Terms & Conditions for the

Epic Experience and

Dream Car Program

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Terms & Conditions for the

Epic Experience and

Dream Car Program

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Below please give your legal first and last name as well as the email address associated with your Helium 10 Affiliate account. By clicking "Opt-In" on the bottom of the page and submitting the form, you are agreeing to the terms stated above. Submitting your information and clicking the "Opt-In" button is the equivalent to signing this contract and is therefore binding. Please make sure to thoroughly read the terms and conditions before agreeing to the terms.

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Terms & Conditions

Helium 10 - Epic Affiliate Incentives Program

Please give your legal first and last name as well as the email address associated with your Helium 10 Affiliate account. By clicking "Opt-In" and submitting the form, you are agreeing to the terms stated above. Submitting your information and clicking the "Opt-In" button is the equivalent to signing this contract and is therefore binding. Please make sure to thoroughly read the terms and conditions before agreeing to the terms.

The Helium 10 Epic Affiliate Incentives Program (the “Epic Program”) is an incentive reward program for Helium 10 Affiliates who attain tiered quantities of Qualifying Buyers in a given 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 October 7th, 2019 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.

Qualifying Affiliates will be subject to the updated bonus tiers described herein for all bonus amounts payable on or after the Effective Date, including with respect to months completed prior to the Effective Date. For example, a Qualifying Affiliate will be eligible to receive a bonus incentive in April 2022, applying the bonus tiers described herein, based on the number of Qualifying Buyers of such Qualifying Affiliate in February 2022.

B. QUALIFYING BUYERS

A “Qualifying Buyer” is one which:

was recruited by the qualifying Affiliate; and

paid Helium 10 a minimum of $50.00 in the month immediately preceding the month in which the bonus payment is made; and

renews with Helium 10 for at least one (1) month after its initial month as a customer.

Ex. Qualifying Buyer quantity in January is eligible for program incentive in March.

C. BONUS TIERS

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

Qualifying Affiliates may reach one of 9 bonus tiers (contained within APPENDIX A)

(“Tiers”) based on the total number of Qualifying Buyers of such Affiliate in the month immediately preceding the month in which a bonus is determined. Affiliates will only be entitled to receive an incentive reward from the highest bonus Tier in which they qualify in a given month and will not receive any lower level rewards for that month, and subject to certain Tiers constituting “one-time” bonuses as described below. Notwithstanding the foregoing, Helium 10 may in its sole discretion continue to provide the Helium 10 Diamond Plan associated with the H10 PR Package Tier to certain Qualifying Affiliates even after they have qualified for a higher bonus Tier, but Helium 10 shall be under no obligation to do so.

D. QUALIFYING EXPERIENCES, VEHICLES AND OTHER BONUSES

To receive incentive rewards for the Gold and Diamond Tiers of the Epic Program, the Affiliate must provide Helium 10 with a receipt of any qualifying Indulge, Explore, Empower Experience as set forth in Appendix A, in each case purchased or booked after the date in which the Affiliate qualifies for the reward. Such receipt must be submitted within 30 days after the completion of the applicable Indulge, Explore, Empower Experience, in which case Helium 10 will reimburse the Affiliate for such experience, up to the amounts provided in Appendix A, within 30 days after submission. Any Indulge, Explore, Empower Experience will be deemed a “Qualifying Indulge, Explore, Empower Experience” on a case by case basis, subject to Helium 10’s sole and absolute discretion. Affiliates may also defer reimbursement under the Gold and Diamond Tiers for up to 3 months in order to aggregate 3 months of rewards for a given experience. The maximum amount that any Affiliate will be able to apply to a given Indulge, Explore, Empower Experience will be the reimbursable reward amounts for 3 consecutive months within the Epic Program. If an Indulge, Explore, Empower

Experience is not purchased or booked within 3 months following any month in which the Affiliate qualifies for such reimbursement under the Gold or Diamond Tiers, the reward for that month will terminate.

To qualify for the Emerald, Epic, Icon, or Legendary Tiers of the Epic Program, the Affiliate must own or lease a luxury sedan, sports-car or Crossover or SUV year 2018 or newer (with such required year to be updated by one on January 1 of each year following the Effective Date (i.e., on January 1, 2023, the year requirement will change to 2019 and so on)) from one of the following automotive brands: Alfa Romeo, Aston Martin, Acura, Audi, Bentley, BMW, Cadillac, Chevrolet, Dodge, Ford, Infiniti, Jaguar, Lexus, Maserati, Nissan, Toyota, Porsche, Tesla. Special consideration will be

given to “supercars,” which include Lamborghini, Ferrari, and Rolls Royce vehicles. Any incentive reward eligible vehicle will be deemed a “Qualifying Vehicle” on a case-by-case basis, subject to Helium 10 sole and absolute discretion. The Affiliate will be required to submit the make, model, year, estimated resale value, photographs of the vehicle, and a description of any significant modifications.

The Affiliate will be required to provide Helium 10 with a copy of the vehicle title showing the Affiliate as an owner, or a copy of the lease agreement showing the Affiliate as a lessee and the amount of any monthly lease or financing payments owing by the Affiliate for such Qualifying Vehicle.

Any Affiliate that qualifies for the Emerald, Epic, Icon or Legendary Tiers of the Epic Program will be entitled to receive a cash payment up to the amounts described in Appendix A for such Tier; provided that the specific amount that such Affiliate will be entitled to receive will in no way exceed the monthly financing or lease payments payable by such Affiliate for his/her Qualifying Vehicle.

Any Affiliate that qualifies for the Silver or Platinum Tier will be entitled to receive a one-time cash payment up to the amounts described in Appendix A for such Tier upon submission of a receipt for any purchases of Apple, Microsoft or Amazon products, or purchases made through Apple, Microsoft or Amazon platforms or services, in each case within three months following the month in which the Affiliate qualifies for such bonus.

Any Affiliate that qualifies for the H10 PR Package will be entitled to receive a one-time cash payment in the amount described in Appendix A, a one-time delivery of a Helium 10 t-shirt, and enrollment in a Helium 10 Diamond Plan.

The Silver and Platinum Tiers of the Epic Program, plus the cash and t-shirt components of the H10 PR Package, are “one-time” bonuses, such that once an Affiliate has achieved such Tier, the Epic Program shall thereafter apply to such Affiliate as if such Tier (or element thereof) does not exist. Under no circumstances can an Affiliate achieve the Silver or Platinum Tiers, or the cash and t-shirt components of the H10 PR Package, more than once.

E. HELIUM 10 LOGO + PHOTOGRAPHS

For Diamond and Gold Tiers, the Affiliate must submit 3 high quality photos for every Qualifying Indulge, Explore, Empower Experience wearing a Helium 10 t-shirt showing their Epic experience (Qualifying Affiliates will be provided 2-3 t-shirts upon qualifying).

For Emerald, Epic, Icon and Legendary Tiers, the Qualifying Affiliate must submit the following photographs to Helium 10:

(1) Five photographs of the Qualifying Vehicle;

(2) The photographs must depict the vehicle from the front, sides, and rear. At least one photo must feature the Affiliate in a Helium 10 t-shirt next to the car.

F. BONUS

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 month immediately following the month in which the Affiliate 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 make a determination with respect to such eligibility by the end of February, and the Qualifying

Affiliate will be entitled to receive any applicable rewards payment in March, so long as all other terms herein are satisfied. Of course, any Qualifying Affiliate in the Gold or Diamond Tiers will receive reimbursement for Qualifying Indulge, Explore, Empower Experience in the manner provided under Section D above, and any Qualifying Affiliate in the one-time Silver or Platinum Tiers will receive reimbursement for qualifying Apple, Microsoft or Amazon purchases in the manner provided under Section D above.

The amount of any applicable bonus will be as described under Section C and Appendix A, and will be in addition to any other commission, bonus, or payment to which the Qualifying Affiliate is eligible to receive outside of the Epic Program. Once deemed a Qualifying Affiliate, such person will be automatically deemed a Qualifying Affiliate for each successive month that he/she maintains the minimum number of Qualifying Buyers for any applicable tier as identified in Appendix A and as provided herein (other than the Silver and Platinum Tiers, and the cash/t-shirt component of the

H10 PR Package, which are one-time bonuses as provided herein), unless HELIUM 10 (i) terminates its relationship with the Qualifying Affiliate, (ii) terminates the Epic Program, (iii) determines that for Emerald, Epic, Icon or Legendary tiers, the Affiliate’s Qualifying Vehicle has been forfeited, lost, damaged, or modified so that it no longer meets the requirements for a “Qualifying Vehicle”, or (iv) determines that such person is otherwise ineligible pursuant to the terms of this Agreement.

In the event that 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 of 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.

HELIUM 10 may require an Affiliate to provide confirmation of his/her ownership or leasehold interest in the Qualifying Vehicle or photographs of the Qualifying Vehicle at any time, in HELIUM 10 sole and absolute discretion.

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. For Emerald, Epic, Icon and Legendary Tiers, HELIUM 10 will pay any rewards with respect to such final month within 31 days following the end of such final month. For Gold and Diamond Tiers, HELIUM 10 will reimburse a Qualifying Affiliate for any Qualifying Indulge, Explore, Empower Experience booked and submitted within 30 days following the end of such final month, in which case HELIUM 10 will pay the reimbursable amount within 30 days thereafter. For Silver and Platinum Tiers, HELIUM 10 will reimburse a Qualifying Affiliate for qualifying Apple, Microsoft or Amazon purchases made and submitted within 30 days following the end of such final month, in which case HELIUM 10 will pay the reimbursable amount within 30 days thereafter. All such rewards will be subject to the other terms 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, notwithstanding that the Affiliate may otherwise qualify: any material changes to or defects in a Qualifying Vehicle subsequent to or not depicted in any photograph provided by the Affiliate to HELIUM 10; the intentional or unintentional destruction or modification of the Qualifying Vehicle; the failure to comply with the requirements described in this Agreement, including the requirement to provide photographs of the Qualifying Vehicle as described above; the Affiliate’s loss of title to, or breach of a lease for, a Qualifying Vehicle.

3. RELEASE RELATING TO SPOUSE. Each Qualifying Affiliate hereby represents that any spouse or domestic partner of any Qualifying Affiliate, and any other person having an interest in any Qualifying Vehicle, has consented to the Qualifying Affiliate’s participation in the Epic Program, that Helium 10 shall have no liabilities to any such party by virtue of, or in any way relating to, Qualifying Affiliate’s participation in the Epic Program. EACH QUALIFYING AFFILIATE SHALL INDEMNIFY AND HOLD HARMLESS HELIUM 10 FROM ANY LIABILITIES OR OBLIGATIONS TO ANY SPOUSE OF A QUALIFYING AFFILIATE THAT MAY ARISE BY VIRTUE OF, OR THAT IS ANY WAY RELATED TO, QUALIFYING AFFILIATE’S PARTICIPATION IN THE PROGRAM.

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 any and all liability and from any damages Qualifying Affiliate may suffer as a result 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) in order to grant HELIUM 10 the rights described herein.

5. INTELLECTUAL PROPERTY. HELIUM 10 retains all right, title and interest in any and all intellectual property related to or associated with HELIUM 10 and the Epic Program, including, without limitation, logos and other trademarks that may appear as advertising in connection with any Qualifying Vehicle or Indulge, Explore, Empower Experience. 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.

6. HELIUM 10 DISCLAIMS LIABILITY FOR THE QUALIFYING VEHICLE AND INDULGE, EXPLORE, EMPOWER EXPERIENCES. Qualifying Affiliate

understands and agrees that HELIUM 10 has no responsibility for negotiating, purchasing, leasing, or making payments on any vehicle owned or leased by Qualifying Affiliate. Qualifying Affiliate is solely responsible for purchasing, leasing, making payments on, and operating any Qualifying Vehicle. Qualifying Affiliate is solely responsible for any losses or damages relating to his/her use, ownership or operation of any Qualifying Vehicle. HELIUM 10 urges you not to enter a lease or purchase agreement unless you are completely confident you can comply with the terms and conditions of such lease or purchase agreement without any Dream Car Bonus. You should be completely prepared for the financial responsibility attached to the vehicle, in the event the Dream Car Bonus is temporarily or permanently unavailable to you.

HELIUM 10 shall in no way be responsible for or have any liability with respect to any Indulge, Explore, Empower Experience purchased by Qualifying Affiliate, or any other products or services that are reimbursable under the Epic Program.

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. Qualifying Affiliate’s indemnity obligation includes, but is not limited to, any third party claim against HELIUM 10 for liability for payments for damages caused by, or other liability relating to, a Qualifying Vehicle or in connection with any Indulge, Explore, Empower Experience. Client’s indemnity obligation also includes, but is not limited to, any claim for personal injury or death sustained by any person that is any way related to a Qualifying Vehicle.

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 to be 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

Reward Tier Schedule*

H10 PR PACKAGE – Enrollment in the Helium 10 Diamond Plan (currently valued at $249), a one-time $300 cash bonus, and a one-time delivery of a Helium 10 t-shirt. Affiliates must have a minimum of 10 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the H10 PR PACKAGE bonus.

SILVER TIER - A one-time $500 shopping spree for Apple, Microsoft or Amazon products or services. Affiliates must have a minimum of 20 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the SILVER TIER bonus.

GOLD TIER - $300 towards Indulge, Explore or Empower Experiences**. Affiliates must have a minimum of 40 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the GOLD TIER bonus.

PLATINUM TIER - A one-time $500 shopping spree for Apple, Microsoft or Amazon products or services. Affiliates must have a minimum of 75 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the PLATINUM TIER bonus.

DIAMOND TIER - $500 Towards Indulge, Explore or Empower Experiences**. Affiliates must have a minimum of 100 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the DIAMOND TIER bonus.

EMERALD TIER - up to $700 Towards a Dream Car lease or financing. Affiliates must have a minimum of 200 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the EMERALD TIER bonus.

EPIC TIER - up to $1,000 Towards a Dream Car lease or financing. Affiliates must have a minimum of 300 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the EPIC TIER bonus.

ICON TIER - up to $1,500 Towards a Dream Car lease or financing. Affiliates must have a minimum of 400 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the ICON TIER bonus.

LEGENDARY TIER - up to $2,000 Towards a Dream Car lease or financing. Affiliates must have a minimum of 500 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the LEGENDARY TIER bonus.

1K Club - up to $4,000 Towards a Dream Car lease or financing. Affiliates must have a minimum of 1,000 Qualifying Buyers in any month immediately preceding the month in which a bonus payment is determined to qualify for the 1K Club bonus.

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

**Indulge, Explore, Empower Experiences include the following, subject to determination in each instance by HELIUM 10 through its designated Affiliate Managers:

- Indulge: Spa Day, Date Night, Hotel Room, Shopping Spree, Restaurant

- Explore: Skydiving, Snorkeling, Zip Lining, Hiking

- Empower: Buy a Course, Use Adtomic, Pay for Conference, Donate to Charity

For clarity, the Indulge, Explore, Empower Experiences are intended to be meaningful experiences and not simply reimbursement for routine expenses and the like. As noted above, determinations as to the qualification of an Indulge, Explore, Empower Experience will be made by Helium 10, through its designated Affiliate Managers, in their sole and absolute discretion.