ADVANCE DISTRIBUTION FOR HARDSHIP SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION DIRECT ROLLOVERS RESTRICTIONS ON DISTRIBUTION OF ASSETS TRANSFERRED FROM A MONEY PURCHASE PLAN CORRECTIVE DISTRIBUTIONS QUALIFIED RESERVIST DISTRIBUTIONS AND HEART ACT ARTICLE VII TRUSTEE AND CUSTODIAN 7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE INVESTMENT POWERS AND DUTIES OF DISCRETIONARY TRUSTEE INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE POWERS AND DUTIES OF CUSTODIAN LIFE INSURANCE LOANS TO PARTICIPANTS ALLOCATION AND DELEGATION OF RESPONSIBILITIES TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES ANNUAL REPORT OF THE TRUSTEE AUDIT RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE TRANSFER OF INTEREST TRUSTEE INDEMNIFICATION EMPLOYER SECURITIES AND REAL PROPERTY DIVESTMENT OF EMPLOYER SECURITIES ii pg 18 of

19 ARTICLE VIII AMENDMENT, TERMINATION AND MERGERS 8.1 AMENDMENT TERMINATION MERGER, CONSOLIDATION OR TRANSFER OF ASSETS ARTICLE IX TOP-HEAVY PROVISIONS 9.1 TOP-HEAVY PLAN REQUIREMENTS DETERMINATION OF TOP-HEAVY STATUS ARTICLE X MISCELLANEOUS 10.1 EMPLOYER ADOPTIONS PARTICIPANT'S RIGHTS ALIENATION PLAN COMMUNICATIONS, INTERPRETATION AND CONSTRUCTION GENDER, NUMBER AND TENSE LEGAL ACTION PROHIBITION AGAINST DIVERSION OF FUNDS EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE INSURER'S PROTECTIVE CLAUSE RECEIPT AND RELEASE FOR PAYMENTS ACTION BY THE EMPLOYER NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY APPROVAL BY INTERNAL REVENUE SERVICE PAYMENT OF BENEFITS ELECTRONIC MEDIA PLAN CORRECTION NONTRUSTEED PLANS ARTICLE XI PARTICIPATING EMPLOYERS 11.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER REQUIREMENTS OF PARTICIPATING EMPLOYERS DESIGNATION OF AGENT EMPLOYEE TRANSFERS PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES AMENDMENT DISCONTINUANCE OF PARTICIPATION ADMINISTRATOR'S AUTHORITY PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE iii pg 19 of

20 ARTICLE XII CASH OR DEFERRED PROVISIONS 12.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION PARTICIPANT'S SALARY DEFERRAL ELECTION ALLOCATION OF CONTRIBUTIONS AND FORFEITURES ACTUAL DEFERRAL PERCENTAGE TESTS ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS ACTUAL CONTRIBUTION PERCENTAGE TESTS ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS (k) ADP TEST SAFE HARBOR PROVISIONS QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT ADVANCE DISTRIBUTION FOR HARDSHIP IN-PLAN ROTH ROLLOVER CONTRIBUTIONS ARTICLE XIII SIMPLE 401(K) PROVISIONS 13.1 SIMPLE 401(k) PROVISIONS DEFINITIONS CONTRIBUTIONS ELECTION AND NOTICE REQUIREMENTS VESTING REQUIREMENTS TOP-HEAVY RULES NONDISCRIMINATION TESTS ARTICLE XIV MULTIPLE EMPLOYER PROVISIONS 14.1 ELECTION AND OVERRIDING EFFECT DEFINITIONS PARTICIPATING EMPLOYER ELECTIONS HIGHLY COMPENSATED EMPLOYEE STATUS TESTING TOP HEAVY PROVISIONS COMPENSATION SERVICE REQUIRED MINIMUM DISTRIBUTIONS COOPERATION AND INDEMNIFICATION INVOLUNTARY TERMINATION VOLUNTARY TERMINATION iv pg 20 of

21 ARTICLE I DEFINITIONS As used in this Plan, the following words and phrases shall have the meanings set forth herein unless a different meaning is clearly required by the context: 1.1 "Account" means any separate notational account established and maintained by the Administrator for each Participant under the Plan. To the extent applicable, a Participant may have any (or all) of the following notational Accounts: (a) "Combined Account" means the account representing the Participant's total interest under the Plan resulting from (1) the Employer's contributions in the case of a Profit Sharing Plan or Money Purchase Plan, and (2) the Employer Nonelective Contributions in the case of a 401(k) Profit Sharing Plan. In addition, Forfeitures are part of the Combined Account to the extent they are reallocated. Separate accountings shall be maintained with respect to that portion of a Participant's Account attributable to Employer contributions made pursuant to Section 12.1(a)(2) and to Employer contributions made pursuant to Section 12.1(a)(3). (b) "Elective Deferral Account" means the account established hereunder to which Elective Deferrals (including a separate accounting for Catch-Up Contributions) are allocated. Amounts in the Participant's Elective Deferral Account are nonforfeitable when made and are subject to the distribution restrictions of Section 12.2(e). The Elective Deferral Account may consist of the sub-accounts listed below. Unless specifically stated otherwise, any reference to a Participant's Elective Deferral Account will refer to both of these sub-accounts. (1) "Pre-Tax Elective Deferral Account" means the portion of the Elective Deferral Account attributable to Pre-Tax Elective Deferrals (i.e., Elective Deferrals that are not subject to federal income tax at the time of their deferral to the Plan). (2) "Roth Elective Deferral Account" means the portion of the Elective Deferral Account attributable to Roth Elective Deferrals (i.e., that are subject to federal income tax at the time of their deferral to the Plan) which does not include amounts attributable to "in-plan Roth rollover contributions" (as defined in Section 12.11). No contributions other than Roth Elective Deferrals and properly attributable earnings will be credited to each Participant's Roth Elective Deferral Account. (c) "In-Plan Roth Rollover Account" means the account attributable to a distribution from the Plan that is directly rolled over within this Plan, as described in Section The amount thus contributed retains the characteristics of the source Account from which the amount of the "in-plan Roth rollover contribution" (as defined in Section 12.11) was distributed (except for the tax treatment of such amount when distributed out of the Plan). (d) "Qualified Automatic Contribution Safe Harbor Account" means the account established hereunder to which Qualified Automatic Contribution "ADP test safe harbor contributions" are allocated. Amounts in the Qualified Automatic Contribution Safe Harbor Account are subject to the distribution restrictions of Section 12.2(e). (e) "Qualified Matching Contribution Account" means the account established hereunder to which Qualified Matching Contributions are allocated. Amounts in the Qualified Matching Contribution Account are nonforfeitable when made and are subject to the distribution restrictions of Section 12.2(e). (f) "Qualified Nonelective Contribution Account" means the account established hereunder to which Qualified Nonelective Contributions are allocated. Amounts in the Qualified Nonelective Contribution Account are nonforfeitable when made and are subject to the distribution restrictions of Section 12.2(e). (g) "Qualified Voluntary Employee Contribution Account" means the account established hereunder to which a Participant's taxdeductible qualified voluntary Employee contributions made pursuant to Section 4.9 are allocated. (h) "Rollover Account" means the account established hereunder to which amounts transferred from a qualified plan (including this Plan) or individual retirement account in accordance with Section 4.6 are allocated. (i) "Transfer Account" means the account established hereunder to which amounts transferred to this Plan from a direct plan-to-plan transfer in accordance with Section 4.7 are allocated. (j) "Voluntary Contribution Account" means the account established hereunder to which after-tax voluntary Employee contributions made pursuant to Section 4.8 are allocated. Amounts recharacterized as after-tax voluntary Employee contributions pursuant to Section 12.5 shall remain subject to the limitations of Section Therefore, a separate accounting shall be maintained with respect to that portion of the Voluntary Contribution Account attributable to after-tax voluntary Employee contributions made pursuant to Section "ACP" means the "Actual Contribution Percentage" determined pursuant to Section 12.6(d). 1.3 "Act" means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. 1 pg 21 of

22 1.4 "ADP" means the "Actual Deferral Percentage" determined pursuant to Section 12.4(d). 1.5 "Administrator" means the Employer unless another person or entity has been designated by the Employer pursuant to Section 2.2 to administer the Plan on behalf of the Employer. "Administrator" also includes any Qualified Termination Administrator (QTA) that has assumed the responsibilities of the Administrator in accordance with guidelines set forth by the Department of Labor. 1.6 "Adoption Agreement" means the separate agreement which is executed by the Employer and sets forth the elective provisions of this Plan and Trust as specified by the Employer. 1.7 "Affiliated Employer" means any corporation which is a member of a controlled group of corporations (as defined in Code 414(b)) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code 414(c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code 414(m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to Regulations under Code 414(o). 1.8 "Affirmative Election" means a Salary Deferral Agreement submitted by a Participant to the Administrator in accordance with Section 12.2 that provides instructions to defer a specific amount of Compensation (including an affirmative election to defer no amount) as an Elective Deferral to the Plan. A Participant's Affirmative Election is generally effective as of the first payroll period which follows the payroll period in which the Participant made the Affirmative Election. However, a Participant may make an Affirmative Election which is effective: (a) for the first payroll period in which he or she becomes a Participant if the Participant makes an Affirmative Election within a reasonable period following the Participant's becoming eligible to make Elective Deferrals and before the Compensation to which the Election applies becomes currently available; or (b) for the first payroll period following the effective date of the Automatic Contribution Arrangement if the Participant makes an Affirmative Election not later than the Automatic Contribution Arrangement's effective date. 1.9 "Alternate Payee" means an alternate payee pursuant to a qualified domestic relations order that meets the requirements of Code 414(p) "Anniversary Date" means the last day of the Plan Year "Annuity Starting Date" means, with respect to any Participant, the first day of the first period for which an amount is paid as an annuity, or, in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitles the Participant to such benefit "Automatic Contribution Arrangement" means the Automatic Deferral provisions described by Section 12.2 and, if applicable, Section "Automatic Deferral" means the amount (if any) that a Participant is deemed to defer in accordance with an Automatic Contribution Arrangement. The effective date of an Employee's Automatic Deferral will be as soon as practicable after the Employee is subject to Automatic Deferrals described by Section 12.2(b) or 12.9, consistent with (a) applicable law, and (b) the objective of affording the Employee a reasonable period of time after receipt of the notice to make an Affirmative Election (and, if applicable, an investment election). All Automatic Deferrals constitute Elective Deferrals "Beneficiary" means the person (or entity) to whom all or a portion of a deceased Participant's interest in the Plan is payable, subject to the restrictions of Sections 6.2 and "Catch-Up Contribution" means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following: (a) a statutory dollar limit on Elective Deferrals or "annual additions" as provided in Code 401(a)(30), 402(h), 403(b), 408, 415(c), or 457(b)(2) (without regard to Code 457(b)(3)), as applicable; or (b) any Plan limit on Elective Deferrals other than a limit described in (a) above; or the limit imposed by the ADP test under Code 401(k)(3) which Excess Contributions would otherwise be distributed pursuant to Section 12.5(b) to a Highly Compensated Employee who is a Catch-Up Eligible Participant. Catch-Up Contributions for a Participant for a Participant's taxable year may not exceed the dollar limit on Catch-Up Contributions under Code 414(v) for the Participant's taxable year. The dollar limit on Catch-Up Contributions under Code 414(v)(2)(B)(i) was $5,000 for taxable years beginning in After 2006, the $5,000 is adjusted by the Secretary of the Treasury for cost-of-living increases under Code 414(v)(2)(C). Any such adjustments shall be in multiples of $500. Notwithstanding the preceding, different dollar limits apply to Catch-Up Contributions under SIMPLE 401(k) plans. 2 pg 22 of

23 1.16 "Catch-Up Eligible Participant" means a Participant who: (a) is eligible to make Elective Deferrals to the Plan pursuant to Section 12.2; and (b) will attain age 50 or older by the end of such taxable year "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time "Compensation" means, with respect to any Participant, the amount determined in accordance with the following provisions, except as otherwise provided in the Adoption Agreement. (a) Base definition. One of the following, as elected in the Adoption Agreement: (1) Information required to be reported under Code 6041, 6051 and 6052 (Wages, tips and other compensation as reported on Form W-2). Compensation means wages, within the meaning of Code 3401(a), and all other payments of compensation to an Employee by the Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the Employee a written statement under Code 6041(d), 6051(a)(3) and Compensation must be determined without regard to any rules under Code 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code 3401(a)(2)). (2) Code 3401(a) Wages. Compensation means an Employee's wages within the meaning of Code 3401(a) for the purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code 3401(a)(2)). (3) 415 safe harbor compensation. Compensation means wages, salaries, for Plan Years beginning after December 31, 2008, Military Differential Pay, and fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements, or other expense allowances under a nonaccountable plan (as described in Regulation (c))), and excluding the following: (i) Employer contributions to a plan of deferred compensation which are not includible in the Employee's gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are excludable from the Employee's gross income, or any distributions from a plan of deferred compensation; (ii) Amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (iii) Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (iv) Other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary deferral agreement) towards the purchase of an annuity contract described in Code 403(b) (whether or not the contributions are actually excludable from the gross income of the Employee). (b) Earned Income for Self-Employed Individual. Notwithstanding the foregoing, Compensation for any Self-Employed Individual shall be equal to Earned Income. Furthermore, the contributions on behalf of any "owner-employee" shall be made only with respect to the Earned Income for such "owner-employee" which is derived from the trade or business with respect to which such Plan is established. For this purpose, an "owner-employee" means a sole proprietor who owns the entire interest in the Employer or a partner (or member in the case of a limited liability company treated as a partnership or sole proprietorship for federal income tax purposes) who owns more than ten percent (10%) of either the capital interest or the profits interest in the Employer and who receives income for personal services from the Employer. (c) Paid during "determination period." Compensation shall include only that Compensation which is actually paid to the Participant during the "determination period." Except as otherwise provided in this Plan, the "determination period" is the period elected by the Employer in the Adoption Agreement. If the Employer makes no election, the "determination period" shall be the Plan Year. (d) Inclusion of deferrals. Notwithstanding the above, unless otherwise elected in the Adoption Agreement, Compensation shall include all of the following types of elective contributions and all of the following types of deferred compensation: (1) Elective contributions that are made by the Employer on behalf of a Participant that are not includible in gross income under Code 125, 402(e)(3), 402(h)(1)(B), 402(k), 403(b), and 132(f)(4). However, regardless of any election in the Adoption 3 pg 23 of