MASTER SAAS/CLOUD AND CONSULTING SERVICES AGREEMENT

This Master SaaS/Cloud Services and Professional Services Agreement and attached exhibits (collectively, the “Agreement”) is entered into
by and between Nexxverse LLC. (doing business under “Nexxverse”) with a place of business at 3232 McKinney suite 500 Dallas Texas
75204 and Dalkia (“Customer”) with a place of business at
and sets forth the terms and conditions under which Customer licenses Nexxverse’s development ,smart cities security, training and SaaS
and/or Hosting Services and/or orders Nexxverse’s consulting services, as applicable. In the event of a conflict between the terms and
conditions in this Agreement and a Quote/Order or SOW, the terms and conditions of the Quote/Order or SOW, as applicable, will control.
In consideration of the mutual promises contained herein, Nexxverse and Customer hereby agree to the terms set forth in this Agreement.

By signing below, the parties have caused this Agreement to be duly executed by their respective authorized representatives, effective as of

5/15/2024

Nexxverse, LLC Dalkia

Signature:__________________________________ Signature:_______________________________________

Title: Title:

Date: Date:

Exhibit A: General Terms and Conditions Exhibit

B: Cloud/SaaS Terms and Conditions

Exhibit C: Consulting Services Terms and Conditions Schedule

A - Definitions

Schedule B - Nexxverse Cloud/SaaS Security and Support

Schedule C – Software Development

Document Scope of Work – Nexxverse Cloud

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 EXHIBIT A
General Terms and Conditions
These General Terms and Conditions (“Terms”) shall apply to the (i) Cloud Services and/or SaaS Services (collectively, “Hosting Services”)
provided by Nexxverse as specified in a quote or order agreement from Nexxverse or Nexxverse Reseller to Customer (“Quote”) and (ii)
consulting services described in one or more Statement (s) of Work (“SOW”) (“Consulting Services”, collectively with “Hosting Services”,
“Services”). Capitalized terms used in this Agreement but not defined in this Exhibit A shall have the meanings set forth in the applicable
Exhibits. In consideration of the mutual promises contained herein, Nexxverse and Customer hereby agree to the terms set forth in this
Agreement.

(1) Fees, Billing and Payment (g) Purchase Orders. Other than the line items that serve to
order the Services, in no event shall any other terms of any
(a) Fees. Customer shall pay Nexxverse the fees (e.g., the purchase order or other document issued by the Customer modify
set-up fees and the committed recurring fees) specified in the or become part of this Agreement or become binding on
Quote or the applicable SOW, as the case may be. Unless Nexxverse.
otherwise specified, all invoices are due thirty (30) calendar days
after the date of invoice. (2) Indemnification

(b) T&L. Unless otherwise expressly provided in a SOW, (a) Nexxverse’s Obligation to Indemnify Customer.
Customer shall reimburse Nexxverse for reasonable travel and Nexxverse, at its own expense, will defend any action brought
living expenses incurred by Nexxverse personnel in the against Customer based on a claim that any Deliverable Item(s)
performance of the Consulting Services. and/or Hosted Software infringes a United States patent, copyright
or trademark and, at its option, will settle any such action or will
(c) Overages. Nexxverse shall measure Customer’s usage pay any final judgment awarded against Customer, provided that:
of the Hosting Services (e.g., number of Users by User type, (i) Nexxverse shall be notified promptly in writing by Customer of
amount of inventory managed, or such other fee basis as is any notice of any such claim; (ii) Nexxverse shall have the sole
applicable to the Services purchased by Customer) on a monthly control of the defense of any action on such claim and all
basis. If the peak usage exceeds the quantity purchased, Customer negotiations for its settlement or compromise and shall bear the
shall be charged and shall pay the applicable monthly fee for such costs of the same (save where one or more of the exclusions in
excess usage. subsection (ii) of this Section applies); and (iii) Customer shall
cooperate fully at Nexxverse’s expense with Nexxverse in the
(d) Storage Overage. Nexxverse shall monitor Customer’s defense, settlement or compromise of such claim. This Section
Storage. In any month where Customer’s peak Storage exceeds states Nexxverse’s sole and exclusive liability, and Customer’s
the committed Storage amount, Customer shall be charged the sole remedy, for any and all claims relating to infringement of any
applicable fee(s) for the Storage overage according to the pricing intellectual property right.
schedule in the SOW.
(b) Nexxverse s Right to Act to Prevent a Claim. If a claim
(e) Taxes. Fees do not include sales, use, value added or any described in Section 2(a) hereof occurs or, in Nexxverse’s opinion,
other excise tax. Customer shall pay or (if paid by Nexxverse or may occur, Customer shall permit Nexxverse, at Nexxverse’s
Reseller) reimburse Nexxverse and/or Reseller for all such taxes. option and expense to: (i) procure for Customer the right to
continue using the Deliverable Item(s) or the Hosted Software
(f) Overdue Amounts. Amounts not paid when due shall through the Hosting Services; (ii) modify the Deliverable Item(s)
be subject to interest at one and one-half percent (1.5%) per month or Hosted Software so that it becomes non-infringing without
or, if less, the maximum rate of interest allowed by law, calculated materially impairing its functionality; (iii) accept return of the
from the due date. In addition, Nexxverse may suspend applicable Deliverable Item(s) and grant Customer a refund of any
Customer’s access to the Services in the event that Customer is fees paid to Nexxverse for such Deliverable Item(s) or (iv)
overdue in payments under this Agreement and does not make full Nexxverse terminates the Hosting Services and grants Customer a
payment of the amount owed within fifteen days after notice credit equal to the unused, prepaid Hosting Services fees paid for
thereof by Nexxverse. the applicable terminated portion of the Hosting Services. This
Section 2 states Nexxverse’s sole and exclusive liability, and

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Customer’s sole remedy, for any and all claims relating to (b) No party shall use any other party's confidential
infringement of any intellectual property rights. information for any purpose other than to exercise its rights and
perform its obligations under or in connection with this Agreement.
(c) Exclusions from Nexxverse’s Obligation to Indemnify
Customer. Nexxverse shall have no liability to Customer under (c) All personal data received or collected by Nexxverse in
Section 2(a) hereof or otherwise to the extent that any infringement connection with the performance of its obligations will be
or claim thereof is based upon: (i) use of the Deliverable Item(s) in processed in accordance with the Terms of Service and
combination with equipment or software not supplied hereunder Nexxverse’s Privacy Policy made available to the Client along
where the Deliverable Item(s) itself would not be infringing; (ii) with this Agreement. Customer acknowledges that Nexxverse is
use of the Deliverable Item(s) in an application or environment for part of a global company with global operations, and that personal
which it was not designed or not contemplated under this data may be processed outside Customer’s country. All such
Agreement; or (ii) modification of the Deliverable Item(s) or the transfers of personal data shall be in accordance with applicable
Hosted Software by anyone other than Nexxverse or its employees data privacy laws. Customer certifies that it has obtained any
or agents. personal data provided to Nexxverse in accordance with applicable
data protection laws and has obtained all required consents.
(d) Customer shall indemnify, hold harmless, and defend
Nexxverse and its Affiliates, and their respective directors, (4) Disclaimer of Warranty/Limitations of Liability
officers, employees, subcontractors, and agents (the “Supplier
Indemnitees”) from and against any Claims against any Supplier (A) Except as explicitly stated herein, nexxverse disclaims all
Indemnitee, as well as any liabilities, damages, or recoveries warranties, whether express or implied, written or oral, including
payable to a Third Party claimant and any reasonable attorneys’ any warranty of satisfactory quality, fitness for a particular purpose,
fees and costs of litigation incurred by a Customer Indemnitee in and/or non-infringement, and/or any warranty with respect to the
connection therewith, to the extent resulting from or arising out of security of the hosting services or that hosted data will not be
destroyed, lost, intercepted, or altered by unauthorized persons.
(a) Customer’s breach of any warranty or other provision of the Nexxverse does not warrant that the operation or other use of the
Agreement including claims related to any data provided by hosted software or deliverables will be uninterrupted or error free
Customer to Nexxverse; or (b) the negligence or intentional or will not cause damage or disruption to hosted data or
misconduct of Customer, its employees, subcontractors, officers, deliverables. Without limiting the foregoing, and with respect to
agents or representatives, except in each case to the extent caused the hosting services, customer will provide consent to implement
by the negligence or willful misconduct of any Supplier any security solution, device or feature. If customer does not
Indemnitee or Supplier’s breach of this Agreement. provide such consent in a timely manner, nexxverse will have no
liability arising from any security incident or data loss that would
(3) Confidentiality and Proprietary Information/Data have been prevented if customer had implemented a security
Procedures/Data Processing solution, device or feature including “patches,” fixes and updates)
provided or made available by nexxverse to customer
(a) All information disclosed by either party to the other in
connection with the Services and clearly identified as confidential (B) Except under specific warranties provided in exhibits b
or proprietary shall be safeguarded by the recipient from & c, nexxverse’s and its licensors’ maximum aggregate liability for
unauthorized disclosure to third parties to the same extent recipient all claims or liabilities arising hereunder or out of, or relating to,
safeguards its own proprietary or confidential information of like the creation, license, Supply, failure to supply or use of the
importance and in any event with not less than a reasonable degree consulting services or hosting services or otherwise relating to this
of care. All such confidential information may only be disclosed agreement, whether based upon warranty, contract, tort, or
to other party’s employees, officers, representatives, consultants or otherwise, shall not exceed the fees paid to nexxverse for the
advisers (including those of a party’s affiliated companies) who services during the twelve month period prior to the events that
need to know such information for the purpose of exercising its gave rise to the applicable claim. In no event shall nexxverse, its
rights or carrying out its obligations under this Agreement. subsidiaries or affiliates, its licensors or any of their directors,
However, neither party is responsible for safeguarding information officers, employees, subcontractors or agents be liable for indirect,
that is (i) publicly available, (ii) in its possession prior to the date special, incidental or consequential damages (including without
of this Agreement, (iii) obtained by it from third parties limitation, damages for loss of profits, business interruption, loss
without restriction on disclosure, or (iv) developed of use of data and any loss caused by the interruption, termination
or failed operation of the internet, third party telecommunication
without reference to the confidential or proprietary
services or third party security features or systems), even if
information disclosed hereunder. nexxverse has been advised of the possibility of such damages.
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Customer agrees not to bring any suit or action against nexxverse
and/or its directors, officers, employees, subcontractors or agents
whatsoever more than one year after the cause of

(5) General (6) Fair Use Policy

(a) Governing Law and Jurisdiction. All disputes arising under Nexxverse provides multi-tenanted SaaS solutions and seeks to
this Agreement shall be governed by and construed in accordance ensure and maintain an optimal user experience. Nexxverse is
with the laws of the State of Texas, and (ii) all disputes arising committed to an up-front, published, simple, and transparent
under, out of, or in any way connected with this Agreement shall subscription pricing model. In order to ensure that the provision of
be litigated exclusively in the state or federal courts situated in our services is profitable, as well as fair we monitor technical usage
Dallas County, Texas and work according to a Fair Use Policy. This Fair Use Policy has
been created to prevent improper use of the software, so we can
(b) Force Majeure. Neither Party shall be in default of its offer all our customers an excellent user experience. The Fair Use
obligations to the extent its performance is delayed or prevented Policy for our SaaS solution comprise storage, traffic, emails and
by causes beyond its control, including but not limited to, acts of computing requirements – this includes for example file storage,
God, acts of Customer, staff unavailability due to circumstances database size, the amount of internal and external network traffic
beyond such party’s control. including web traffic, the number of emails sent from and received
by our servers, and the amount of database load and API load –
(c) Marketing. Customer agrees that while this Agreement is including CPU time, memory use and queue lengths across all
in effect, Nexxverse shall be authorized to identify Customer as a services.
Customer/end-user of Nexxverse software and services (as
applicable) in public relations and marketing materials. action Unless otherwise specified, Nexxverse does not charge extra costs
arises. The limitations and exclusions set forth in this section 4 when the tool is used reasonably and normally. When we
shall not apply to any claim in respect of death or personal injury determine the scope of Fair Use we take into account your contract,
if contrary to any applicable law the observed use of more than a hundred end-users, technical
advances and the current price rate of all necessary assets. We shall
(d) Notices. Notices under this Agreement shall be in adjust these values when there is reasonable cause. In general, this
writing and, if to Nexxverse, delivered to Nexxverse’s General will often mean expansion and raising of thresholds and reducing
Counsel, and if to Customer, to the address specified in the Quote. the cost of excessive use, as a result of lower costs of cloud storage
and cloud computing. We will inform you in a timely fashion,
(e) Assignment, Waiver, Modification. Customer may not when these changes affect your costs or use. When we detect
assign, transfer, delegate or sublicense any of Customer’s rights something out of the ordinary in your Nexxverse environment, we
or obligations under this Agreement without Nexxverse’s prior shall contact you to discuss the situation and potential alternatives
written consent. Any such attempted delegation, assignment, including but not limited to payment of additional license fees,
transfer or sublicense shall be void and a breach of this implementation of data safeguards, and/or revision of applicable
Agreement. terms

(f) Customer acknowledges it has had the opportunity to (7) Term and Termination
consult and review these terms and conditions with legal counsel
of choice prior to executing this Agreement. (a) These General Terms and Conditions shall remain in
effect as long as Nexxverse is providing Hosting Services and/or
(g) Entire Agreement; Severability. This Agreement, Consulting Services to Customer.
including any exhibits or schedules hereto, constitutes the entire
agreement between the parties, and supersedes all prior (b) These General Terms and Conditions shall survive any
discussions, representations, and understandings, with respect to termination of this Agreement.
the subject matter hereof. If any provisions of this Agreement, or
the application thereof, shall for any reason and to any extent be
determined to be invalid or unenforceable, the remaining
provisions of this Agreement will remain binding and enforceable,
and shall be interpreted so as best to reasonably effect the intent of
the parties and/or its directors, officers, employees, subcontractors
or agents for any reason whatsoever more than one year after the
cause of

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 EXHIBIT B

Nexxverse Cloud/SaaS Services Terms and Conditions (“Services Terms”)

Capitalized terms used in these Services Terms but not defined in the body of these Services Terms have the meanings set forth in Schedule
A.

(1) Documents Making Up This Agreement the applicable environment only for non-production purposes.

These Services Terms consists of the following documents: (b) Use of the Hosting Services. Customer may access and
use the Hosting Services only to the extent of authorizations
● The Quote acquired by Customer, as specified in the Quote. Customer is
responsible for use of the Hosting Services by all Users that
● The General Terms and Conditions
access the Hosting Services with Customer’s account credentials.
● The Cloud and SaaS Offering Specific Provisions Customer agrees to abide by the terms and conditions of the third-
and the Licensing Basis Document party Hosting Provider.

● Additional/Different Cloud/SaaS Terms (c) Use of Nexxverse Hosting Services. The Hosting
for Customers Outside of Services may not be used for unlawful, obscene, infringing,
the United States of America offensive or fraudulent content or activity. If there is a
complaint or notice of violation, use and access may be
● These Services Terms suspended until resolved. Customer shall not permit
any third party(ies) to: (i) use the Hosting Services, or
● The Nexxverse Services Security and Support
Document set forth on Schedule B.
permit them to be used, or for commercial time-sharing
or service bureau use; or (ii) copy, download or
For purposes of the Cloud and SaaS Offering Specific Provisions otherwise reproduce the Hosted Software in whole or
and the Nexxverse Services Security and Support Document the in part.
term “Services” shall mean “Hosting Services”. In the event of
conflict between the above documents, the documents higher in (3) Availability SLA
the list above shall supersede those lower in the list.
(a) Nexxverse shall monitor the availability of the Hosted
System 24/7. The availability of the production environment(s)
of the Hosting Services will be 99.5% of each calendar quarter,
(2) Hosting Services excluding Excused Downtime.

(b) Nexxverse’s and its licensors’ entire liability and

Customer’s exclusive remedy for any breach by Nexxverse of
(a) Hosting Services. During the Service Period Nexxverse
will: the obligation in Section 3(a) shall be to credit to Customer a
portion of its fees for the quarter during which such breach of
(i) manage the Hosted Software and the Hosted Data on the obligation occurred, which credit shall be equal to the fees
Hosted System and make it available to Customer via remote under this Agreement for such quarter multiplied by the
internet access, and (ii) allow Users to access and modify the Downtime Percentage. Such credit will be applied against any
Hosted Data, and store additional Hosted Data, through outstanding or future fees due under these Service Terms during
Customer’s use of the Hosted Software. If a Quote identifies a the then current Service Period. If Customer fails to make a
Service or environment as being “developer”, “development”, written request for a credit under this provision within ten
“sandbox”, “demo”, “evaluation” or similar non-production business days after the end of the applicable Transaction
service or environment, then Customer will use such Service or Outage, no credit shall be due to Customer.

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(4) Ownership shall not apply to information that Nexxverse is required to
disclose by law (but only to the extent of such required
Ownership of the Hosted Software and Hosting Services, any disclosure). Customer warrants and represents that it is the
related documentation, copies, modifications and derivatives of lawful owner of or has the requisite consent for use of its Hosted
the foregoing or documentation (in whole or in part), and all Data.
related copyright, patent, trade secret and other proprietary
rights, are and will remain the exclusive property of Nexxverse (6) NEXXVERSE API Clauses
and/or its licensors. Customer shall not and shall not attempt to
(a) reverse engineer the Hosted Software or derive its (a) API shall refer to any available Nexxverse
algorithms from its use; (b) created derivative works of the Application Programming Interface (“API”) and any
Hosted Software; or (c) authorize or permit a third party to accompanying or related documentation, source code,
access the Hosting Services using Customer issued logins or executable applications and other materials made available
passwords. All non-public information regarding the Hosted by Nexxverse, including, without limitation, through its
Software and its performance, including any analyses and applications and website. APIs allow Customer to access
benchmarking that Customer may perform, shall be deemed the Nexxverse sites and services and Nexxverse Content, to
confidential information of Nexxverse and Customer shall not develop Applications that integrate with or facilitate the use
disclose to any third party or use for any purpose other than of Nexxverse’ sites and services.
exercising its rights hereunder.
(b) Customer’s use of the Nexxverse’s API is
(5) Hosted Data permitted only for the purpose of facilitating or optimizing
Customer or Customer Users’ use of Nexxverse’ sites
(a) Unless otherwise agreed in an SOW, Nexxverse has no
and services.
ownership in all Hosted Data provided by Customer or
Customer’s users. Nexxverse shall take commercially
(c) Nexxverse grants Customer a non-
reasonable steps, or cause such commercially reasonable steps
exclusive, non-transferable, and non-sublicensable
to be taken, designed to prevent security breaches. Customer
license to use the API solely to develop, test and support
agrees that the Hosted Data will not include: (i) any
an integration of Customer’s application.
information, or documents or technical data that are classified,
Controlled Unclassified Information, ITAR controlled or (d) Nexxverse will provide you with Access
otherwise have been determined by the United States Credentials that permit Customer to access Nexxverse’s
Government or by a foreign government to require protection Customer-specific databases and applications. The
against unauthorized disclosure for reasons of national security Access Credentials are the property of Nexxverse and
(provided, however, that this restriction shall not apply with may be revoked if Customer share them with any third
respect to ITAR controlled data if the Quote so specifies), party (other than as allowed under this Agreement), if they
and/or (ii) any data that is “protected health information, are compromised, or if Nexxverse determines the API
including any medical, demographic, visual or descriptive calls to be adversely affecting the Nexxverse Services, if
information that can be used to identify a particular Customer violates any term of this Agreement, or if
patient/individual” and/or any other data subject to the U.S. Nexxverse terminates this Agreement.
“Health Insurance Portability & Accountability Act of 1996”
and regulations promulgated under that Act (collectively (e) Nexxverse will provide you with Access
“HIPAA”). Credentials that permit Customer to access Nexxverse’s
Customer-specific databases and applications. The
(b) Nexxverse shall treat all Hosted Data as confidential Access Credentials are the property of Nexxverse and
and shall only use the Hosted Data to (i) provide the Hosting may be revoked if Customer share them with any third
Services (including reporting to Customer on their use of the party (other than as allowed under this Agreement), if they
Hosting Services), (ii) monitor Customer’s use of the Hosting are compromised, or if Nexxverse determines the API
Services for security and technical support purposes and for calls to be adversely affecting the Nexxverse Services, if
validating Customer’s compliance and usage limitations, and Customer violates any term of this Agreement, or if
for purposes of otherwise complying with Nexxverse’s Nexxverse terminates this Agreement
obligations to Customer, and (iii) share with any Nexxverse
subcontractors who need to know such information in order to (7) Term and Termination
provide the Hosting Services, provided that they are bound by
similar confidentiality obligations. For purposes of clarity, (a) The initial Services Period and any renewal provisions
Nexxverse’s obligation to keep such Hosted Data confidential shall be as specified in the Quote. Either party may
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 terminate the Hosting Services if the other party (b) identify or make available a work-around or
breaches the terms set forth herein or in the Quote and alternative approach that achieves substantially the
fails to remedy such breach within thirty (30) days after same result or functionality; or, if Nexxverse fails
written notice thereof from the non-breaching party. to resolve as described in (a) or (b) above, then for
Nexxverse to terminate this Agreement and refund
(b) In case of early termination without cause, the Customer Customer the monthly or other recurring Service
will be charged early termination fees calculated as sixty fees paid by Customer for the period after the date
percent (60%) of the service fees for the remaining Customer reported such breach of warranty to
period. Nexxverse.

(c) Sections 5 through 8 shall survive termination or (9) Export

expiration of the Hosting Services.
Export. Customer hereby warrants and represents that neither
(d) Unless Customer notifies Nexxverse of cancellation 30 Customer nor any Users are listed on the U.S. Commerce
days before the end of term, Services will auto-renew at Department’s Denied Persons List, Entity List, or Unverified List,
the end of the term specified in the SOW for another the U.S. State Department’s Nonproliferation Sanctions List, or
term. the U.S. Treasury Department’s List of Specially Designated
Nationals and Blocked Persons or the Sectoral Sanctions
(8) Warranty Identifications (SSI) List (each a “List”, and collectively the
“Restricted Party Lists”). The Restricted Party Lists can be found
(a) Nexxverse warrants that the Hosted Software shall at: http://export.gov/ecr/eg_main_023148.asp Customer shall not
function substantially in accordance with the then export or re-export, directly or indirectly, or provide to any other
applicable documentation accompanying the person or entity for export or re-export, or provide access to, the
Hosted Software. In the event of any breach of this Hosting Services without first complying with all U.S. and
warranty, Nexxverse’s sole obligation, and applicable foreign export control regulations, including, without
Customer’s sole remedy, shall be for Nexxverse to limitation, obtaining any necessary export or re-export consent
use commercially reasonable efforts to (a) fix or from the U.S. Department of Commerce or other governmental
replace the Hosted Software so that it conforms to authority.
this warranty;

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 Schedule A - Definitions
“Cloud Services” means Nexxverse providing hosting services so that Customer may access the Hosted Software via the internet, along with
certain IT administration and application administration support services, as specified in this Agreement. For Cloud Services, the Customer
is purchasing (or previously purchased) the licenses for the Hosted Software (under a separate Nexxverse Customer Agreement or other
software license agreement between the parties) which are being made available to the Customer via the Hosted System, and the Customer
purchases support for such Hosted Software (either directly or as part of a subscription license).

“Designated Technical Support Personnel” means the technical contacts that are trained subject matter experts on the Hosted Software and
who have been identified in writing to Nexxverse by Customer.

The “Downtime Percentage” shall equal the result obtained by dividing (1) the aggregate number of minutes of Transaction Outages during
such quarter by (2) the aggregate number of minutes in such quarter.

“Excused Downtime” means any and all of the following:

● Force majeure events as Exhibit A of this Agreement.

● Data transmission failures outside the control of Nexxverse not caused by Nexxverse’s negligence or willful misconduct.
● Downtime resulting from applications developed for or by Customer that are running on or interacting with the Hosted System.
● Downtime resulting from third party software utilized by the Customer that is not Hosted System and/or third-party software
integrations developed by or for Customer.
● Downtime due to failure of the internet or failure of Customer’s network.
● Maintenance outages (including emergency maintenance outages), for which Nexxverse will endeavor to give Customer as much
notice as is reasonably practicable under the circumstances.

“Hosted Data” means the data transmitted to, loaded into, or stored in, the Hosted Software or on the Hosted System by Customer and Users
or otherwise through the use of the Hosted Software.

“Hosted Software” means the standard commercially available Nexxverse software solution for which Nexxverse is providing the Hosting
Services, as specified in the Quote.

“Hosted System” means the servers and computer network on which Nexxverse and/or its contractors provide Customer and other Nexxverse
Customers remote access to the Hosted Software and Hosted Data.

“Hosting Provider” means the third-party cloud hosting provider that Nexxverse will use to provide its SaaS Services for the Customer
including but not limited to AWS or Azure. These providers may have additional terms and conditions that apply to their services.

“Nexxverse” means, as applicable, Nexxverse, LLC

“SaaS Services” means Nexxverse providing SaaS services so that Customer may access the Hosted Software via the internet, along with certain
IT administration and application administration support services, as specified in this Agreement. For SaaS Services, the Customer does not
purchase (and has not previously purchased) the licenses for the Hosted Software being made available to the Customer as a service via the
Hosted System.

“Service Period” means the term that Nexxverse commits to perform the Hosting Services (i.e., the initial term and any renewal terms), per
Section 6 of these Services Terms.

“Storage” means the amount of disk storage used by the Customer across the applicable environment.

“Transaction Outage” means any period (measured in minutes) during which the Hosted System, and the connections for such servers to the
Internet, do not have adequate bandwidth capacity and speed to meet the peak demands of Users accessing the Hosted Software and Hosted
Data, resulting in such Permitted Users being denied access or experiencing unavailable or interrupted access due to lack of capacity or speed
of the Host Servers or of the Host Servers’ Internet connections, excluding Excused Downtime.

“User” means persons who are employees or consultants of either Customer or of a subcontractor, supplier, business partner, or Customer of
Customer, and whom Customer authorizes to access the Hosted Software and Hosted Data.

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 Schedule B - Nexxverse Cloud/SaaS Security and Support Document
This document is incorporated by reference into the Nexxverse Cloud/SaaS Services Terms and Conditions. All capitalized terms used in this
document are as defined in the Nexxverse Cloud/SaaS Services Terms and Conditions.

(1) Security

Nexxverse uses third party Hosting Providers’ that provide reasonable industry measures designed to protect the operating environment of the
Services and Hosted Software against unauthorized physical access and the threats of fire, power, temperature, humidity and other physical
forces.

(2) Additional Security Measures for Hosted Data

In addition to Hosting Providers’ protections, Nexxverse provides the following additional measures:

● Hosted Data transmitted to the Hosted System is encrypted.

● Hosted Data is stored on S3. Daily backups of the production system will be retained for at least one week, and a weekly backup will
be retained for at least one month.

● Services and Hosted Data are protected with several layers of security, including routing, service access separation, user access
control, and auditing.

● Nexxverse maintains controls consistent with the ISO 27001 framework.

● The Hosted Data is maintained in secure directories that require access authentication.

● Nexxverse performs daily backups of the Hosted Data in the production system. Hosted Data is stored on S3. Daily backups of the
production system will be retained for at least three months.

● NEXXVERSE maintains antivirus protection software on the Hosted System. In the event viruses, worms or similar problems are
determined to have infected the Hosted System, Nexxverse will use commercially reasonable efforts to restore the Hosted System as
quickly as reasonably possible.

In order to enhance data security, Customer is responsible for:

● Ensuring it uses utmost discretion in granting administrator privileges.

● Ensuring that its Users do not share their passwords and that such Users implement adequate password practices and safeguards.

● Designing, authoring, validating, and approving all custom reports.

● Ensuring and maintaining security of its systems and the machines that connect to and use the Hosted System, including
implementation of necessary patches and operating system updates.

The scope of the Services does not include any Customer security requirements beyond those set forth in the Nexxverse Cloud/SaaS Services
Terms and Conditions. Customer hereby agrees that it will not and will not engage or authorize any third party to, perform any penetration
testing of the Hosted System without obtaining Nexxverse’s prior written permission.

(3) Support

● Support Hours. Nexxverse’s technical staff is available for support and troubleshooting by email or phone 24x7 for Severity 1 and 2 issues.
For other issues, email the Customer’s Designated Technical Support Personnel, excluding public holidays and other Nexxverse-observed
holidays. E-mail inquiries and cases are accepted 24x7.

● Designated Employees. Customer’s Designated Technical Support Personnel shall be the only persons authorized to contact Nexxverse

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 via its support line in connection with Services. When Nexxverse provides notification of scheduled outages, Designated Technical
Support Personnel shall promptly relay such notification in a timely manner to all of Customer’s Users.

● Support Process. The support process begins when Customer notifies Nexxverse’s technical staff of an issue with which Customer requires
assistance and opens a case. Customer will provide the following information in order to ensure the issue may be correctly and efficiently
assessed and resolved: without limitation, the Customer name, case number and a detailed description of the issue. Nexxverse shall assign
a severity level to an issue upon initiation of the case based on the defined severity levels described below in this
document. Target resolution times are set forth below. Nexxverse shall determine, at its discretion, based on availability
of staff and experience, whether to allocate Customer’s case to a named individual. In order to ensure continuity of
service and professional call handling, Nexxverse shall use reasonable efforts not to reassign technical staff members
once they have been assigned to resolving a particular problem.

● Prioritization and Escalation. Nexxverse shall use commercially reasonable efforts to resolve each significant issue by providing a
Workaround, an object code patch or a specific action plan for how Nexxverse will address the issue, and an estimate of how long it will
take for the issue to be resolved. “Workaround” means a change in the procedures followed or that Customer supplies to avoid a problem
in the hosted environment without substantially impairing Customer’s use of the Hosted Software. A Workaround may be either temporary
or permanent in nature.

● New Releases. Cloud Services support shall only apply if and for so long as Customer’s underlying licenses of the Hosted Software are
current on Nexxverse Support. Subject to the exclusions set forth below, Services will include installation of New Releases of the Hosted
Software. In single-tenant environments, Nexxverse will coordinate the installation of the New Releases with Customer to reasonably
minimize disruption to Customer’s operations. However, Nexxverse will have no liability arising from any technical problem, security
incident or data loss that would likely have been prevented if a New Release and/or a patch, fix or update had been made but Customer
requested a delay in the implementation of the same. It is the Customer's responsibility to test and validate their custom developed, created,
or 3rd party applications in a test environment prior to moving them into production. This includes making any necessary modifications to
those applications to be supported with the New Release. “New Release” means updates and/or new releases to the Hosted Software that
Nexxverse elects to apply to the Hosted Software. The entitlement to New Releases is not included with Cloud Services unless Customer’s
underlying licenses are covered by a Nexxverse Support services plan.

● Maintenance Outage Delay. Within 24 hours of Nexxverse’s notice of a Maintenance outage, Customer may request in writing to
Nexxverse that such Maintenance outage be delayed due to extenuating Customer business needs; provided, that Nexxverse shall not be
required to delay any outage if such outage is required due to a security issue or to avoid the potential of an unplanned outage. In the event
that Nexxverse agrees to Customer’s request, such delay shall not exceed ten (10) business days.

● Exclusions. Unless otherwise stated, Services support does not include:

● Support on Customer’s site;

● Design, code development, break-fixes, or testing of integrations, customizations and/or modifications;

● Third party software included in the Services;

● Customer developed and/or owned applications;

● Issues caused by material changes to the configuration of the Hosted Software by Customer;

● Errors caused by Customer’s negligence or fault;

● Consulting or training services; or

● Responsibility for changes to or replacement of any Customer hardware that may be necessary to use the Hosted Software due
to a Workaround, fix or Hosted Software New Release.

In addition to the above exclusions, where Nexxverse is providing Cloud Services for licenses of the Hosted Software that Customer owns (as
opposed to SaaS Services), the support for the underlying licenses must be purchased by Customer under the License Agreement. If such
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licenses are not on an active support contract, Customer will not be entitled to such Support under this Agreement.

● Severity, Initial Response Times and Resolution Targets: Case severity levels and associated initial response and estimated resolution
times are as set forth below:

Initial Target
Severity Level Definition
Response Resolution Time*

A problem in the Hosted System that causes substantial downtime of

the Hosted System with no viable Workaround available. Generally,
requires 24X7 availability of Customer’s Designated Technical Support 30 Minutes 4 Hours
Severity 1 –
Personnel. Nexxverse will work 24X7 until the issue is resolved or the
Hosting Problem
Severity is lowered.

A problem in the Hosted System that results in the loss of critical

Severity 2 - functions of the Hosted Software or a limited number of Users
2 Hours 12 Hours
Hosting Problem
cannot access the Hosted Software via the Services.

A problem in the Hosted System that impacts Services operations

Severity 2 - and/or efficiency but Customer is still able to use the Hosted
12 Hours 24 Hours
Hosting Problem
Software. A Workaround is generally available.

Severity 4 - A technical question about the Services or the Hosted System that does 2 Business 5 Business
Hosting Problem not impact Customer’s use of the Hosted Software. Days Days

Note:-

- Severity 1 and Severity 2 problems can be communicated to Nexxverse by emailing at team@nexxverse.com

- Severity 3 and Severity 4 problems can be communicated to Nexxverse by emailing the designated technical support personnel.
* Target resolution times are measured from Nexxverse’s initial response and reflect the target resolution times for hosting problems
only, based on Nexxverse using diligent efforts to return Customer to production status.

(4) Uptime Percent Calculation

SLA’s are measured by attempting to access the Service from locations throughout the world. The Service access confirms front end (user
interface) and back end (database) availability. If the Service is accessible, it is considered up.

If the Service is not accessible, it is considered down. A Customer’s Service Uptime Percentage is calculated quarterly using the formula:

(Minutes in the Quarter – Minutes of Excused Downtime – Minutes of Unexcused Downtime) /

Uptime Percentage
(Minutes in the Quarter – Minutes of Excused Downtime)
Excused Downtime is a non-availability of the Service due to any of the causes listed below:

● Force majeure events.

● Data transmission failures outside the control of Nexxverse not caused by Nexxverse’s negligence or willful misconduct.

● Downtime resulting from applications developed for or by Customer that are running on or interacting with the Hosted System.

● Downtime resulting from third party software utilized by the Customer that is not Hosted System and/or third-party software
integrations developed by or for Customer.
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 ● Downtime due to failure of the internet or Customer’s network.

● Maintenance outages (including emergency maintenance outages), for which Nexxverse will endeavor to give Customer as much
notice as is reasonably practicable under the circumstances:

○ Downtime due to Hosting Provider failure.

○ Downtime due to Customer’s actions or OS/Application changes of the Hosted System not due to bugs in Software.

○ Downtime while Hosted Data is being restored.

(5) Backups

The table below lists the backups for all hosted Nexxverse instances (unless otherwise noted in the Customer’s contract) or specified in the
application specific Service Description.

Service Type Backup Frequency Backup Retention Duration

Local every 24 hours Local 30 days

Production
Remote replicated within 24 hours of the backup Remote 0 days

Non-Production (ex: Local every 24 hours Local 30 days

development, QA, training)
No remote backup None

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Local backups are stored at the same location as the running instance. Remote backups stored at a location outside of primary data center’s disaster
radius and are typically utilized for disaster recovery.

If the Service is terminated, data will be archived for 30 days from the date of termination. After the 30-day period, the data will be destroyed
and cannot be recovered. The Customer can request a copy of the archived data prior to or during the 30-day period. The request should be made
through email (with confirmation of receipt) to your Nexxverse Service Manager.

Recovered databases may contain URLs and file paths to locations within the Nexxverse Cloud that are no longer accessible by the Customer.

Data Recovery and Data Recovery Requests

Backup recovery is required when data is either corrupted or deleted; or for specific application/project requests. It should be noted that data
recovery can take anywhere from minutes to hours based on the type of data. A file can usually be restored quickly; however, a full database
may take hours.

For Production instances, data recovery will be considered a severity 1 event (loss of critical functionality or more than 10% of the Users
cannot access the Service) unless the Service is down and there is no viable workaround (severity 0). For non-Production instances, data
recovery will be considered a severity 3 event (Issue impacts operations and/or efficiency) and will be recovered during normal business
hours.

Customer Data Recovery Requests

Data recovery (restoration of backed up data or database usually due to accidental deletion) requires a special request and is not considered
part of normal Service delivery. The Service includes one Customer-initiated data recovery event per year. For each additional request, the
Customer will be charged standard Services rates.

Note: All Nexxverse Cloud initiated recoveries to manage delivery are included in the Service.

(6) Business Continuity and Disaster Recovery

A disaster scenario will be evaluated if the primary Service Delivery is down and is not expected to be restored within a minimum of 48 hours.
The actual Service downtime before declaring a disaster switchover will likely be greater than 24 hours.

The Disaster Recovery process is tested on a yearly basis by invoking the recovery plan for a representative test environment. The testing does
not introduce faults into the production environment, nor does it require downtime of production environments. The test is proctored by the
Disaster Recovery Group Lead.

The table below lists the Recovery Time and Point Objectives (RTO and RPO) and backups for all hosted Nexxverse instances (unless otherwise
noted in the Customer’s contract) or specified in the application specific Service Description. Disaster recovery only covers Production instances.

Systems Recovery Point Objective Recovery Time Objective

Production 24 hours 5 business days

Development, QA, others None None

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 EXHIBIT C

Consulting Services Terms and Conditions (“Consulting Terms”)

(1) Assignment of Nexxverse Personnel and Customer Participation

(a) Nexxverse reserves the right to (i) determine the assignment of Nexxverse personnel for performance of Consulting Services, (ii)
replace or reassign such personnel; and/or (iii) subcontract with qualified third persons for part or all of the performance of the Consulting
Services required under a Statement of Work. No person performing Services on behalf of Nexxverse hereunder shall be restricted or
prevented from performing services for others that are similar to the Services provided under this Agreement.

(b) Customer shall reasonably cooperate with Nexxverse to facilitate Nexxverse’s performance of Consulting Services, including
providing Nexxverse timely access to Customer’s computer systems, personnel, facilities, data and other information reasonably necessary
to the performance of the Consulting Services.

(c) During the term of a Statement of Work and for two

(2) year after the expiration or termination thereof, neither party will solicit for employment (or solicit to perform services in another
capacity), the other party’s personnel who have performed Consulting Services pursuant to such Statement of Work; provided, however,
that this Section 1(c) shall not prohibit either party from hiring any individual who applies for employment in response to a general
solicitation for employment not specifically directed to the other party’s employees.

(2) Deliverable Items; Acceptance

For Deliverables specifically identified in a Statement of Work as being subject to acceptance by the Customer (each a “Deliverable Item”),
Customer agrees that the following review and acceptance process shall apply:

(a) The acceptance criteria shall be set forth in the relevant Statement of Work (“Acceptance Criteria”). Acceptance reviews are to be
conducted within the framework of the Acceptance Criteria and not as an opportunity for re-defining Customer’s requirements.

(b) Customer shall accept each Deliverable Item when it meets the Acceptance Criteria. Customer shall have a maximum period
of ten (10) business days after delivery of a Deliverable Item (the “Evaluation Period”) to verify that the Deliverable Item meets the
Acceptance Criteria.

(c) If a Deliverable Item materially fails to meet the Acceptance Criteria (a “Nonconformity”) and Customer provides written
notice to Nexxverse prior to expiration of the Evaluation Period, specifying the manner in which the Deliverable Item materially fails to
meet the Acceptance Criteria, Nexxverse shall use reasonable efforts to correct such Nonconformity, or proceed on another mutually
acceptable basis. Upon Nexxverse’s delivery of the revised Deliverable Item, Customer shall have an additional five (5) business days
(“Verification Period”) commencing upon Nexxverse’s delivery of the revised Deliverable Item to verify that the previously reported
Nonconformity has been corrected.

(d) The process for review and verification described in this section shall be repeated until the Deliverable Item meets the
Acceptance Criteria in all material respects or the parties agree upon some other resolution. Unless Nexxverse receives a notice of
Nonconformity as provided above, the Deliverable Items shall be deemed accepted upon expiration of the applicable Evaluation Period
or the Verification Period as the case may be.

(e) Any milestone or fixed deliverable payment paid to Nexxverse for a Deliverable Item or otherwise is non-refundable.

(3) ITAR

Customer shall, prior to disclosing to Nexxverse any data that is subject to International Traffic in Arms Regulations (“ITAR”) or other
export control requirements, notify Nexxverse that such information is subject to such regulations or requirements, and follow such
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data transfer procedures as reasonably requested by Nexxverse.
(4) Rights in Work Product

(a) Any pre-existing intellectual property owned by either party shall remain the property of that party and the other party shall
obtain no ownership rights therein.

(b) “Work Product” means any materials and any intellectual property rights embodied therein that are made, conceived, written,
created, developed, reduced to practice and/or delivered by Nexxverse in the course of providing Consulting Services hereunder,
including without limitation any reports, computer software and/or software documentation created developed and/or delivered by
Nexxverse. Nexxverse shall have exclusive ownership of the Work Product, including exclusive ownership

of any copyright thereto and of any inventions, discoveries, improvements, ideas, techniques and/or know how embodied therein.

(c) Nexxverse grants to Customer, subject to receipt of payment by Customer and the other terms and conditions of this Agreement, a
nonexclusive, perpetual, non-transferable right and license to use such Work Product solely for Customer’s internal use purposes. This
license shall include the right to use, prepare derivative works based upon for internal use and, with respect to documentation, copy and
distribute internally only and not to third parties, such Work Product.

(d) Notwithstanding the foregoing or anything to the contrary in this Agreement, and unless otherwise specified in a mutually agreed
SOW: (a) Nexxverse will not provide source files for any custom training materials developed and/or delivered by Nexxverse under this
Agreement, and (b) Customer will have no right whatsoever to (i) make additional copies (other than a reasonable number of backup copies)
of any training materials and/or custom training materials developed and/or delivered by Nexxverse under this Agreement, (ii) prepare
derivative works based upon any such materials, or (iii) distribute such materials to any third parties.

(e) Without limiting Nexxverse’s ownership rights in the Work Product, Nexxverse expressly retains the right to use and provide to
third parties in the course of its business copies or portions of the Work Product or works derived from the Work Product, exclusive of any
confidential or proprietary information of Customer subject to Section 3 of Exhibit A. Nexxverse shall not be precluded in any way from
using any generalized knowledge or expertise that Nexxverse acquires during performance of the Consulting Services.

5) Warranty/Disclaimer

(a) Where a Statement of Work states Consulting Services are provided on a time and materials basis, Nexxverse warrants that such
Consulting Services shall be performed with reasonable care and skill in accordance with industry standards. Nexxverse’s entire liability
and Customer’s exclusive remedy for any breach by Nexxverse of the foregoing warranty shall be that Nexxverse shall use commercially
reasonable efforts to correct and/or re-perform the deficient Consulting Services provided that Customer notifies Nexxverse in writing of the
deficient Consulting Services within thirty

(30) days of Nexxverse’s original performance of such Consulting Services.

(b) For any Deliverable Item(s) that Nexxverse is required to deliver pursuant to a Statement of Work, Nexxverse warrants that
such of Work upon thirty (30) days prior written notice to the other in Deliverable Item(s) shall operate in substantial conformity with
the relevant specifications set forth in the applicable Statement of Work for a period of thirty (30) days following Customer’s acceptance
of such Deliverable Item(s) pursuant to Section 2 of these Consulting Terms (“Warranty Period”). Nexxverse's entire liability and
Customer's exclusive remedy for any breach by Nexxverse of the foregoing warranty shall be, at Nexxverse's sole discretion, either to
replace the nonconforming Deliverable Items(s) or to use diligent efforts to repair the nonconforming Deliverable Items(s) provided in
each case that Customer notifies Nexxverse in writing of the alleged nonconformity during the foregoing Warranty Period, specifying
as to each nonconformity how the Deliverable Item materially fails to conform to the relevant specifications.

(c) Nexxverse does not warrant that the operation of any software code provided hereunder will be uninterrupted or error free. There is
no expressed or implied obligation on the part of nexxverse to maintain or support any items provided to customer hereunder.

(d) Is responsible for creating and maintaining current and complete back-up files for any customer data and programs that may
be affected by nexxverse’s performance of the consulting services. Nexxverse shall not be responsible for the protection or loss of
customer data or information. Customer shall not bring any suit or action against nexxverse or any of its subsidiaries
or their directors, officers or employees for any reason whatsoever more than one year after the cause of action arises.
Page 15
(e) The parties acknowledge that the charges and fees hereunder are based in part on the limited warranty and limitation of liability
set forth above.
 (f) Neither party shall be in default of its obligations to the extent its performance is delayed or prevented by causes beyond its
control, including but not limited to acts of God, acts of Customer, acts of third parties not under such party’s control, and staff
unavailability due to illness or other circumstances beyond such party’s control.

(6) Term and Termination

(a) Either party may terminate any Consulting Statement

in the event the other party fails to perform any of its material

obligations hereunder, unless such other party cures such

failure within such notice period. Nexxverse may immediately
suspend its performance under these terms in the event
Customer fails to pay any Nexxverse invoice when due.

(b) Subject to Section 6(d) below, any Consulting

Statement of Work issued hereunder may be terminated for
convenience (i.e., without cause) by either party upon thirty
(30) days written notice to the other.

(c) Except as provided in Section 6(d), upon

termination of a Statement of Work, all applicable fees
accruing up to and including the effective date of termination,
together with all reasonable costs and expenses incurred by
Nexxverse in connection therewith, shall be immediately due
and payable.

(d) If Customer elects to terminate a Fixed Price

Statement of Work or one for which a fixed fee is payable
then, notwithstanding such termination, Nexxverse shall be
entitled to receive the total fixed fee set forth in the Statement
of Work, except solely where the Statement of Work is
terminated pursuant to Section 6(a) above based on
Nexxverse’s material and uncured failure to perform its
material obligations hereunder.

(e) Sections 1, 4, 5, and 6 shall survive termination of

any Statement of Work.

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 Scope of Work - Nexxverse Cloud
(1) SERVICES TO BE PROVIDED: Nexxverse will provide Nexxverse SaaS Services (“Services”) listed below for the Customer.
Nexxverse shall employ or subcontract a team (“Personnel”) that has the required skills for the duration of the Services. Nexxverse is solely
responsible for the salaries, wages, fees and other benefits for Personnel, it engages in connection with the Services.

(2) TERM OF ASSIGNMENT: The Services will be for a minimum of 1 year(s) (“Term”). Customer can notify Nexxverse of
cancellation in writing 30 days before the end of term. Otherwise, at the end of the Term, the Services will be renewed on a yearly basis at
the annual rates shared with the Customer.

(3) FEE SCHEDULE: Nexxverse will charge an advance flat fee of USD $100,000 the terms described below:
a. Scope of Work:
i. Total Setup Fees: – USD $100,000
1. Deliverables
a. LMS Deployment
b. Theming & customization
c. Roll-out & training

ii. Fee Schedule: Nexxverse is providing a below market rate pricing model specific and ONLY for Dalkia. Please
note our standard rates for the game Build is typically around $100,000. However, as a first- time gesture and in hopes
of long-standing partnership, we would like to provide the following aggressive pricing.
1. Nexxverse will deliver services effective June 15, 2024 and run through, the final project window
determined by the Dalkia. The project phases will be, as follows:
Design: Develop Start date May 6, 2024
2. Final Scope of Work P&R Project Mgmt: Team Phase 1: Discovery of platform development Phase 2: Site
Development & Testing
3. Phase 3: Platform Launch
b. Scope of Services
1. Initial Curriculum Development
a. The Service Provider shall develop a structured layer Tier 1. Initial film production curriculum program for the
Customer in accordance with provided specifications and requirements.
b. The initial curriculum development shall be completed within [June.15th 2024] from the effective date of this SOW.
2. Ongoing Curriculum Updates
a. The Service Provider shall continuously monitor and update the curriculum to align with market and industry
educational standard.
b. Updates shall be made on a [semi-annual] basis, or as deemed necessary by the Customer.
i. c. The Service Provider shall provide detailed documentation outlining updates and modifications
c. Optional Add-on Fees
i. Single sign-on using OAuth2 or/and SAML authentication protocols - USD $1,500
ii. eCommerce integration - USD $1,000
d. Services not included within the scope of work mentioned above will be charged at the rates below:
i. Custom DevOps work of USD $150.00/hour.
ii. Custom software development services according to Customer specifications at USD $150.00/hr
iii. Additional non-critical interventions such as training and email support will be billed at USD $140.00/hour.
iv. User and course data migration to the new platform at USD 30.00/hour
v. Additional licenses are a base on v student per month
vi. Note:
1. A minimum of 4 weeks of notice is required for above resource additions or reductions to the team.
2. Additional work mentioned in 3 (c) shall be delivered upon mutual consent of Nexxverse and Customer.
e. The above rates are exclusive of all applicable taxes and transaction fees.
f. A late fee of 1%/month will be applied for any amounts remaining outstanding after 30 days.
g. Any other expenses incurred by Nexxverse in performing the above services and approved by the Customer in writing.

(4) BILLING: Billing will be done monthly at the start of the billing month. Arrears if any, such as due to a change in service plan,
shall be billed at the beginning of the next billing month.
i. Services to be provided: Nexxverse will provide Dalkia up to 50 user and 10 teacher licenses for the sole purpose
of user Learning Management System. The intended content will be jointly agreed upon by Nexxverse and Dalkia.
Nexxverse has provided a separate SOW for custom work.
ii. Term of assignment: Project duration shall be at least twelve (12) months.
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 iii. Compensation/Billing: Client will pay Nexxverse 45% prior to starting of project. A monthly invoice to the
Client on the first day of each month with a detailed report showing the system usage to maximize the investment
being made by Dalkia.

iv. Payment of Fees and Expenses: Client may pay Contractor’s invoice via check, ACH, or wire transfer within 30
days of the Contractor providing the invoice to the Client. Any delay of more than 15 days, force majeure situations
notwithstanding, in payment will incur a late payment fee on all outstanding amounts, charged at a monthly rate of
1% of the current outstanding amount.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

Nexxverse, LLC DBA Nexxverse Dalkia

Signature:___________________________________- Signature:______________________________________

Title: Title:

Date: Date:

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This Schedule C to the Master SaaS/Cloud and Consulting Services Agreement between Nexxverse LLC and Dalkia outlines
the services provided by Nexxverse and the corresponding pricing.

1. Consulting Services
Service Description Rate per Hour

Cyber Security Engineer Cybersecurity expertise and system security assessment. $225

Smart City (IoT) Consultant Consulting for smart city and IoT integration. $205

Wireless Network Engineer Wireless network infrastructure and optimization. $195

2. Software Services and Subscriptions

Product
ID Service Name Description Pricing Info

AVR Cloud-based development, user interaction creation, AVR Annual fee includes service, content, integration, and
AVRP PLATFORM publishing, user and content management. customization up to $25,000.

CAVR CREATOR AVR Enables onboarding, training, and content creation. $124 per user per month, billed annually.

VIRTUAL
VT TRAINER Provides modules for procedure practice and virtual certification. $190 per user per month, billed annually.

Augmented reality assistance for maintenance, repair, and

ARA AR ASSIST operations. $190 per user per month, billed annually.

3. Additional Platform Services

Service Category Description Quantity Unit Price

Import and adapt CAD model to AVR platform including textures

CAD/MODEL & DATA IMPORT and annotations. 6 $299

3D CAD Object Creation Simple object creation 2 $1,999

Moderate object creation 1 $5,999

Complex object creation 1 $4,999

3D CAD Environment Creation Moderate environment creation 0 $15,999

Complex environment creation 1 $4,999

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Service Category Description Quantity Unit Price

AVR Publishing for New Devices Integration of new AVR devices not supported today 1 $6,000

User Management and Content $9,999 (Basic), $15,000

Management Basic and advanced integration (Advanced)

This Schedule C forms an integral part of the Master Agreement. Any changes to the services or pricing listed in this schedule
must be made in writing and agreed upon by both parties in accordance with the amendment procedures outlined in the Master
Agreement.

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