ALTAI SYSTEMS, INC.

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) describes the terms and conditions applicable to all support offered by Altai Systems Inc. (“Altai”) for the Altai Association Management Software Platform (the “Software”), including Altai’s Standard Support, Transitional Support, and Premium Support services (collectively, the “Support Services”). Except as otherwise set forth in this Agreement, Support Services are (a) limited to the Software as offered by Altai in its standard, out-of-the-box form (i.e., it does not apply to any (i) Customizations or (ii) code modifications or Configuration changes made by Client or any third party (as opposed to Altai) (“Modifications”)) and (b) available only during Regular Business Hours. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Master Service Agreement.

1. Hours and Availability. Altai will make its personnel available to provide Support Services by email or online chat between the hours of 8:00 a.m. and 6:00 p.m. Eastern Time, Monday – Friday except for the following days: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, and Christmas Day (“Regular Business Hours”) and will make reasonable efforts to acknowledge support requests submitted during the foregoing times within 24 Regular Business Hours.

2. Standard Support. Altai offers standard support with all paid licenses for the Software which covers (i) triage and repair of Software Defects (as defined in the License Agreement) and (ii) analysis and execution of Software upgrades as provided by Altai from time to time in its sole discretion (“Standard Support”). Standard Support does not include any of the following: (a) triage or repair of Customizations or Modifications; (b) analysis and execution of upgrades necessitated by Customizations or Modifications; (c) support outside of Regular Business Hours; (d) support related to configuration, training, or reporting; (e) status reports, status calls, or project meetings; (f) Transitional Support; or (g) Premium Support.

3. A La Carte Support. In the absence of a subscription for Transitional Support or Premium Support, support requested for items not included in Standard Support will be billed on a time and materials (T&M) basis at the hourly rate for support listed in Altai’s Standard Rate Schedule (“Standard Support Rate”). All support requests requiring less than 16 hours of work (in Altai’s sole discretion) will be executed via ticket/email authorization. All support requests requiring more than 16 hours or work (in Altai’s sole discretion) will be performed pursuant to an executed Statement of Work. Upon receipt of a support request, Altai will spend up to 30 minutes (in Altai’s sole discretion) free of charge in order to provide an estimated cost for the support request. If more than 30 minutes is required to explore the request or if a detailed estimate is needed (each in Altai’s sole discretion), the exploratory time necessary to provide an estimated cost for the support request will be billed on a T&M basis at the Standard Support Rate.

4. Transitional Support. Altai offers transitional support during the 90 days following Go-Live of the Software to allow for continued access to Altai’s implementation project staff before transitioning to Altai’s support team (“Transitional Support”). “Go-Live” means the date that the Software and any related Deliverables (as defined in the Master Service Agreement), if applicable, or a portion thereof as mutually agreed upon by the parties, have been Accepted (as defined in the Master Service Agreement) accordance with the terms of the Master Service Agreement. Altai offers the following Transitional Support packages:

(a) Transitional 24

• 24 hours at $200/hour = $4,800
• Average of 2 hours/week
• Assumes 30 minutes per week will be used for a status/check-in call (6 hours total)
• The remaining 18 hours may be used for training, documentation, support, and other assistance as requested
• Additional hours in excess of the 24 hours included in the package will be billed on a T&M basis at $200/hour until the end of the 90-day term

(b) Transitional 60

• 60 hours at $195/hour = $11,700
• Average of 5 hours/week
• Assumes 30 minutes per week will be used for a status/check-in call (6 hours total)
• The remaining 54 hours may be used for training, documentation, support, and other assistance as requested
• Additional hours in excess of the 60 hours included in the package will be billed on a T&M basis at $195/hour until the end of the 90-day term

(c) Transitional 100

• 100 hours at $190/hour = $19,000
• Average of 8 hours/week
• Assumes 30 minutes per week will be used for a status/check-in call (6 hours total)
• The remaining 94 hours may be used for training, documentation, support, and other assistance as requested
• Additional hours in excess of the 100 hours included in the package will be billed at $190/hour on a T&M basis until the end of the 90-day term
Unused hours from Transitional Support packages expire at the end of the 90-day term.

5. Premium Support. Altai’s premium support packages include flexible hours that can be allocated to support and modification of Customizations, Configuration, training, reporting, and status/check-in calls (“Premium Support”). Altai offers the following Premium Support packages, each of which are billed annually and automatically renew unless Altai is provided at least 60 days advance written notice of non-renewal:

(a) Premium 20: 20 hours per month / 240 hours per year = $45,600 ($190/hour)
(b) Premium 40: 40 hours per month / 480 hours per year = $88,800 ($185/hour)
(c) Premium 80: 80 hours per month / 960 hours per year = $168,000 ($175/hour). *The Premium 80 support package also includes Premium Support availability 24 hours per day, 365 days per year.

Unused hours from Premium Support packages roll over from month-to-month; however, unused hours from Premium Support packages are forfeited and the end of the one-year term.

Additional hours in excess of the hours included in any Premium Support package will be billed at the Standard Support Rate.

6. Amendment. Altai may increase the hourly rates and support package costs listed in this Agreement in its sole discretion, provided such increase does not exceed five percent (5%) in any calendar year, by providing no less than thirty (30) days advance written notice of such changes to Client. Altai may propose other amendments to this Agreement at any time by providing written notice of such proposed amendments to the Client. If not earlier accepted by Client, such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Client informs Altai that it does not accept such amendments. In the event Client informs Altai that it does not accept the proposed amendments, the proposed amendments will not take effect and the existing terms will continue in full force and effect. No other modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Altai and Client.