Last Updated: September 9, 2024

This Temporary Employee Staffing Master Services Agreement (this “Agreement”), dated as of the date of the signed order form (the “Effective Date”), is by and between KTH Holdings, Inc. d/b/a Vangst, a Delaware corporation with offices at 2601 Blake Street, Suite 450, Denver, Colorado 80205 (“Vangst”) and the “Client”, and together with Vangst, the “Parties”, and each individually, a “Party”.

WHEREAS, Vangst is engaged in the business of providing workers to perform services for clients on a temporary basis (the “Services”); and

WHEREAS, Client desires to engage Vangst to provide the Services pursuant to this Agreement and the terms set forth in each order form (“Order Form”) to be entered into by the Parties and all of which Order Forms will be incorporated into this Agreement.

NOW THEREFORE, inconsideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Vangst Duties and Responsibilities.

1.1 Vangst will (a) recruit, screen, and assign its employees (the "Assigned Employees") to perform work for Client at the location specified in the Order Form for the term specified in the Order Form; (b) pay Assigned Employee wages and provide other benefits as Vangst deems appropriate; (c) pay, withhold, and transmit payroll taxes, provide unemployment insurance and workers' compensation in an amount no less than required by law, and handle workers' compensation and unemployment claims involving Assigned Employees; (d) ensure each Assigned Employee is legally authorized to work in the United States and has all requisite state licenses to perform the tasks assigned to such Assigned Employee by Client; (e) require each Assigned Employee to sign an agreement acknowledging that (i) the Assigned Employee is an employee of Vangst alone and not an employee of the Client, (ii) the Assigned Employee is not entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by Client to its employees; and (f) require each Assigned Employee to sign a confidentiality agreement before the Assigned Employee begins its assignment with Client. Vangst will perform a background check of each Assigned Employee upon Client’s request, unless a background check was previously conducted as part of a candidate obtaining a marijuana occupational license from the state issuing such license in which event Vangst will have no obligation to perform any background check on such Assigned Employee).

1.2 Vangst represents and warrants that each Assigned Employee will, in all material respects, have the qualifications specified by Client. If Client reasonably finds any Assigned Employee's qualifications or general work-related behavior lacking, it will advise Vangst within two (2) business days of discovering the insufficiency. Vangst will make reasonable efforts to replace the Assigned Employee as soon as practicable.

2. Client Duties and Responsibilities.

2.1 Client will notify Vangst within two (2) business days after Vangst notifies Client of a candidate to be an Assigned Employee of Client’s approval or rejection of such candidate, which notification (if an approval) will include a proposed start date for such candidate. Client will (a) respond promptly to any reasonable request from Vangst for information, instruction or approval necessary for Vangst to perform its obligations under this Agreement, (b) provide access to Client personnel with whom Vangst reasonably requires access to perform its obligations under this Agreement, and (c) take necessary steps to prevent delays caused by Client in Vangst’s performance of its obligations under this Agreement.

2.2 Client will (a) inform Assigned Employees of the Client's work to be performed, and Client will be responsible for its business operations, products, services, and intellectual property; (b) properly safeguard and control its premises, processes, or systems, and will not permit Assigned Employees to operate Client's vehicles or mobile equipment, or entrust them with unattended premises, property, confidential information or other valuables, without Vangst’s express prior written approval or as required by the job described in the Order Form; (c) provide Assigned Employees with a safe worksite and provide appropriate information, training, and safety equipment; (d) timely approve the number of hours worked by the Assigned Employees by providing time records for the Assigned Employees to Vangst in accordance with the Order Form; (e) retain all records related to the services provided by each Assigned Employee for a period not less that the statute of limitations for wage claims in the state in which such Assigned Employee provided services to Client; and (f) report to Vangst all workplace injuries, accommodation requests and other needs requested by Assigned Employees.

2.3 Client will not (a) include Assigned Employees in Client's benefits plans, policies, or practices, or make any offer or promise relating to Assigned Employee compensation or benefits; or (b) change Assigned Employee job duties without Vangst's express prior written approval.

2.4 At all times during the term of this Agreement, Client will, at its sole cost and expense, maintain at least the following types and limits of insurance or other coverage, and will provide Vangst with proof of such coverage on Vangst's request: (a) general liability insurance with limits of $1,000,000; (b) employment practices liability insurance with limits of $1,000,000; (c) commercial automobile liability with limits of $1,000,000, combined single limit; and (d) professional liability insurance with limits of $1,000,000. Client will provide Vangst, upon request, with a certificate of insurance naming Vangst as an additional insured on each such policy and will use reasonable efforts to provide Vangst with at least thirty (30) days written notice of cancellation of any such policy.

3. Payment for Services.

3.1 Vangst will invoice Client weekly for Services provided in accordance with this Agreement at the rates set forth in the Order Form. Client will provide Vangst with a completed Automated Clearing House (“ACH”) Deposit Account Authorization Form promptly upon Client’s receipt of the first invoice. Payment of each invoice is due via ACH upon Client’s receipt of the invoice, unless differing terms and payment methods are established in the Order Form. Client is responsible for approving Assigned Employee timesheets on a weekly basis, by 5pm MST the day before Assigned Employee payroll is processed. Client's signature on the timesheets certifies that the hours shown are correct, and that Vangst is authorized to bill Client for those hours. If any portion of any invoice is disputed, Client will pay the undisputed portion as the Parties attempt to resolve any disputed amounts. If Client does not approve timesheets in a timely or accurate manner, Client will pay to Vangst, per the invoicing procedures of this Section 3.1, a payroll processing fee of up to $100 per Assigned Employee for each week in which Client did not meet its timesheet approval requirements.

3.2 Client acknowledges and agrees that in the event a nonexempt Assigned Employee works overtime (including, but not limited to, double time) as defined under the applicable law of the applicable jurisdiction, that Assigned Employee is entitled to premium payment for overtime compensation as required under applicable federal, state, or local law. Vangst acknowledges and agrees that it is solely responsible for ensuring all hours worked by Assigned Employees are paid at the legally required rate. Client agrees to pay for any overtime hours worked (including, but not limited to, double time) at the rate specified in the Order Form.

3.3 Vangst reserves the right to charge to Client late charges on any unpaid balances after fifteen (15) days from the due date at the rate of 2.5% per fifteen (15) days or the maximum legal rate, whichever is less. If payment is not received within sixty (60) days of the Due Date, the balance may be sent to a third-party collections agency, at which point a forty percent (40%) legal fee will be imposed on the overdue balance. Client agrees to pay late fees, interest charges, and reasonable collections and attorneys’ fees, including costs, incurred by Vangst in collecting amounts due from Client.

3.4 Client will, (a) prior to the commencement of an Assigned Employee’s engagement, provide no less than two (2) business days’ notice to Vangst of a Client cancellation, delay, or material reduction (in Vangst’s sole but reasonable judgment) of the Assigned Employee’s engagement, and (b) after the commencement of an Assigned Employee’s engagement, provide no less than one (1) business day notice to Vangst of a Client cancellation or material reduction of the Assigned Employee’s engagement. If Client fails to meet a notification requirement in this Section 3.4, Client will be liable to Vangst for the full amount of the Engagement Fee set forth on the applicable Order Form.

3.5 Client agrees that it will be responsible for, and will pay to Vangst, all amounts owed to each Assigned Employee under the laws of the applicable jurisdiction as a result of such Assigned Employee reporting to Client’s place of business on time, but not being permitted to work or being furnished with less than half of such Assigned Employee’s scheduled shift.

3.6 Client agrees to notify Vangst immediately if any Assigned Employee performs work under a state or federal government contract and agrees to pay Vangst a rate differential to reflect the higher wages that may be due any such Assigned Employee by reason of any state or federal requirements or contract specifications. If a governmental or administrative agency conducts an audit that results in assessment of retroactive charges, interest, or penalties arising from any Assigned Employee’s work, Client will be liable for such amounts.

4. Conversion Fees.

4.1 In the event that Client or any of its affiliates or parent or subsidiary companies hires directly or indirectly onto its own payroll or engages as an independent contractor or consultant any Assigned Employee after any assignment of the Assigned Employee to Client from Vangst (a “Conversion”), Client will pay Vangst a conversion fee (the “Conversion Fee”) for each such Assigned Employee. The Conversion Fee will be mutually agreed between the Parties and will be set forth on the applicable Order Form.

4.2 Notwithstanding any other provision of this Agreement, if Client terminates this Agreement or notifies Vangst of its intent to terminate this Agreement, and Client desires to hire directly or indirectly onto its own payroll or engages as an independent contractor or consultant any Assigned Employee then assigned to Client, Client must promptly notify Vangst in writing and pay Vangst the Conversion Fee set forth above based upon the number of days the Assigned Employee worked for Client through and including the date of termination of this Agreement.

5. Indemnification.

5.1 Vangst will defend, indemnify and hold harmless Client and its officers, directors, employees, agents, successors, and permitted assigns from and against all losses, liabilities, expenses, damages, claims, suits, demands and causes of action, including reasonable attorneys' fees (collectively, “Losses”) arising out of or resulting from a third party claim based upon (a) bodily injury, death of any person, or damage to real or tangible personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Vangst; or (b) Vangst’s breach of any representation, warranty or obligation of Vangst set forth in this Agreement.

5.2 Client will defend, indemnify, and hold harmless Vangst and its officers, directors, employees, agents, successors, and permitted assigns from and against all Losses arising out of or resulting from a third party claim based upon (a) bodily injury, death of any person, or damage to real or tangible personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Client; or (b) Client's breach of any representation, warranty, or obligation of Client set forth in this Agreement.

5.3 The Party seeking indemnification hereunder will promptly notify the indemnifying Party in writing of any claim, suit, action, or proceeding and cooperate with the indemnifying Party at the indemnifying Party's sole cost and expense. The indemnifying Party will immediately take control of the defense and investigation of such claim, suit, action, or proceeding and will employ counsel of its choice to handle and defend the same, at the indemnifying Party's sole cost and expense. The indemnifying Party will not settle any claim, suit, action, or proceeding in a manner that adversely affects the rights of the indemnified Party without the indemnified Party's prior written consent. The indemnified Party's failure to perform any obligations under this 5.3 will not relieve the indemnifying Party of its obligations under this Section 5.3 except to the extent that the indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified Party may participate in the defense and settlement of any claim, suit, action or proceeding at its own expense, using its own counsel.

6. DAMAGES EXCLUSION AND LIMITATION OF LIABILITY.

6.1 EXCEPT FOR (A) A PARTY’S BREACH OF SECTION 7 OR SECTION 11AND(B) LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISEDOFTHEPOSSIBILITYOFSUCHDAMAGES.

6.2 NOTWITHSTANDING ANYOTHERPROVISIONOFTHISAGREEMENT,EXCEPT FOR (A) VANGST’S BREACH OF SECTION 7 OR SECTION 11 AND (B) VANGST’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL VANGST’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT,REGARDLESSOFTHEFORUMANDREGARDLESSOF WHETHER ANY ACTION OR CLAIM IS BASED UPON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY CLIENT TO VANGST UNDER THIS AGREEMENTDURINGTHETWELVE(12)MONTHPERIODPRECEDINGTHEEVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY OR, IF NO FEES APPLY, ONE 4HUNDRED U.S. DOLLARS ($100). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOTPERINCIDENT.

7. Confidential Information.

Each Party may be given access to or acquire information that is proprietary or confidential to the other Party and its affiliated companies, clients, and customers. Any and all such information obtained by either Party or the Assigned Employees will be deemed to be confidential and proprietary information. Each Party agrees to hold such information of the other Party in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever other than the providing the Services under this Agreement.

8. Compliance with Law.

8.1 Each Party represents and warrants to the other Party that it is in compliance with all applicable laws.

8.2 Client and Vangst each represent and warrant to the other Party that it is an equal employment opportunity employer and is in full compliance with any and all applicable anti-discrimination laws, rules, and regulations. In the event of any complaint of unlawful discrimination, harassment, or retaliation by any Assigned Employee, Client and Vangst agree to cooperate in the prompt investigation and resolution of such complaint.

8.3 As Client controls the facilities in which Assigned Employees work, Client agrees that it is primarily responsible for maintaining a safe worksite in compliance with the Occupational Safety and Health Act and comparable state laws and regulations thereunder, to the extent those laws apply to Assigned Employees assigned to Client's worksite, except as may be otherwise agreed in writing signed by the Parties.

9. Cooperation.

Client and Vangst agree to cooperate fully and to provide assistance to one another in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or involve any of the Assigned Employees.

10. Term and Termination.

10.1 This Agreement will commence as of the Effective Date and will continue thereafter while any Order Forms are in effect, unless sooner terminated. In the event no Order Forms are in effect, either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party.

10.2 Notwithstanding the above Section 10.1, either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or for a breach due to non-payment under this Agreement, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach; or (b)(i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

10.3 Upon any default by Client under Section 10.2(a) or Section 10.2(b), in addition to any other remedies it may have at law or in equity, Vangst may cease performance of some or all Services to Client without releasing Client of its obligation to pay all amounts due for Services rendered by Vangst to Client.

10.4 Upon the termination or expiration of this Agreement for any reason, (a) Client will remain liable to Vangst for all unpaid fees owed by Client to Vangst, and (b) each Party will promptly return to the other Party all confidential information of the other Party in its possession.

10.5 The terms and conditions of Sections 3, 4, 5, 6, 7, 9, 10.4, 10.5, 11 and 13 will survive the expiration or termination of this Agreement.

11. Non-Solicitation.

Client and Vangst agree not to directly or indirectly solicit or induce for employment, or employ or engage as an independent contractor, any personnel of the other Party during the term of this Agreement and for a period of twelve (12) months thereafter without the prior written consent of the other Party. Any Party violating this paragraph will pay to the other Party a fee in the amount of twenty-five percent (25%) of the employee's annualized compensation with the new employer. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, will not be construed as a solicitation or inducement for purposes of this 11, and the hiring of any such employee or independent contractor who freely responds thereto will not be a breach of this Section 11.

12. Relationship of the Parties.

The Services that Vangst renders to Client under this Agreement will be as an independent contractor with respect to Client. Nothing contained in this Agreement will be construed to create a joint venture or partnership, or the relationship of principal and agent, or employer and employee, between Vangst and Client.

13. Miscellaneous.

13.1 Notices. All notices under this Agreement will be in writing and sent to the applicable Party at the address for such Party set forth in the preamble to this Agreement above and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

13.2 Governing Law, Jurisdiction, and Venue. This Agreement and all related documents and all matters arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement will be brought exclusively in any state or federal court located in the City of Denver, State of Colorado. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.

13.3 Remedies. In the event of a breach or threatened breach by either Party of Section 7 or 11 of this Agreement, the Parties hereby acknowledge and agree that the non-breaching Party will be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing actual damages, and without the necessity of posting any bond or other security. This 6equitable relief will be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

13.4 Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party will be entitled to recover its actual attorneys' fees and court costs from the non-prevailing Party.

13.5 Force Majeure. Neither Party will be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation acts of God, flood, fire, earthquake, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or act, riot, other civil unrest, actions, embargoes, blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns, other industrial disturbances, shortage of adequate power or telecommunications or transportation facilities, epidemics, pandemics, or quarantines, or any other event that is beyond the reasonable control of such Party (each of the foregoing, a “Force Majeure Event”). A Party whose performance is affected by a Force Majeure Event will give notice to the other Party within ten (10) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. The Party affected by the Force Majeure Event will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and will resume performance of its obligations as soon as reasonably practicable after the removal of the cause. If the affected Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 13.6, either Party may thereafter terminate this Agreement upon ten (10) days’ written notice.

13.6 Further Assurances. Each Party will, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

13.7 Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other Party, provided that Vangst may assign, transfer or delegate any or all of its rights or obligations under this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment, transfer, or other conveyance in violation of the foregoing will be null and void. This Agreement will be binding upon and will inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

13.8 Amendment; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.9 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.10 Entire Agreement. This Agreement, together with all Schedules, Exhibits, Order Forms and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

13.11 No Interpretation Against Drafter. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules, Exhibits, Order Forms and any other documents incorporated herein by reference will be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

13.12 Captions; Headings. Captions and headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.

13.13 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, facsimile or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.