The Helium 10 Epic Affiliate Incentives Program (the “Epic Bonus Program”) is an incentive reward program for Helium 10 Affiliates who attain tiered quantities of Qualifying Buyers in each month. Qualifying Affiliates can receive tiered incentive rewards as described in the “Bonus Tiers” section below for each month they are qualified.

Here are the details:

A. TERM

The Epic Program began on September 1, 2024 (“Effective Date”) and will affect all tiers and payout beginning November 1, 2024 and will continue month-to-month until Helium 10, at its sole and absolute discretion, terminates the Epic Program by providing written notice to its Affiliates via e-mail. These updated terms are effective as of the date first set forth above (the “Effective Date”) and supersede all prior terms associated with the Epic Program. The Previous Epic Program ended August 31, 2024.

Qualifying Affiliates will be subject to the updated Bonus Tiers (as defined in Appendix A) described herein for all bonus amounts payable on or after the Effective Date. Qualifying Affiliates are paid based on meeting the Bonus Tier two months prior. For example, a Qualifying Affiliate will be eligible to receive the Monthly Rate or One-Time Bonus (as defined in Appendix A) incentive in December 2024, applying the Bonus Tiers described herein, based on the number of Qualifying Subscriptions and/or New Subscriptions in November 2024.

B. QUALIFYING Subscription

A “Qualifying Subscription” is one which:

1. (1) An existing customer which was previously recruited by the qualifying Affiliate; and; (2) paid Helium 10 a minimum of $50.00 in the qualifying month.

Ex. Qualifying Subscription quantity in January is eligible for incentive in March.

C. New Subscription

A “New Subscription” is one which:

(1) A new customer recruited by the qualifying Affiliate in each month; and

(2) paid Helium 10 a minimum of $50.00 in the month

The New Subscription count is specific to each month and does not carry over. For example, new subscriptions obtained in February 2025

*PLEASE REFER TO THE BONUS TIERS DESCRIBED IN APPENDIX A*

Qualifying Affiliates may reach one of 10 bonus tiers (contained within APPENDIX A)

D. QUALIFYING FOR TIERS

("Tiers”) based on the total number of Qualifying Subscriptions and New Subscriptions of such Affiliate in the month. Qualifying for a tier does not lock in and/or guarantee an Affiliate that they will remain in the tier the following month. Both conditions, Qualifying Subscriptions and New Subscriptions, must be met to have the specific rate or bonus to pay.

F. PAYOUT DETERMINATION

Upon HELIUM 10’s determination that an Affiliate has complied with all of the terms set forth herein for a given month, the Affiliate will be deemed a “Qualifying Affiliate” for such month and will receive any applicable cash payment in the second month from the month in which the Affiliate meet is determined to be a Qualifying Affiliate (subject to the Affiliate’s satisfaction of the requirements set forth herein). As an example, only, with respect to an Affiliate’s eligibility in January, HELIUM 10 will decide with respect to such eligibility by the end of February, and the Qualifying

Affiliates will be entitled to receive any applicable rewards payment in March, so long as all other terms herein are satisfied.

This program shall continue unless HELIUM 10 (i) terminates its relationship with the Qualifying Affiliate, (ii) terminates the Epic Program, or (iii) determines that such person is otherwise ineligible pursuant to the terms of this Agreement.

If a Qualifying Affiliate loses his or her eligibility for the Epic Program in any month, the Affiliate may re-qualify in a subsequent month upon compliance with all the provisions and terms and conditions set forth herein. For clarity, such re-qualification will not make a Qualifying Affiliate eligible to receive any one-time bonus reward previously achieved by such Qualifying Affiliate.

As noted above, HELIUM 10 may terminate the Epic Program at any time by providing written notice to any affected Affiliates, which may be by e-mail to the addresses HELIUM 10 has on file. The month in which such termination notice is sent to Affiliates will be the final month of the Epic Program.

All determinations regarding an Affiliate’s eligibility for the Epic Program and satisfaction of the requirements set forth herein shall be made by HELIUM 10 in its sole and absolute discretion and shall be final and binding on Affiliates.

G. TERMS AND CONDITIONS

The following Terms and Conditions also apply to the Epic Program:

1. AGREEMENT; PARTIES. These Terms and Conditions, together with the other provisions above, may be collectively referred to herein as the “Agreement”. All references to “HELIUM 10” herein mean and refer to PIXEL LABS LLC, doing business as HELIUM 10 and, to the extent any provisions inure to the benefit of such parties, PIXEL LABS’ owners, members, managers, parent, affiliated entities and employees. All references to “Qualifying Affiliate” hereunder mean and refer to a HELIUM 10 affiliate who has executed this Agreement and who has qualified for a bonus Tier, as determined by HELIUM 10 in its sole discretion and in accordance with this Agreement. HELIUM 10 and Qualifying Affiliate are each referred to herein as a “Party” and collectively as the “Parties.”

2. EVENTS TRIGGERING INELIGIBILITY. The following actions, which are not exclusive, may cause an Affiliate to be ineligible for a bonus Tier, the failure to comply with the requirements described in this Agreement,

4. RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS. Qualifying Affiliate hereby grants HELIUM 10 permission to use any and all photographs submitted by Qualifying Affiliate to HELIUM 10 (hereinafter “Photographs”) in any media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of HELIUM 10, the Epic Program, or for any product or services sold and marketed by HELIUM 10. Qualifying Affiliate agrees that this authorization to use Photographs may be assigned by HELIUM 10 to any other party. Qualifying Affiliate agrees that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in HELIUM 10’s sole discretion. Qualifying Affiliate agrees not to charge a royalty or fee, and not to make any other monetary assessment against HELIUM 10 in exchange for this release and assignment. Qualifying Affiliate hereby releases and forever discharges HELIUM 10 from all liability and from any damages Qualifying Affiliate may suffer because of the use of the Photographs. Qualifying Affiliate further acknowledges and agrees that this release is binding upon Qualifying Affiliate’s heirs and assigns. Qualifying Affiliate agrees that this release is irrevocable. Qualifying Affiliate agrees that he/she will have all rights in and to any Photographs (including copyrights) to grant HELIUM 10, the rights described herein.

5. INTELLECTUAL PROPERTY. HELIUM 10 retains all rights, title and interest in all intellectual property related to or associated with HELIUM 10 and the Epic Program, including logos and other trademarks. HELIUM 10 grants Qualifying Affiliates a limited,

non-assignable, revocable, non-exclusive license to use such logos and trademarks, but only to the extent necessary for the Qualifying Affiliate to participate in the Epic Program and for no other purpose. Each Qualifying Affiliate understands and agrees that the Epic Program does not constitute a transfer or assignment of any intellectual property rights from or by HELIUM 10.

7. INDEMNITY. Qualifying Affiliate agrees to protect, defend, indemnify and hold harmless HELIUM 10, its officers, directors, employees, owner(s), and parent company(ies) from and against all claims, demands, and causes of action of every kind and character without limit arising out of Qualifying Affiliate’s participation, or attempted participation, in the Epic Program.

8. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, HELIUM 10 WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY QUALIFYING AFFILIATE’S PARTICIPATION IN THE EPIC PROGRAM, INCLUDING DAMAGES ARISING

OUT OF CHANGES TO OR TERMINATION OF THE EPIC PROGRAM. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL HELIUM 10’s

LIABILITY TO ANY QUALIFYING AFFILIATE FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNTS ACTUALLY PAID TO SUCH

AFFILIATE UNDER THE EPIC PROGRAM IN THE IMMEDIATELY PRECEDING 3 MONTHS PRIOR TO ANY EVENT GIVING RISE TO SUCH LIABILITY.

QUALIFYING AFFILIATE WAIVES ANY RIGHT TO SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR DESCRIPTION. TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS ON HELIUM 10’S LIABILITY SET FORTH HEREIN SHALL APPLY WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, OR WHETHER IN TORT, CIVIL LIABILITY BY WAY OF NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BY AGREEING TO THESE TERMS, EACH AFFILIATE WILLINGLY AGREES THAT HE/SHE HAS RELINQUISHED HIS/HER RIGHT TO SEEK THESE DAMAGES FROM HELIUM 10 AND THAT THIS IS A REASONABLE ALLOCATION OF RISK.

9. FORCE MAJEURE. HELIUM 10 shall not be responsible to Qualifying Affiliate for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, pandemics, or any other causes (except financial) beyond the control of HELIUM 10. Delays due to any Force Majeure Event shall not be deemed a breach of or failure to perform under this Agreement by HELIUM 10.

10. INDEPENDENT CONTRACTOR. Qualifying Affiliate shall be deemed an independent contractor with respect to HELIUM 10. It is the express

understanding and intention of the Parties that no relationship of master and servant, employer and employee, principal and agent or partnership shall exist between HELIUM 10 and Qualifying Affiliate by virtue of the Epic Program.

11. VENUE AND ATTORNEYS’ FEES. Any claim or grievance of any kind, nature or description between Qualifying Affiliate and HELIUM 10, including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in the Federal courts located in the Central District of California. HELIUM 10 and Qualifying Affiliate agree that in the event of any dispute between them, each Party shall bear its own costs and attorneys’ fees, regardless of which Party, if either of them, is deemed the prevailing Party.

12. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of California without regard to any choice of law provisions.

13. ENTIRE AGREEMENT. the requirements of the Epic Program set forth above and these Terms and Conditions represent the entire agreement between the parties and supersede any other written or oral agreement between the Parties as pertaining to the Epic Program, including any versions of the Epic Program terms in effect prior to the Effective Date.

14. MODIFICATION/AMENDMENTS. The requirements of the Epic Program and these Terms and Conditions may be modified by HELIUM 10 at any time, with or without prior notice to Affiliates. No amendment to the requirements of the Epic Program or these Terms and Conditions shall be valid unless authored or signed by HELIUM 10.

15. NO WAIVER. No waiver by Helium 10 of any of the Terms and Conditions or provisions of this Agreement shall be effective unless the waiver is in writing and signed by HELIUM 10.

16. NOTICE. Any notice required under the Epic Program shall be given to HELIUM 10 in writing, addressed as follows:

Pixel Labs LLC dba Helium 10

500 Technology Dr. Suite 450

Irvine CA 92618

17. SEVERABILITY. In the event any provision of the Epic Program or these Terms and Conditions is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and these Terms and Conditions, as so modified, shall continue in full force and effect.

18 NO ASSIGNMENT. The Epic Program and any rights arising thereunder cannot be assigned by Qualifying Affiliate without HELIUM 10’s express written consent.

19. TAX. All taxes, fees and surcharges on any rewards described herein shall be the sole responsibility of Qualifying Affiliate. Qualifying Affiliate shall indemnify HELIUM 10 for any claims or demands for failure to report or remit taxes due by him/her for bonuses paid under the Epic Program.

APPENDIX A

Epic Affiliate Incentive Program Payout Tiers

Reward Tier Schedule

1. Engaged Partner 10 Qualified subscribers would be a 1-time cash bonus of $500

2. Silver Tier: 20 Qualified subscriber 1 time cash bonus of $1000

3. Gold Tier: 40 Qualified Subscribers + 5 new Subscribers Equal to $300 Monthly

4. Platinum 75 Qualified Subscribers + 10 new Subscribers Equal to $500 Monthly

5. Diamond Tier: 100 Qualified Subscribers + 10 new Subscribers Equal to $650/Monthly

6. Emerald Tier: 200 Qualified Subscribers + 20 New Subscribers Equal to $750 Month

7. Epic Tier: 300 Qualified Subscribers + 30 New subscribers Equal to $1000 Monthly Bonus

8. Icon: 400 Qualified Subscribers + 50 new Subscribers Equal to $1,500 Monthly Bonus

9. Legendary Tier: 500 qualified Subscribers + 100 New Subscribers Equal to $2000 Monthly Bonus

10. 1k Club Tier: 1,000 Qualified Subscribers + 200 New Subscribers Equal to $4000 Monthly Bonus

*All bonus Tiers shall be subject to the terms of the Agreement.