Macabacus Inc. - 228 Park Ave S, PMB 19912, New York, NY, USA 10003-1502. Document Ref: DBWST-7DYQZ-VEUZC-KOSAG Page 1 of 4. COMPANY NAME: Blackstone Administrative Services Partnership, L.P. BILLING ADDRESS: 345 Park Ave, New York City, New York, 10154, United States. ATTENTION: John Smith. smithj@blackstone.com. BILLING CONTACT: BXTI-Finance-Invoices@blackstone.com. QUOTE #: EXPIRATION DATE: 006JR000000eCVdYAM March 3, 2023. SUBSCRIPTION START DATE: February, 24th 2023. SUBSCRIPTION TERM LENGTH (months): 12.00. PAYMENT METHOD: ACH Invoice. PAYMENT TERMS: Net 45. PURCHASE ORDER REQUIRED: YES AUTO-RENEW: No Service Type Price QTY. Macabacus Enterprise Base Plan Fee $5,000.00 1. Macabacus Enterprise Plan: License 1-25 $450.00 25. Macabacus Enterprise Plan: License 26-50 $392.00 25. Macabacus Enterprise Plan: License 51-75 $338.00 25. Macabacus Enterprise Plan: License 76-100 $288.00 25. Macabacus Enterprise Plan: License 101-200 $230.00 100. Macabacus Enterprise Plan: License 201-300 $187.00 100. Macabacus Enterprise Plan: License 301-400 $147.00 100. Macabacus Enterprise Plan: License 401-500 $110.00 100. Macabacus Enterprise Plan: License 501-600 $80.00 100. Macabacus Enterprise Plan: License 601-700 $60.00 100. Macabacus Enterprise Plan: License 701-800 $40.00 100. Macabacus Enterprise Plan: License 801-900 $40.00 100. Macabacus Enterprise Plan: License 901-1000 $40.00 100. Macabacus Enterprise Plan: License 1000+ $40.00 4000. Total $135,100.00. *All Fees payable by Customer are in USD and exclusive of applicable taxes and duties of any kind. Taxes will vary based on Customer’s local. laws, jurisdiction, and on the Services provided. If Macabacus is legally obligated or authorized to collect from Customer any taxes, Macabacus. shall charge, and Customer will pay the amount of such taxes in accordance with applicable law. DocuSign Envelope ID: 72CB94E3-EFEB-4D21-B3C3-D3352B8A4189. iF £ ed 2 | “AS Whee. Macabacus Inc. - 228 Park Ave S, PMB 19912, New York, NY, USA 10003-1502. Document Ref: DBWST-7DYQZ-VEUZC-KOSAG Page 2 of 4. Terms and Conditions: Macabacus, Inc (“Macabacus”) and Customer have executed a separate Master License Agreement (the “Agreement”), with an. effective date of February 24, 2016 and as amended. This order form (“Order Form”) shall be governed by the Agreement shall be. incorporated by reference. This Order Form and the Agreement form a binding agreement between Macabacus, Inc., and the. Customer. If the terms of this Order Form conflict with the terms of the Agreement, the terms of this Order Form shall control. Customer intends to submit a Purchase Order (“PO”), and the PO must be provided to either billing@macabacus.com or the sales. representative to whom Customer has communicated with. Access to Services will be delayed until such PO is provided. Regardless of whether Customer provides a PO, Customer remains obligated to pay the Fees for the Subscription Term as. specified in this Order Form. Any pre-printed or additional terms included on the PO shall be inapplicable and of no force or effect. MACABACUS Blackstone Administrative Services. Partnership, L.P. By: By: Name: Kevin Mellor. Name: John Stecher. Title: CFO. Title: Snr Managing Director/CTO. Date: Mar 02, 2023. Date: DocuSign Envelope ID: 72CB94E3-EFEB-4D21-B3C3-D3352B8A4189. 3/2/2023. iF £ ed 2 | “AS Whee. dehn, Stoner. Page 1 of 2. Document Ref: DBWST-7DYQZ-VEUZC-KOSAG Page 3 of 4. AMENDMENT 1 TO MASTER LICENSE AGREEMENT. This Amendment 1 to the Master License Agreement (“Amendment”) is entered into on February 1, 2023. (“Amendment Effective Date”) by and between: Macabacus, Inc., a New York corporation, on behalf of itself and its affiliates (“Vendor”); and. Blackstone Administrative Services Partnership L.P., a Delaware limited partnership with offices. at 345 Park Avenue, New York, NY USA, on behalf of itself (“Customer”);. WHERE, Vendor and Customer entered into a Master License Agreement with an effective date of. February 24, 2016 (“Agreement”); and. NOW, in consideration of the foregoing premises and for other good and valuable consideration, the. Parties expressly acknowledge and agree to amend the Agreement as follows: A. Any references throughout the Agreement to the provision, release, or maintenance of Source. Code to Customer are removed. B. Section 4.4 is deleted and replaced with “Intentionally Omitted”. C. Section 5.5 is deleted and restated as follows (changes in bold for emphasis): 5.5 Any software or materials provided by Vendor does not knowingly and will not. knowingly contain any Destructive Elements. If Vendor provides any Destructive Elements to. Customer, Vendor will immediately eliminate all Destructive Elements, inform Customer of the. Destructive Elements, and provide a fix for the Destructive Element. Prior to delivery to. Customer, Vendor will test all materials using the most recent version of a reputable, commercially available antivirus software program to ensure that it is free of Destructive. Elements. Vendor does not have any right to right to electronically repossess any software or. other materials. D. Section 6.1 is deleted and restated as follows: 6.1 Each Schedule will become effective on the order date set forth in the Schedule. and will continue in effect until the expiration of the applicable Schedule term, unless. earlier terminated by a Party as permitted under this Section. Unless otherwise agreed. to in an applicable Schedule, the License Fee will be fixed for the first year, after which. time Vendor may increase the License Fee upon at least ninety days prior written notice. to Customer. No such increased fee will exceed the lesser of (a) the prior year's License. Fee plus the percentage change over the prior year's U.S. Consumer Price Index for. Urban Consumers, All U.S. Cities Average, published by the Bureau of Labor. Statistics of the Department of Labor, and (b) Vendor's then-current published. Licensee Fee. E. Section 8.1 is deleted and restated as follows (changes in bold for emphasis): 8.1 Vendor will, at its sole cost and expense, indemnify, defend and hold harmless the. Customer lndemnitees from and against any and all Losses suffered or incurred by any. of them arising out of or in connection with a third party Claim of or for any of the. following, whenever made: (a) that any Product(s), works, information, material(s) or Maintenance Services. furnished by or on behalf of Vendor, or the use thereof by Customer, constitutes an. infringement, misappropriation or unlawful use or disclosure of any Intellectual Property. Rights of a third party;. (b) that Vendor has failed to comply with any applicable laws, regulations or orders. of any governmental, judicial or administrative authority;. (c) intentionally omitted;. (d) intentionally omitted;. DocuSign Envelope ID: 72CB94E3-EFEB-4D21-B3C3-D3352B8A4189. Page 2 of 2. Document Ref: DBWST-7DYQZ-VEUZC-KOSAG Page 4 of 4. (e) intentionally omitted; or. (f) intentionally omitted. F. Section 8.3(b) is deleted. G. The last paragraph in Section 8.5 is deleted and restated as follows (changes in bold for. emphasis): If neither (a) nor (b) above is available to Vendor on commercially reasonable terms following. Commercially Reasonable Efforts to procure the same, and Vendor has so advised Customer, or if Vendor has not promptly performed in accordance with (a) or (b) above, Customer may. terminate the Agreement in accordance with Section 6.2 and receive a pro-rata refund. for any pre-paid unused amounts paid by. H. Section 8.6 is deleted and restated as follows (changes in bold for emphasis):: 8.6. Customer will, at its sole cost and expense, indemnify, defend and hold. harmless the Vendor lndemnitees from and against any and all Losses suffered or. incurred by any of them arising out of or in connection with a third party Claim of or. for any of the following, whenever made: (a) in the event that Customer modifies, with or without Vendor's authorization, any. Product or the Source Code, if released from escrow, that such modifications to the. Product or Source Code constitutes an infringement, misappropriation or unlawful use. or disclosure of any Intellectual Property Rights of a third party;. I. Section 8.8(b) is deleted. J. Section 11 is deleted and restated as follows (changes in bold for emphasis): Neither party may assign this Agreement without the other party's prior written consent, which. consent will not be unreasonably withheld or delayed; provided, however, that Customer may. assign this Agreement to any Associated Entity; and either Party may assign this Agreement. (a) in connection with a merger or sale of all or substantially all of its stock or assets; or (b) in. connection with any divestiture or spin-off of any entity or division, business unit or department. within an entity. Any other purported assignment will be void. K. Section 14.15 Escrow is deleted. L. Capitalized terms that are used but not defined in this Amendment shall have the same meaning. as set forth in the Agreement. M. Except as expressly set forth otherwise in this Amendment, all terms and conditions of the. Agreement shall remain unchanged and in full force and effect. IN WITNESS WHERE, the Parties have executed this Amendment effective as of the Amendment. Effective Date. Macabacus, Inc Blackstone Administrative Services. Partnership, L.P. By Blackstone Holdings I – Sub GP L.L.C, its. general partner. By: By: Name: Kevin Mellor Name: John Stecher. Title: CFO Title: Snr Managing Director/Chief. Technology Officer. Date: Mar 02, 2023 Date: DocuSign Envelope ID: 72CB94E3-EFEB-4D21-B3C3-D3352B8A4189. 3/2/2023. dehn, Stoner. Signature Certificate. Reference number: DBWST-7DYQZ-VEUZC-KOSAG. Signer Timestamp Signature. Kevin Mellor. Email: kevin.mellor@corporatefinanceinstitute.com. Sent: 02 Mar 2023 18:04:25 UTC. Viewed: 02 Mar 2023 18:28:55 UTC. Signed: 02 Mar 2023 18:29:27 UTC. Recipient Verification: ✔Email verified 02 Mar 2023 18:28:55 UTC. IP address: 96.8.135.54. Location: Canyon Lake, United States. Document completed by all parties on: 02 Mar 2023 18:29:27 UTC. Page 1 of 1. Signed with PandaDoc. PandaDoc is a document workflow and certified eSignature. solution trusted by 40,000+ companies worldwide. DocuSign Envelope ID: 72CB94E3-EFEB-4D21-B3C3-D3352B8A4189.