HomeMy WebLinkAboutContract 51239-CA1 CSC No.51239-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value,received TEGSCO,LLC("Assignor"), hereby assigns to AutoReturn US,LLC
("Assignee"),all of its right,title and interest in and to any and all sums of money now due or to
become due from the City of Fort Worth to Assignor under PSK 11066/CSCO 51239 (the
"Contracts") and Assignee agrees to assume and perform all duties and obligations required by
Assignor under the terms of the Contracts.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall
be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure
to the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the terms of the original Contracts between
Assignor and various other entities and the City of Fort Worth and the laws of the State of Texas,
without application of principles of conflicts of law.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall
have the same legal effect as an original.
Dated the 141h day of October 2021.
TEGSCO,LLC
(AssignkRaymo
By:
Print: E. Krouse
Title: Member, Secretary and Director
AutoRetuin US,LLC
(AssignYRayyinoqnE.
By:
Print: 4Krouse
Title: Chief Financial Officer
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Assignment Page l of 3
NOTARY ACKNOWLEDGEMENT
On the day of d 0-*r`OiE0t- 2021, personally appeared
Raymond Krouse, who acknowledged to me that (s)he is the Managing Member of TEGSCO,
LLC ("Assignor"), and that (s)he executed this document for the purposes and consideration
contained herein.
TEGSCO,L
B :
Print: RaymoA E.Krouse
Title: Member, Secretary and Director
;ir
SUBSCRIBED TO before me on this day of_ C ,2021.
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N'�, Eeaa."'' NOTARY ACKNOWLEDGEMENT
On the 1 day of 2021, personally appeared
Raymond Krouse, who acknowledged to me that (s)he is the Chief Financial Officer of
AutoRetum US, LLC ("Assignee"), and that (s)he executed this document for the purposes and
consideration contained herein.
AutoRetum ,LL
B
Print: Raymon E.Krouse
Title: Chief Financial Officer
1f
SUBSCRIBED TO before me on this day of ,2021.
14•t .�G Notary Public m and for the State of
' v.��:'•. •YA • My commission Expires: g !7 2 02
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CITY SECRETARY
FT.WORTH, TX
Assignment Page 2 of
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of Tegsco, LLC. ("Assignor") to
AutoReturn Technologies, Inc.("Assignee"), of all its rights, title, and obligation owing and all
funds due or to become due to Assignor under PSK 11066/CSCO 51239 as long as all terms
required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
�G?�LCL �GG24�iZ�lili Dana Burghdoff(Oct 21,20 16:26 CDT Oct 21 2021
Dana Burghoff—Assistant City Manager Date
CristinaC mlo for Cynthia Garcia(Oct 21,2021 15:52 CDT) Oct 21,2021
Cynthia Garcia,Assistant Director—FMS Date
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ATTESTED BY: ~o 00 d
�vo ° d
° °°-*, Oct 21,2021
°O0000° ci
Ron Gonzalez,Acting City Secretary a�Elxx A� Date
APPROVED AS TO FORM AND LEGALITY:
a 2=
JB Strong(Oct t6,202115:20 CDT)
John B. Strong,Assistant City Attorney
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including ensuring all performance and
reporting requirements.
Kimberley A. Dees Oct 15 2021
Kimberley A.Dees(Oct 15,202115:28 CDT) 7
Employee Signature/Date
Towing Liaison- Management Analyst
Title
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
a(#
AutoReturn
450 7th Street
San Francisco,CA 94110
September 20,2021
John B. Strong
Assistant City Attorney
City Attorney's Office
City Hall
200 Texas Street
Fort Worth,Texas 76102
Re: Consent to Assignment
Dear Mr. Strong:
Reference is made to PSK 11066/CSCO 51239,that certain contract between the City of Fort
Worth,Texas(the"Municipality")and TEGSCO,LLC to Provide Management and Dispatching
For Towing Services(the"Agreement").
This letter is to advise you that TEGSCO,LLC,the parent entity of AutoReturn Technologies
Inc.that has been converted to AutoReturn US,LLC("AutoReturn'),has entered into an Equity
Purchase Agreement with Nexa AR Purchaser, LLC, a Delaware limited liability company
("Purchaser"),pursuant to which, upon consummation of the transaction, the Company sold to
Purchaser and Purchaser shall purchase from the Company a majority of the issued and
outstanding shares of capital stock of AutoReturn(the "Transaction"). In connection with the
Transaction,the Company requests the Municipality's approval for the transfer and assignment
of the Agreement from TEGSCO to AutoReturn (such assignment of the Agreement, the
"Assignment").
We are asking for your assistance in executing the Assignment. AutoReturn US, LLC is a
Delaware limited liability company located at:
9440 West Sahara Ave.
Suite 215
Las Vegas,NV 89117.
The point of contact for the Assigned Agreement will be:
Kris Nayudu
Vice President of Client Services
AutoReturn US,LLC
9440 West Sahara Ave.
Suite 215
Las Vegas,NV 89117.
Page 2
Please direct all correspondence related to the Assignment via email to rkrouse e,autoreturn,com
and knaydu(2autoreturn.com. Any physical documents should be sent by mail to:
Ray Krouse
Chief Financial Officer
456 r Street
San Francisco,CA 94103
Thank you for your cooperation and attention to this matter. Should you have any questions or
require further information,please do not hesitate to contact me at(415)575-2356,or by email
at rkrouse@autoretum.com.
Very truly yours,
z
4,4"-
Name:Raymond Krouse
Title:Chief Financial Officer
I
EXECUTION VERSION
EQUITY PURCHASE AGREEMENT
dated as of
August 11, 2021
by and between
NEXA AR PURCHASER, LLC and
TEGSCO, LLC
43583949.22
TABLE OF CONTENTS
Page
ARTICLE 1 SALE AND PURCHASE OF THE PURCHASED SHARES ...........................2
Section 1.1 Sale and Purchase of the Purchased Shares...............................................2
Section 1.2 Closing Calculations..................................................................................2
Section 1.3 Final Purchase Price Calculation...............................................................3
Section 1.4 Post-Closing Adjustment Payment............................................................4
Section1.5 Funds Flow Memorandum.........................................................................5
Section1.6 Withholding ...............................................................................................5
Section1.7 Earnout.......................................................................................................5
Section1.8 Tax Treatment............................................................................................ 8
Section 1.9 Post-Closing Recapitalization....................................................................8
ARTICLE2 CLOSING...............................................................................................................9
Section2.1 Closing.......................................................................................................9
ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE
TARGET COMPANIES AND THE HOLDING COMPANIES.................................... 12
Section 3.1 Organization, Power and Authority......................................................... 12
Section3.2 Authorization........................................................................................... 12
Section 3.3 Governmental Authorization ................................................................... 13
Section3.4 Non-Contravention .................................................................................. 13
Section 3.5 Capitalization;No Holding Company Operations................................... 13
Section 3.6 Bank Accounts; Power of Attorney......................................................... 14
Section3.7 Subsidiaries.............................................................................................. 14
Section 18 Financial Statements................................................................................ 14
Section 3.9 Absence of Certain Changes.................................................................... 15
Section 3.10 No Undisclosed Liabilities....................................................................... 17
Section 3.11 Litigation; Investigations......................................................................... 17
Section3.12 Taxes........................................................................................................ 18
Section3.13 Benefits. ...................................................................................................20
Section 3.14 Compliance with Laws ............................................................................23
Section 3.15 Intellectual Property Rights .....................................................................24
Section 3.16 Privacy and Data Security........................................................................28
Section 3.17 Environmental Matters.............................................................................29
Section3.18 Finders Fees.............................................................................................30
Section 3.19 Title to Personal Properties; Reorganization ...........................................30
Section3.20 Real Property ...........................................................................................30
Section 3.21 Material Contracts....................................................................................32
Section 3.22 Affiliate Transactions...............................................................................34
Section3.23 Insurance..................................................................................................35
Section3.24 Employment Matters................................................................................35
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43583949.22
Section3.25 Inventory..................................................................................................37
Section 3.26 Accounts Receivable................................................................................37
Section 3.27 Material Customers and Suppliers...........................................................38
Section 3.28 Sanctions and Export Controls.................................................................38
Section3.29 COVID-19 Matters ..................................................................................39
Section 3.30 Government Contracts.............................................................................40
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER.................41
Section 4.1 Organization, Power and Authority.........................................................41
Section4.2 Authorization...........................................................................................41
Section 4.3 Governmental Authorization ...................................................................41
Section4.4 Non-Contravention ..................................................................................41
Section4.5 Purchased Shares .....................................................................................42
Section4.6 Litigation..................................................................................................42
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER........42
Section 5.1 Organization and Power...........................................................................42
Section5.2 Authorization...........................................................................................42
Section 5.3 Governmental Authorization ...................................................................43
Section5.4 Non-Contravention ..................................................................................43
Section5.5 Finders Fees.............................................................................................43
Section 5.6 Purchase for Investment...........................................................................43
Section5.7 Litigation..................................................................................................43
Section5.8 No Operations..........................................................................................43
Section5.9 Guarantee.................................................................................................43
ARTICLE6 COVENANTS......................................................................................................44
Section 6.1 Confidential Information .........................................................................44
Section 6.2 Access to Information..............................................................................44
Section6.3 Tax Matters..............................................................................................45
Section6.4 Publicity...................................................................................................46
Section6.5 Use of Names...........................................................................................47
Section 6.6 Termination of Affiliate Agreements.......................................................47
Section 6.7 Non-Competition;Non-Solicitation and Interference .............................47
Section6.8 Release.....................................................................................................48
Section6.9 R&W Policy.............................................................................................49
Section6.10 Further Assurances...................................................................................49
Section 6.11 Specified Contracts..................................................................................50
Section 6.12 D&O Coverage ........................................................................................50
Section 6.13 Security Deposits.....................................................................................50
Section 6.14 Incentive Equity Plan...............................................................................51
ARTICLE 7 INDEMNIFICATION; EXPENSES..................................................................51
Section 7.1 General Indemnification. .........................................................................51
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43583949.22
Section7.2 Survival.................................................................................................... 53
Section 7.3 Limitation on Liability.............................................................................54
Section 7.4 Calculation of Losses...............................................................................54
Section 7.5 Order of Recovery; Set-Off.....................................................................54
Section 7.6 Adjustment to Indemnity Escrow Amount; Release of Escrow
Amount....................................................................................................55
Section 7.7 Treatment of Indemnification Payments..................................................55
Section7.8 Exclusive Remedy ...................................................................................55
Section7.9 Duty to Mitigate.......................................................................................56
Section 7.10 Certain Limitations on Recovery.............................................................56
ARTICLE 8 NHSCELLANEOUS............................................................................................56
Section 8.1 No Third-Party Beneficiaries...................................................................56
Section8.2 Expenses ..................................................................................................56
Section8.3 Entire Agreement.....................................................................................56
Section 8.4 Binding Effect; Successors and Assigns..................................................56
Section8.5 Counterparts.............................................................................................57
Section8.6 Notices .....................................................................................................57
Section 8.7 Amendments and Waivers.......................................................................58
Section 8.8 Incorporation of Schedules and Exhibits.................................................58
Section8.9 Construction.............................................................................................58
Section 8.10 Independence of Representations and Warranties...................................59
Section 8.11 Specific Performance...............................................................................59
Section 8.12 Severability..............................................................................................59
Section 8.13 Governing Law........................................................................................59
Section 8.14 Jurisdiction and Service of Process..........................................................59
Section 8.15 Waiver of Jury Trial.................................................................................60
Section 8.16 Relationship of the Parties.......................................................................60
Section 8.17 Independent Investigation........................................................................60
Section 8.18 Waiver of Conflicts; Privilege.................................................................60
Section 8.19 Terms Generally.......................................................................................61
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43583949.22
LIST OF EXHIBITS
Exhibit A: Table of Definitions
Exhibit B: Form of Funds Flow Memorandum
Exhibit C: A&R Certificate of Incorporation
Exhibit D: A&R Bylaws
Exhibit E: Exchange Agreement
Exhibit F: Form of Transition Services Agreement
Exhibit G: Resignation of Officers and Directors of the Target Companies and the Holding
Companies
Exhibit H: Form of Transaction Beneficiary Joinder
Exhibit I: Form of Marketing and License Agreement
Exhibit J: Form of Escrow Agreement
Exhibit K: Net Working Capital Illustration
Exhibit L: IP Assignment Agreement
Exhibit M: Trademark Assignment Agreement
Exhibit N: Referral Agreement
Exhibit O: SAFE Agreement
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43583949.22
EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT, dated as of August 11, 2021 (this
"Agreement'), is entered into by and between Nexa AR Purchaser, LLC, a Delaware limited
liability company (the "Purchaser"), and TEGSCO, LLC, a California limited liability company
(the "Seller"). Capitalized terms used herein shall have the meanings given to them in the Table
of Definitions attached to this Agreement as Exhibit A,which is incorporated hereby.
RECITALS
WHEREAS, immediately prior to the reorganization described below, the Seller was the
record and beneficial owner of 100% of the issued and outstanding capital stock of AutoReturn
Technologies Inc., a Nevada Corporation ("AutoReturn NV") and AutoReturn Italia S.r.l., an
Italian limited liability company ("AutoReturn Italia" and, together with AutoReturn, the "Target
Companies");
WHEREAS, on or about July 26, 2021, the Seller contributed 100% of the issued and
outstanding capital stock of AutoReturn Italia to AutoReturn NV subject to the appropriate
recordation by local Italian authorities;
WHEREAS, immediately following the contribution of AutoReturn Italia to AutoReturn
NV, the Seller formed AutoReturn Holdings, Inc., a Delaware corporation ("AutoReturn
Holdings')whereby the Seller became the record and beneficial owner of 100% of the issued and
outstanding capital stock of AutoReturn Holdings, consisting of 100 shares of common stock, par
value $0.00001 per share (such shares,the "AutoReturn Shares");
WHEREAS, immediately following the formation of AutoReturn Holdings, the Seller
contributed 100% of the issued and outstanding capital stock of AutoReturn NV to AutoReturn
Holdings;
WHEREAS, immediately following the contribution of AutoReturn NV to AutoReturn
Holdings, AutoReturn NV converted from a Nevada corporation to a Delaware limited liability
company (the "Conversion"), changing its name from AutoReturn Technologies Inc. to
AutoReturn US, LLC (such converted entity "AutoReturn DE");
WHEREAS, immediately following the Conversion, AutoReturn Holdings formed
AutoReturn Intermediate Holdings, LLC, a Delaware limited liability company ("AutoReturn
Intermediate") and contributed 100% of the issued and outstanding equity interests of AutoReturn
DE to AutoReturn Intermediate;
WHEREAS, immediately following the contribution of AutoReturn DE to AutoReturn
Intermediate, AutoReturn Intermediate formed AutoReturn Intermediate Holdings II, LLC, a
Delaware limited liability company ("AutoReturn Intermediate II" and, together with AutoReturn
Holdings and AutoReturn Intermediate, the "Holding Companies") and contributed 100% of the
issued and outstanding equity interests of AutoReturn DE to AutoReturn Intermediate II;
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to
purchase from the Seller, 76.71 shares of the AutoReturn Shares (such shares, the "Purchased
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43583949.22
Shares"), in accordance with the terms and subject to the conditions set forth in this Agreement,
and the Seller will retain, as the record and beneficial owner of, 23.29 shares of the AutoReturn
Shares (such shares,the "Retained Shares");
WHEREAS, concurrently with the execution of this Agreement, and as a condition and
inducement of the Purchaser's willingness to enter into this Agreement,each of(i)Jerry Carnahan,
Ray Krouse, John Pendelton, Alan Brasher, Kris Nayudu and Matt Murphy have entered into an
employment agreement (collectively, the "Employment Agreements"), and (ii) John Wicker has
entered into a consulting agreement(the"Consulting Agreement"),in each case,with AutoReturn
or an Affiliate of AutoReturn that becomes effective immediately upon the Closing; and
WHEREAS, concurrently with the execution of this Agreement, and as a condition and
inducement to the willingness of the Seller to enter into this Agreement, Nexa AR SPV, LP
("Nexa") is entering into a Guarantee in favor of the Seller with respect to certain of Purchaser's
obligations under this Agreement as further specified therein.
NOW, THEREFORE, in consideration of the premises and of the mutual promises,
covenants, representations and warranties made in this Agreement the Seller and the Purchaser
intending to be legally bound, hereby agree as follows:
ARTICLE 1
SALE AND PURCHASE OF THE PURCHASED SHARES
Section 1.1 Sale and Purchase of the Purchased Shares. Subject to the terms and
conditions contained in this Agreement,at the Closing the Seller shall sell,convey,assign,transfer
and deliver all of the Purchased Shares,free and clear of all Liens(other than Liens arising pursuant
to applicable securities Laws), to the Purchaser, and the Purchaser shall purchase, acquire and
accept all of the Purchased Shares from the Seller in exchange for the Purchase Price.
Section 1.2 Closing Calculations. Prior to the date hereof, the Seller has provided to
the Purchaser(i) an estimated consolidated balance sheet of the Target Companies as of the Cutoff
Time(for the avoidance of doubt,before taking into account the consummation of the transactions
contemplated hereby)prepared by the Seller in good faith; (ii)a statement(the"Estimated Closing
Statement") setting forth the Seller's good faith estimates of the following: (A) Cash as of the
Cutoff Time (the "Estimated Cash"); (B) Closing Indebtedness (the "Estimated Closing
Indebtedness"); (C) Net Working Capital (the "Estimated Net Working Capital"); and (D)
Transaction Expenses(the"Estimated Transaction Expenses"), (iii)the resulting calculation of the
Closing Consideration; and (iv) a Funds Flow Memorandum prepared based on, among other
things,the information provided pursuant to the aforementioned sub-clauses (i), (ii) and(iii). The
Estimated Closing Statement and the determinations contained therein shall be prepared in
accordance with the Accounting Principles and this Agreement. Upon the delivery of the
Estimated Closing Statement, the Seller will make available to the Purchaser and its
representatives the work papers and other books and records used in preparing the Estimated
Closing Statement and reasonable access to employees of the Target Companies and the Seller as
the Purchaser may reasonably request in connection with its review of the Estimated Closing
Statement.
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43583949.22
Subsidiaries as may be reasonably requested by the Purchaser from time to time in order to
determine Seller's ability to support its indemnification obligations hereunder and, prior to the
Earnout Target Date, the Purchaser shall provide such financial information of the Target
Companies as may be reasonably requested by the Seller from time to time in order to determine
the status of the Earnout Payment.
Section 6.11 Specified Contracts. Schedule 6.11 of the Seller Disclosure Schedule sets
forth each Contract with any customer of the Business pursuant to which Seller or one of its
Affiliates (other than a Target Company) is party thereto (each such Contract, a "Specified
Contract'). In respect of each Specified Contract, (x) Seller and Purchaser have agreed that the
Seller shall take the actions and be responsible for those obligations set forth next to the applicable
customer's name on Schedule 6.11 and that the Purchaser shall continue to comply with the other
terms of such Specified Contract in accordance with its terms and perform the Seller's obligations
thereunder in the substantially similar manner as previously performed prior to the date hereof,
and(y)without limiting any such actions,the parties shall, and shall cause each of their respective
Affiliate parties thereto to, (i)do all things reasonably necessary to assign such Specified Contract
to AutoReturn,including the payment of any consent or similar assignment fees if and to the extent
required or necessary and entering into any documentation reasonably requested by the applicable
counterparty thereto to evidence such assignment,including entry into any guarantee or indemnity
agreements, (ii) continue to comply with the terms of such Specified Contract in accordance with
its terms and perform its obligations thereunder in the same manner as previously performed prior
to the date hereof as modified by Schedule 6.11, if applicable, (iii) not take any action outside of
the ordinary course of business with respect to such Specified Contract, it being understood that
"ordinary course of business" for purposes of this Section 6.11 shall not include any action that
would or is reasonably likely to increase Purchaser's, Seller's or any Target Company's liability
thereunder, or make any material amendments or terminate any such Specified Contract, (iv) not
enter into any agreement in addition and reasonably related to the existing Specified Contract or
with the applicable counterparty thereto, and (v) remit promptly any proceeds, fees or other
amounts received by Seller or Affiliate thereof to AutoReturn. Notwithstanding anything to the
contrary stated herein, nothing herein shall be deemed to limit (a) the determination of whether a
breach of a representation or warranty made by the Seller hereunder has occurred, or (b) any
indemnification obligations of the Seller or the Purchaser pursuant to Article 7.
Section 6.12 D&O Coverage. Following the Closing and continuing for a period of six
(6)years thereafter,the Purchaser will not amend,repeal or otherwise modify the indemnification
provisions of the Fundamental Documents of the Target Companies as in effect as of the Closing
in any manner that would affect adversely the rights thereunder of individuals who, immediately
prior to the Closing, were directors, managers or officers of any of the Target Companies (the
"D&O Indemnitees"), unless such amendment, repeal or modification is required by applicable
Law. Following the Closing and continuing for a period of six (6)years thereafter, the Seller will
maintain, at its sole cost and expense, the D&O insurance of the Target Companies as in effect at
the time of the Closing (the "D&O Coverage") at the Sellers' sole cost and expense. The
provisions of this Section 6.12 will operate for the benefit of, and will be enforceable by, each of
the D&O Indemnitees,their heirs and their representatives.
Section 6.13 Security Deposits. To the extent AutoReturn Holdings or any of its
Subsidiaries receives any portion of the San Francisco Security Deposit or the Nevada Security
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43583949.22
[SIGNATURE PAGE FOLLOWS]
62
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first above written.
PURCHASER: NEXA AR PURCHASER, LLC
By: 1Ikal� U
Name: Vladimir Besprozvan
Title: President
SELLER: TEGSCO, LLC
By:
Name: John Wicker
Title: CEO and President
SIGNATURE PAGE TO EQUITY PURCHASE AGREEMENT
DocuSign Envelope ID:5ADED148-6D32-4FOD-8C8D-CE71 E813132719
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first above written.
PURCHASER: NEXA AR PURCHASER, LLC
By:
Name: Vladimir Besprozvany
Title: President
SELLER: TEGSCO,LLC
Docu igned by:
By: ann1n rcFa3
Name: Jerry Carnahan
Title: CEO
SIGNATURE PAGE TO EQUITY PURCHASE AGREEMENT
Section 6.11
Specified Contracts
The following is a list of all of the Specified Contracts:
1. CBE Number 604484-17; LVMPD Tow Management Services: Including Dispatch Towing,
Storage& Associated Services of Privately Owned Vehicles, dated June 7, by and between
Seller and Clark County
2. Contract 603706-15 Tow Management Services: Including Dispatch Towing Storage &
Associated Services of Privately Owned Vehicles, dated January 26, 2016, by and between
Las Vegas Metropolitan Police Department("LVMPD") and Seller
3. Tow Management Services CMTS 319918, dated June 20, 2017, by and between the City of
Henderson and Seller, as amended
4. Services Agreement, dated September 11, 2017 by and between Alanis Wrecker Service, Inc.
("Alanis") and Seller
5. City of Forth Worth Agreement for Towing Management, Logistics and Technology
Services, dated September 11, 2018, between the City of Fort Worth and Seller
6. Agreement, dated October 13, 2013, by and between the City of San Diego and Seller, as
amended.
7. City of Portland Contract No. 30006554 for Hosted Towing Dispatch Software, dated July
31, 2019, by and between the City of Portland ("Portland") and Seller
8. Master Contract for Services—The City of Kansas City, Missouri Contract No. EV2349,
dated May 1, 2019, by and between Kansas City, Missouri ("Kansas City") and Seller;
Master Contract for Services (EV2349), dated February 26, 2019, between the City of
Kansas City, Missouri and Seller
9. Agreement, dated June 2, 2009, by and between Baltimore County and Seller
10. Agreement for Services 95196-013, dated December 21, 2016, by and between Anne Arundel
County and Seller, as amended and accompanying terms and conditions
11. Contract for Services of Independent Contract, dated June 5, 2018, by and between
Department of Public Safety—Nevada Highway Patrol and Seller
12. Contract, dated August 10, 2015, by and between the City of Austin ("Austin") and Seller, as
amended
13. Subscription Agreement between DTS and each of the following parties: (a) 76 Towing, (b)
Action Towing Dive Team, Inc., (c) ARK Towing, (d)Bauer's Auto Wrecking & Towing,
(e)Bulldog Towing, (f) C&K Towing, (g) Custom Towing, (h)D&K Towing, (i)Dennis
Towing, 0)Econo Towing, (k)Fortney Towing, Inc., (1)Frontier Auto Body Towing, (m)
- 46 -
Herndon Towing Inc., (n) Johnson Brothers Towing, (o)Lamona Towing Service, Inc., (p)
Nelly's Towing, (q)Ray's Towing, (r)Reyna Towing, (s) Steve's Towing, (t) Tips Towing,
(u) Tow City Towing and (v)Walts Towing
14. Agreement, dated October 22, 2015, by and between the City and County of Denver
("Denver") and Seller
15. Provider Agreement, dated April 4, 2018, by and between the City of Philadelphia
("Philadelphia") and Seller, as amended
16. Draft agreement, dated 6/11/2021 to the Tow Management Services Agreement between
John W. Mina("Sheriff') and AutoReturn Technologies, Inc., ("AutoReturn")
17. Subscription Agreement, dated November 1, 2017, by and between DTS and Anderson
Towing
18. City of Miami Blanket Purchase Order to Seller, dated January 26, 2018 (Blanket Purchase
Agreement 1801851)
19. Agreement for Towing and Impound Services, dated July 26, 2018, by and between the City
of Round Rock, Texas (the "City")
20. Subscription Agreement, dated March 2013, by and between DTS and B&D Towing Santa
Ana
21. Subscription Agreement, dated June 1, 2013, by and between DTS and MetroPro-A and P
Towing
22. Subscription Agreement, dated April 30, 2013, by and between DTS and California Towing
23. Subscription Agreement, dated June 1, 2013, by and between DTS and MetroPro Santa Ana
24. Subscription Agreement, dated June 1, 2013, by and between DTS and TO and MO Santa
Ana
25. Consultant Agreement, dated October 1, 2011, by and between DTS and the City of Santa
Ana
26. Subscription Agreement between DTS and each of the following parties: (a) Aatak Towing,
(b) Action Towing - Clovis, (c) Blue Sky Towing, (d)D&B Towing - Clovis, (e) D&K
Towing - Clovis, (f) Fortney Towing— Clovis, (g) Joe's Towing and (h) Larry's Towing—
Clovis.
27. Tow Management Services Agreement between the City of Raytown, MO (the"City") and
TEGSCO, LLC ("AutoReturn" or the "Provider"), dated May 1, 2020.
28. Tow Management Services Agreement, dated December 4, 2018, by and between Platte
County Sheriff(the"Platte Sheriff') and Seller
- 47 -
29. Subscription Agreements between DTS and each of the following towing companies in the
city of Sandy, Oregon: All-Ways Towing; Cascade Towing; CCR Towing; Clackamas River
Towing; and New's Towing as in effect as of the date hereof.
30. Subscription Agreements between DTS and each of the following entities in the city of
Molalla, Oregon: Area Wide Towing; and M&M Towing as in effect as of the date hereof.
31. Agreement for Professional Services, dated June 7, 2013, by and between City of Concord
("Concord") and Seller; Professional Services Agreement, dated July 1, 2018, by and
between Concord and Seller
32. Memorandum of Understanding Agreement, dated November 27, 2020, by and between
Nebraska State Patrol and Seller
With respect to each Specified Contract, until such time as the Specified Contract is assigned to
Purchaser, Seller shall undertake, without limitation, the following actions with respect to each
Specified Contract:
• enforce any provision applicable to the counterparty thereto in the ordinary course of
business consistent with past practice;
• communicate with the applicable counterparty thereto in respect of the requested services
and deliverables as set forth in each Specified Contract, and permit Purchaser to
participate in each such communication;
• comply with all applicable laws and maintain in good standing all licenses, permits or
other governmental approvals, in each case required for each Specified Contract;
• renew any Specified Contract in the ordinary course of business consistent with past
practice, as requested by Purchaser;
• obtain and maintain certain insurance requirements as set forth in each Specified
Contract;
• comply with any indemnification obligations set forth in each Specified Contract;
• comply with any reporting or information requirements set forth in each Specified
Contract;
• comply with any information sharing and audit rights with respect to each Specified
Contract;
• facilitate Purchaser's fulfillment of its obligations with respect to each Specified
Contract;
• take any such actions as reasonably requested by Purchaser in order to fulfill the
obligations under each Specified Contract;
• receive fees and remit any payments pursuant to the terms of each Specified Contract and
coordinate any invoicing and billing, in each case as may be required under each
Specified Contract; and
• comply with any confidentiality obligations under each Specified Contract.
- 48 -
In addition to the actions set forth above, with respect to each of the following Specified
Contracts, until such time as the Specified Contract is assigned to Purchaser, Seller shall
undertake the following actions set forth in respect of the applicable Specified Contract referred
to below:
1. Contract 603706-15 Tow Management Services: Including Dispatch Towing Storage &
Associated Services of Privately Owned Vehicles, dated January 26, 2016, by and between
LVMPD and Seller
a. Seller to interface with LVMPD with respect to information relating to the
performance of the contract as required under the contract.
2. Tow Management Services CMTS 319918, dated June 20, 2017, by and between the City of
Henderson and Seller, as amended
a. Seller to interface with LVMPD with respect to information necessary for an audit by
the City of Las Vegas.
3. Services Agreement, dated September 11, 2017 by and between Alanis and Seller
a. Seller shall coordinate with Purchaser to submit to Alanis a monthly accounting of all
services, representing the amounts due to Seller.
b. In the event any payment and/or performance bonds are required, ("Bonds"), Seller to
coordinate with Purchaser to procure the Bonds and pay any applicable annual and
other fees.
4. City of Forth Worth Agreement for Towing Management, Logistics and Technology
Services, dated September 11, 2018, between the City of Fort Worth and Seller
a. Seller agrees to not boycott Israel during the term of the agreement
b. Seller to interface with the City of Fort Worth with respect to any monthly update
reports required to be sent to the City of Fort Worth as provided under the contract.
5. Agreement, dated October 13, 2013, by and between the City of San Diego and Seller, as
amended.
a. Seller to interface with the San Diego Police Department and the City of San Diego's
Treasurer with respect to any monthly reports listing the disposition of all towed
vehicles.
b. Upon the City of San Diego's request, Seller to provide within 60 days a complete list
all subcontractors, vendors and suppliers that it has used in the last 5 years, along
with the dollar amount paid.
6. City of Portland Contract No. 30006554 for Hosted Towing Dispatch Software, dated July
31, 2019, by and between the City of Portland ("Portland") and Seller
- 49 -
a. Seller shall coordinate with Purchaser to maintain and retain supporting financial and
contract-related documents during the term of the contract and for a period of up to 3
years after the expiration or termination date of the contract or until the resolution of
any audit questions or claims, whichever is longer.
b. Seller to maintain its certification as an Equal Employment Opportunity Affirmative
Action Employer.
7. Master Contract for Services—The City of Kansas City, Missouri Contract No. EV2349,
dated May 1, 2019, by and between Kansas City, Missouri ("Kansas City") and Seller;
Master Contract for Services (EV2349), dated February 26, 2019, between the City of
Kansas City, Missouri and Seller
a. Seller to interface with Kansas City in respect of weekly invoices for all services and
provision of any utilization reports
b. Seller shall coordinate with Purchaser to provide proof of tax compliance with Kansas
City's ordinances if the payments it receives exceed $150,000.01 from May 1 through
April 30'in any given year.
8. Agreement, dated June 2, 2009, by and between Baltimore County and Seller
a. Seller to only contract with towers named on the list of licensed service providers
included in the contract and must include them in the rotation of police initiated
towing.
b. Seller to provide prompt written notice if the insurance coverage of any licensed
service provider or listed tower is cancelled.
c. Seller to promptly provide financial statements as requested and present licenses
necessary to the agreement to the Baltimore County as requested.
d. Seller shall coordinate with Purchaser to maintain accounts and records in accordance
with GAAP for the term of the agreement and, for 5 years after, maintain the record.
9. Contract for Services of Independent Contract, dated June 5, 2018, by and between
Department of Public Safety—Nevada Highway Patrol and Seller
a. Seller shall coordinate with Purchaser to keep and maintain true and complete records
as necessary to full disclose sufficient information to determine compliance with
regulations and statutes.
b. Seller shall coordinate with Purchaser to provide a cost evaluation report upon
request.
10. Contract, dated August 10, 2015, by and between the City of Austin ("Austin") and Seller, as
amended
- 50 -
a. Pursuant to the terms of the Transition Services Agreement entered into between
Seller and Purchaser in connection with the Agreement, Seller shall coordinate with
Purchaser to furnish a payment bond and performance bond, each in the amount of
$400,000
11. Subscription Agreement between DTS and each of the following parties: (a) 76 Towing, (b)
Action Towing Dive Team, Inc., (c) ARK Towing, (d)Bauer's Auto Wrecking & Towing,
(e)Bulldog Towing, (f) C&K Towing, (g) Custom Towing, (h)D&K Towing, (i)Dennis
Towing, 0)Econo Towing, (k)Fortney Towing, Inc., (1)Frontier Auto Body Towing, (m)
Herndon Towing Inc., (n) Johnson Brothers Towing, (o)Lamona Towing Service, Inc., (p)
Nelly's Towing, (q)Ray's Towing, (r)Reyna Towing, (s) Steve's Towing, (t) Tips Towing,
(u) Tow City Towing and (v)Walts Towing
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction, as set forth in the Schedule A of the agreement
12. Subscription Agreement, dated March 2013, by and between DTS and B&D Towing Santa
Ana
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction, as set forth in the Schedule A of the agreement
13. Subscription Agreement, dated June 1, 2013, by and between DTS and MetroPro-A and P
Towing
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction, as set forth in the Schedule A of the agreement
14. Subscription Agreement, dated April 30, 2013, by and between DTS and California Towing
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction, as set forth in the Schedule A of the agreement
15. Subscription Agreement, dated June 1, 2013, by and between DTS and MetroPro Santa Ana
- 51 -
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction, as set forth in the Schedule A of the agreement
16. Subscription Agreement, dated June 1, 2013, by and between DTS and TO and MO Santa
Ana
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction, as set forth in the Schedule A of the agreement
17. Consultant Agreement, dated October 1, 2011, by and between DTS and the City of Santa
Ana
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction, as set forth in the Schedule A of the agreement
18. Subscription Agreements between DTS and each of the following towing companies in the
city of Sandy, Oregon: All-Ways Towing; Cascade Towing; CCR Towing; Clackamas River
Towing; and New's Towing as in effect as of the date hereof.
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction.
19. Subscription Agreements between DTS and each of the following entities in the city of
Molalla, Oregon: Area Wide Towing; and M&M Towing as in effect as of the date hereof.
a. Seller shall coordinate with Purchaser to retain transaction data through the fifth
anniversary of creation of the tow record.
b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles
entered into the System during the previous month, multiplied by the applicable Rate
Per Transaction.
- 52 -
Form Request for Taxpayer Give Form to the
(Rev.October 2018) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank.
AutoReturn US LLC
2 Business name/disregarded entity name,if different from above
M 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions codes a only to
� P Y P ( apply Y
following seven boxes. certain entities,not individuals;see
a instructions on page 3):
C ❑✓ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation p
o Partnership Trust/estate
C single-member LLC Exempt payee code(if any)
a o
❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)Do-
0 Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
+' H LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is de(if any)
c another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that co
IL c is disregarded from the owner should check the appropriate box for the tax classification of its owner.
y ❑ Other(see instructions)► (Applies to accounts maintained outside the U.S.)
N5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional)
in 9440 W Sahara Ave Suite 215
6 City,state,and ZIP code
Las Vegas, NV 89117
7 List account number(s)here(optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding.For individuals,this is generally your social security number(S . However,for a -m -
resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other
entities, it is your employer identification number(EIN). If you do not have a number,see How to get a
TIN, later. or
Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
M87 - 1 9 8 3 5 5 0
LiMM Certification
Under penalties of perjury, I certify that:
1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and
2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3. I am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,
acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments
other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II, later.
Sign Signature of
Here U.S.person► Date► August 20, 2021
General Instructions • Form 1099-DIV(dividends,including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC(various types of income,prizes,awards,or gross
noted. proceeds)
Future developments. For the latest information about developments • Form 1099-B(stock or mutual fund sales and certain other
related to Form W-9 and its instructions,such as legislation enacted transactions by brokers)
after they were published,go to www.irs.gov/FormW9.
• Form 1099-S(proceeds from real estate transactions)
Purpose of Form • Form 1099-K(merchant card and third party network transactions)
An individual or entity(Form W-9 requester)who is required to file an • Form 1098(home mortgage interest), 1098-E(student loan interest),
information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
identification number(TIN)which may be your social security number • Form 1099-C(canceled debt)
(SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property)
taxpayer identification number(ATIN),or employer identification number
(EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident
amount reportable on an information return. Examples of information alien),to provide your correct TIN.
returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might
• Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding,
later.
Cat.No.10231X Form W-9(Rev.10-2018)
Form W-9(Rev.10-2018) Page 2
By signing the filled-out form,you: Example.Article 20 of the U.S.-China income tax treaty allows an
1.Certify that the TIN you are giving is correct(or you are waiting for a exemption from tax for scholarship income received by a Chinese
number to be issued), student temporarily present in the United States. Under U.S. law,this
student will become a resident alien for tax purposes if his or her stay in
2.Certify that you are not subject to backup withholding,or the United States exceeds 5 calendar years. However,paragraph 2 of
3.Claim exemption from backup withholding if you are a U.S.exempt the first Protocol to the U.S.-China treaty(dated April 30, 1984)allows
payee.If applicable,you are also certifying that as a U.S.person,your the provisions of Article 20 to continue to apply even after the Chinese
allocable share of any partnership income from a U.S.trade or business student becomes a resident alien of the United States.A Chinese
is not subject to the withholding tax on foreign partners'share of student who qualifies for this exception(under paragraph 2 of the first
effectively connected income,and protocol)and is relying on this exception to claim an exemption from tax
4.Certify that FATCA code(s)entered on this form(if any)indicating on his or her scholarship or fellowship income would attach to Form
that you are exempt from the FATCA reporting,is correct.See What is W-9 a statement that includes the information described above to
FATCA reporting, later,for further information. support that exemption.
Note:If you are a U.S. person and a requester gives you a form other If you are a nonresident alien or a foreign entity,give the requester the
than Form W-9 to request your TIN,you must use the requester's form if appropriate completed Form W-8 or Form 8233.
it is substantially similar to this Form W-9. Backup Withholding
Definition of a U.S.person.For federal tax purposes,you are
considered a U.S.person if you are: What is backup withholding?Persons making certain payments to you
•An individual who is a U.S.citizen or U.S.resident alien; must under certain conditions withhold and pay to the IRS 24%of such
payments.This is called"backup withholding." Payments that may be
•A partnership,corporation,company,or association created or subject to backup withholding include interest,tax-exempt interest,
organized in the United States or under the laws of the United States; dividends,broker and barter exchange transactions,rents,royalties,
•An estate(other than a foreign estate);or nonemployee pay, payments made in settlement of payment card and
•A domestic trust(as defined in Regulations section 301.7701-7). third party network transactions,and certain payments from fishing boat
operators.Real estate transactions are not subject to backup
Special rules for partnerships.Partnerships that conduct a trade or withholding.
business in the United States are generally required to pay a withholding You will not be subject to backup withholding on payments you
tax under section 1446 on any foreign partners'share of effectively receive if you give the requester your correct TIN,make the proper
connected taxable income from such business.Further,in certain cases certifications,and report all your taxable interest and dividends on your
where a Form W-9 has not been received,the rules under section 1446 tax return.
require a partnership to presume that a partner is a foreign person,and
pay the section 1446 withholding tax.Therefore, if you are a U.S.person Payments you receive will be subject to backup withholding if:
that is a partner in a partnership conducting a trade or business in the 1.You do not furnish your TIN to the requester,
United States,provide Form W-9 to the partnership to establish your 2.You do not certify your TIN when required(see the instructions for
U.S.status and avoid section 1446 withholding on your share of Part II for details),
partnership income.
In the cases below,the following person must give Form W-9 to the 3.The IRS tells the requester that you furnished an incorrect TIN,
partnership for purposes of establishing its U.S.status and avoiding 4.The IRS tells you that you are subject to backup withholding
withholding on its allocable share of net income from the partnership because you did not report all your interest and dividends on your tax
conducting a trade or business in the United States. return(for reportable interest and dividends only),or
• In the case of a disregarded entity with a U.S.owner,the U.S.owner 5.You do not certify to the requester that you are not subject to
of the disregarded entity and not the entity; backup withholding under 4 above(for reportable interest and dividend
• In the case of a grantor trust with a U.S.grantor or other U.S.owner, accounts opened after 1983 only).
generally,the U.S.grantor or other U.S.owner of the grantor trust and Certain payees and payments are exempt from backup withholding.
not the trust;and See Exempt payee code, later,and the separate Instructions for the
• In the case of a U.S.trust(other than a grantor trust),the U.S.trust Requester of Form W-9 for more information.
(other than a grantor trust)and not the beneficiaries of the trust. Also see Special rules for partnerships, earlier.
Foreign person.If you are a foreign person or the U.S.branch of a What is FATCA Reporting?
foreign bank that has elected to be treated as a U.S.person,do not use
Form W-9. Instead, use the appropriate Form W-8 or Form 8233(see The Foreign Account Tax Compliance Act(FATCA)requires a
Pub.515,Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report all United States
Entities). account holders that are specified United States persons.Certain
Nonresident alien who becomes a resident alien.Generally,only a payees are exempt from FATCA reporting.See Exemption from FATCA
nonresident alien individual may use the terms of a tax treaty to reduce reporting code, later,and the Instructions for the Requester of Form
or eliminate U.S.tax on certain types of income. However, most tax W-9 for more information.
treaties contain a provision known as a"saving clause."Exceptions Updating Your Information
specified in the saving clause may permit an exemption from tax to
continue for certain types of income even after the payee has otherwise You must provide updated information to any person to whom you
become a U.S.resident alien for tax purposes. claimed to be an exempt payee if you are no longer an exempt payee
If you are a U.S.resident alien who is relying on an exception and anticipate receiving reportable payments in the future from this
contained in the saving clause of a tax treaty to claim an exemption person.For example,you may need to provide updated information if
from U.S.tax on certain types of income,you must attach a statement you are a C corporation that elects to be an S corporation,or if you no
to Form W-9 that specifies the following five items. longer are tax exempt. In addition,you must furnish a new Form W-9 if
1.The treaty country.Generally,this must be the same treaty under the name or TIN changes for the account;for example,if the grantor of a
which you claimed exemption from tax as a nonresident alien. grantor trust dies.
2.The treaty article addressing the income. Penalties
3.The article number(or location)in the tax treaty that contains the
saving clause and its exceptions. Failure to furnish TIN.If you fail to furnish your correct TIN to a
4.The type and amount of income that qualifies for the exemption requester,you are subject to a penalty of$50 for each such failure
from tax. unless your failure is due to reasonable cause and not to willful neglect.
5.Sufficient facts to justify the exemption from tax under the terms of Civil penalty for false information with respect to withholding.If you
the treaty article. make a false statement with no reasonable basis that results in no
backup withholding,you are subject to a$500 penalty.
Form W-9(Rev.10-2018) Page 3
Criminal penalty for falsifying information.Willfully falsifying IF the entity/person on line 1 is THEN check the box for...
certifications or affirmations may subject you to criminal penalties a(n)...
including fines and/or imprisonment.
Misuse of TINS.If the requester discloses or uses TINS in violation of • Corporation Corporation
federal law,the requester may be subject to civil and criminal penalties. • Individual Individual/sole proprietor or single-
• Sole proprietorship,or member LLC
Specific Instructions • Single-member limited liability
company(LLC)owned by an
Line 1 individual and disregarded for U.S.
You must enter one of the following on this line;do not leave this line federal tax purposes.
blank.The name should match the name on your tax return. • LLC treated as a partnership for Limited liability company and enter
If this Form W-9 is for a joint account(other than an account U.S.federal tax purposes, the appropriate tax classification.
maintained by a foreign financial institution(FFI)), list first,and then . LLC that has filed Form 8832 or (P=Partnership;C=C corporation;
circle,the name of the person or entity whose number you entered in 2553 to be taxed as a corporation, or S=S corporation)
Part I of Form W-9.If you are providing Form W-9 to an FFI to document or
a joint account,each holder of the account that is a U.S.person must . LLC that is disregarded as an
provide a Form W-9. entity separate from its owner but
a. Individual.Generally,enter the name shown on your tax return. If the owner is another LLC that is
you have changed your last name without informing the Social Security not disregarded for U.S.federal tax
Administration(SSA)of the name change,enter your first name,the last purposes.
name as shown on your social security card,and your new last name.
Note:ITIN applicant:Enter your individual name as it was entered on • Partnership Partnership
your Form W-7 application, line 1 a.This should also be the same as the • Trust/estate Trust/estate
name you entered on the Form 1040/1040A/1040EZ you filed with your Line 4, Exemptions
application.
b. Sole proprietor or single-member LLC.Enter your individual If you are exempt from backup withholding and/or FATCA reporting,
name as shown on your 1040/1040A/1040EZ on line 1.You may enter enter in the appropriate space on line 4 any code(s)that may apply to
your business,trade,or"doing business as"(DBA)name on line 2. you.
c. Partnership,LLC that is not a single-member LLC,C Exempt payee code.
corporation,or S corporation.Enter the entity's name as shown on the • Generally,individuals(including sole proprietors)are not exempt from
entity's tax return on line 1 and any business,trade,or DBA name on backup withholding.
line 2. • Except as provided below,corporations are exempt from backup
d. Other entities.Enter your name as shown on required U.S.federal withholding for certain payments,including interest and dividends.
tax documents on line 1.This name should match the name shown on the . Corporations are not exempt from backup withholding for payments
charter or other legal document creating the entity.You may enter any made in settlement of payment card or third party network transactions.
business,trade,or DBA name on line 2.
• Corporations are not exempt from backup withholding with respect to
e. Disregarded entity. For U.S.federal tax purposes,an entity that is attorneys'fees or gross proceeds paid to attorneys,and corporations
disregarded as an entity separate from its owner is treated as a that provide medical or health care services are not exempt with respect
"disregarded entity." See Regulations section 301.7701-2(c)(2)(iii). Enter to payments reportable on Form 1099-MISC.
the owner's name on line 1.The name of the entity entered on line 1
should never be a disregarded entity.The name on line 1 should be the The following codes identify payees that are exempt from backup
name shown on the income tax return on which the income should be withholding. Enter the appropriate code in the space in line 4.
reported. For example, if a foreign LLC that is treated as a disregarded 1—An organization exempt from tax under section 501(a),any IRA,or
entity for U.S.federal tax purposes has a single owner that is a U.S. a custodial account under section 403(b)(7)if the account satisfies the
person,the U.S.owner's name is required to be provided on line 1. If requirements of section 401(f)(2)
the direct owner of the entity is also a disregarded entity,enter the first 2—The United States or any of its agencies or instrumentalities
owner that is not disregarded for federal tax purposes. Enter the
disregarded entity's name on line 2,"Business name/disregarded entity 3—A state,the District of Columbia,a U.S.commonwealth or
name."If the owner of the disregarded entity is a foreign person,the possession,or any of their political subdivisions or instrumentalities
owner must complete an appropriate Form W-8 instead of a Form W-9. 4—A foreign government or any of its political subdivisions,agencies,
This is the case even if the foreign person has a U.S.TIN. or instrumentalities
Line 2 5—A corporation
If you have a business name,trade name, DBA name,or disregarded 6—A dealer in securities or commodities required to register in the
entity name,you may enter it on line 2. United States,the District of Columbia,or a U.S.commonwealth or
possession
Line 3 7—A futures commission merchant registered with the Commodity
Check the appropriate box on line 3 for the U.S.federal tax Futures Trading Commission
classification of the person whose name is entered on line 1.Check only 8—A real estate investment trust
one box on line 3. 9—An entity registered at all times during the tax year under the
Investment Company Act of 1940
10—A common trust fund operated by a bank under section 584(a)
11—A financial institution
12—A middleman known in the investment community as a nominee or
custodian
13—A trust exempt from tax under section 664 or described in section
4947
Form W-9(Rev.10-2018) Page 4
The following chart shows types of payments that may be exempt M—A tax exempt trust under a section 403(b)plan or section 457(g)
from backup withholding.The chart applies to the exempt payees listed plan
above, 1 through 13. Note:You may wish to consult with the financial institution requesting
IF the payment is for... THEN the payment is exempt this form to determine whether the FATCA code and/or exempt payee
for... code should be completed.
Interest and dividend payments All exempt payees except Line 5
for 7 Enter your address(number,street,and apartment or suite number).
Broker transactions Exempt payees 1 through 4 and 6 This is where the requester of this Form W-9 will mail your information
through 11 and all C corporations. returns. If this address differs from the one the requester already has on
S corporations must not enter an file,write NEW at the top. If a new address is provided,there is still a
exempt payee code because they chance the old address will be used until the payor changes your
are exempt only for sales of address in their records.
noncovered securities acquired Line 6
prior to 2012.
Barter exchange transactions and Exempt payees 1 through 4 Enter your city,state,and ZIP code.
patronage dividends Part I. Taxpayer Identification Number (TIN)
Payments over$600 required to be Generally,exempt payees Enter your TIN in the appropriate box.If you are a resident alien and
reported and direct sales over 1 through 52 you do not have and are not eligible to get an SSN,your TIN is your IRS
$5,000' individual taxpayer identification number(ITIN). Enter it in the social
security number box. If you do not have an ITIN,see How to get a TIN
Payments made in settlement of Exempt payees 1 through 4 below.
payment card or third party network If you are a sole proprietor and you have an EIN,you may enter either
transactions your SSN or EIN.
1 See Form 1099-MISC, Miscellaneous Income,and its instructions. If you are a single-member LLC that is disregarded as an entity
separate from its owner,enter the owner's SSN(or EIN,if the owner has
z However,the following payments made to a corporation and one). Do not enter the disregarded entity's EIN.If the LLC is classified as
reportable on Form 1099-MISC are not exempt from backup a corporation or partnership,enter the entity's EIN.
withholding: medical and health care payments,attorneys'fees,gross Note:See What Name and Number To Give the Requester, later,for
proceeds paid to an attorney reportable under section 6045(f),and
payments for services paid by a federal executive agency. further clarification of name and TIN combinations.
Exemption from FATCA reporting code.The following codes identify How to get a TIN.If you do not have a TIN,apply for one immediately.
payees that are exempt from reporting under FATCA.These codes To apply for an SSN,get Form SS-5,Application for a Social Security
apply to persons submitting this form for accounts maintained outside Card,from your local SSA office or get this form online at
of the United States by certain foreign financial institutions.Therefore, if www.SSA.gov.You may also get this form by calling 1-800-772-1213.
you are only submitting this form for an account you hold in the United Use Form W-7,Application for IRS Individual Taxpayer Identification
States,you may leave this field blank.Consult with the person Number,to apply for an ITIN,or Form SS-4,Application for Employer
requesting this form if you are uncertain if the financial institution is Identification Number,to apply for an EIN.You can apply for an EIN
subject to these requirements.A requester may indicate that a code is online by accessing the IRS website at www.irs.gov/Businesses and
not required by providing you with a Form W-9 with"Not Applicable"(or clicking on Employer Identification Number(EIN)under Starting a
any similar indication)written or printed on the line for a FATCA Business.Go to www.irs.gov/Forms to view,download,or print Form
exemption code. W-7 and/or Form SS-4. Or,you can go to www.irs.gov/OrderForms to
place an order and have Form W-7 and/or SS-4 mailed to you within 10
A—An organization exempt from tax under section 501(a)or any business days.
individual retirement plan as defined in section 7701(a)(37)
If you are asked to complete Form W-9 but do not have a TIN,apply
B—The United States or any of its agencies or instrumentalities for a TIN and write"Applied For"in the space for the TIN,sign and date
C—A state,the District of Columbia,a U.S.commonwealth or the form,and give it to the requester. For interest and dividend
possession,or any of their political subdivisions or instrumentalities payments,and certain payments made with respect to readily tradable
D—A corporation the stock of which is regularly traded on one or instruments,generally you will have 60 days to get a TIN and give it to
more established securities markets,as described in Regulations the requester before you are subject to backup withholding on
section 1.1472-1(c)(1)(i) payments.The 60-day rule does not apply to other types of payments.
You will be subject to backup withholding on all such payments until
E—A corporation that is a member of the same expanded affiliated you provide your TIN to the requester.
group as a corporation described in Regulations section 1.1472-1(c)(1)(i)
Note:Entering"Applied For"means that you have already applied for a
F—A dealer in securities,commodities,or derivative financial TIN or that you intend to apply for one soon.
instruments(including notional principal contracts,futures,forwards,
and options)that is registered as such under the laws of the United Caution:A disregarded U.S.entity that has a foreign owner must use
States or any state the appropriate Form W-8.
G—A real estate investment trust Part II. Certification
H—A regulated investment company as defined in section 851 or an To establish to the withholding agent that you are a U.S.person,or
entity registered at all times during the tax year under the Investment resident alien,sign Form W-9.You may be requested to sign by the
Company Act of 1940 withholding agent even if item 1,4,or 5 below indicates otherwise.
I—A common trust fund as defined in section 584(a) For a joint account,only the person whose TIN is shown in Part I
J—A bank as defined in section 581 should sign(when required). In the case of a disregarded entity,the
K—A broker person identified on line 1 must sign. Exempt payees,see Exempt payee
L—A trust exempt from tax under section 664 or described in section code, earlier.
4947(a)(1) Signature requirements.Complete the certification as indicated in
items 1 through 5 below.
Form W-9(Rev.10-2018) Page 5
1.Interest,dividend,and barter exchange accounts opened For this type of account: Give name and EIN of:
before 1984 and broker accounts considered active during 1983.
You must give your correct TIN,but you do not have to sign the 14.Account with the Department of The public entity
certification. Agriculture in the name of a public
entity(such as a state or local
2.Interest,dividend,broker,and barter exchange accounts government,school district,or
opened after 1983 and broker accounts considered inactive during prison)that receives agricultural
1983.You must sign the certification or backup withholding will apply. If program payments
you are subject to backup withholding and you are merely providing
your correct TIN to the requester,you must cross out item 2 in the 15.Grantor trust filing under the Form The trust
certification before signing the form. 1041 Filing Method or the Optional
3.Real estate transactions.You must sign the certification.You may Form 1099 Filing Method 2(see
cross out item 2 of the certification. Regulations section 1.671-4(b)(2)(i)(B))
4.Other payments.You must give your correct TIN,but you do not List first and circle the name of the person whose number you furnish.
have to sign the certification unless you have been notified that you If only one person on a joint account has an SSN,that person's number
have previously given an incorrect TIN."Other payments"include must be furnished.
payments made in the course of the requester's trade or business for 2 Circle the minor's name and furnish the minor's SSN.
rents,royalties,goods(other than bills for merchandise),medical and
health care services(including payments to corporations),payments to 3 You must show your individual name and you may also enter your
a nonemployee for services, payments made in settlement of payment business or DBA name on the"Business name/disregarded entity"
card and third party network transactions,payments to certain fishing name line.You may use either your SSN or EIN(if you have one),but the
boat crew members and fishermen,and gross proceeds paid to IRS encourages you to use your SSN.
attorneys(including payments to corporations). 4 List first and circle the name of the trust,estate,or pension trust.(Do
5.Mortgage interest paid by you,acquisition or abandonment of not furnish the TIN of the personal representative or trustee unless the
secured property,cancellation of debt,qualified tuition program legal entity itself is not designated in the account title.)Also see Special
payments(under section 529),ABLE accounts(under section 529A), rules for partnerships,earlier.
IRA,Coverdell ESA,Archer MSA or HSA contributions or *Note:The grantor also must provide a Form W-9 to trustee of trust.
distributions,and pension distributions.You must give your correct Note:If no name is circled when more than one name is listed,the
TIN, but you do not have to sign the certification. number will be considered to be that of the first name listed.
What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft
For this type of account: Give name and SSN of: Identity theft occurs when someone uses your personal information
1.Individual The individual such as your name,SSN,or other identifying information,without your
2.Two or more individuals Joint The actual owner of the account or,if permission,to commit fraud or other crimes.An identity thief may use
account)other than an account combined funds,the first individual on your SSN to get a job or may file a tax return using your SSN to receive
maintained by an FFI the account' a refund.
3.Two or more U.S.persons Each holder of the account To reduce your risk:
Joint account maintained by an FFI) •Protect your SSN,
4.Custodial account of a minor The minor •Ensure your employer is protecting your SSN,and
(Uniform Gift to Minors Act) •Be careful when choosing a tax preparer.
5.a.The usual revocable savings trust The grantor-trustee' If your tax records are affected by identity theft and you receive a
(grantor is also trustee) notice from the IRS,respond right away to the name and phone number
b.So-called trust account that is not The actual owner printed on the IRS notice or letter.
a legal or valid trust under state law
If your tax records are not currently affected by identity theft but you
6.Sole proprietorship or disregarded The owner3 think you are at risk due to a lost or stolen purse or wallet,questionable
entity owned by an individual credit card activity or credit report,contact the IRS Identity Theft Hotline
7.Grantor trust filing under Optional The grantor' at 1-800-908-4490 or submit Form 14039.
Form 1099 Filing Method 1 (see For more information,see Pub.5027, Identity Theft Information for
Regulations section 1.671-4(b)(2)(i) Taxpayers.
(A)) Victims of identity theft who are experiencing economic harm or a
For this type of account: Give name and EIN of: systemic problem,or are seeking help in resolving tax problems that
8.Disregarded entity not owned by an The owner have not been resolved through normal channels,may be eligible for
individual Taxpayer Advocate Service(TAS)assistance.You can reach TAS by
9.A valid trust,estate,or pension trust Legal entity4 calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
1-800-829-4059.
10.Corporation or LLC electing The corporation Protect yourself from suspicious emails or phishing schemes.
corporate status on Form 8832 or Phishing is the creation and use of email and websites designed to
Form 2553 mimic legitimate business emails and websites.The most common act
11.Association,club,religious, The organization is sending an email to a user falsely claiming to be an established
charitable,educational,or other tax- legitimate enterprise in an attempt to scam the user into surrendering
exempt organization private information that will be used for identity theft.
12.Partnership or multi-member LLC The partnership
13.A broker or registered nominee The broker or nominee
Form W-9(Rev.10-2018) Page 6
The IRS does not initiate contacts with taxpayers via emails.Also,the privacy Act Notice
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords,or similar secret access Section 6109 of the Internal Revenue Code requires you to provide your
information for their credit card, bank,or other financial accounts. correct TIN to persons(including federal agencies)who are required to
If you receive an unsolicited email claiming to be from the IRS, file information returns with the IRS to report interest,dividends,or
forward this message to phishing@irs.gov. You may also report misuse certain other income paid to you;mortgage interest you paid;the
of the IRS name,logo,or other IRS property to the Treasury Inspector acquisition tr abandonment of secured property;the cancellation of
General for Tax Administration(fIGTA)at 1-800-366-4484.You can debt;n contributions you made to in IRA,Archer the for to
The
forward suspicious emails to the Federal Trade Commission at person collecting this form uses the information o the form to file
spam@uce.gov or report them at www.ftc.gov/complaint.You can information returns with the IRS,reporting the above information.
contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT(877-438-4338). Routine uses of this information include giving it to the Department of
If you have been the victim of identity theft,see www.ldentityTheft.gov Justice for civil and criminal litigation and to cities,states,the District of
and Pub.5027. Columbia,and U.S.commonwealths and possessions for use in
administering their laws.The information also may be disclosed to other
Visit www.irs.gov//dentityTheft to learn more about identity theft and countries under a treaty,to federal and state agencies to enforce civil
how to reduce your risk. and criminal laws,or to federal law enforcement and intelligence
agencies to combat terrorism.You must provide your TIN whether or
not you are required to file a tax return.Under section 3406,payers
must generally withhold a percentage of taxable interest,dividend,and
certain other payments to a payee who does not give a TIN to the payer.
Certain penalties may also apply for providing false or fraudulent
information.
Corporations Section �, E 0 Ruth R. HughS
P.O.Box 13697 1�� �� Secretary of State
Austin,Texas 78711-3697 `X
Office of the Secretary of State
May 17, 2021
Attn: Silicon Valley Law Group
Silicon Valley Law Group
1 N. Market Street, Suite 200
San Jose, CA 95113 USA
RE: AutoReturn Technologies, Inc.
File Number: 804065398
It has been our pleasure to file the application for registration and issue the enclosed certificate of
filing evidencing the authority of the foreign for-profit corporation to transact business in Texas.
Unless exempted, the foreign entity is subject to state tax laws, including franchise tax laws. Shortly,
the Comptroller of Public Accounts will be contacting the entity at its registered office for information
that will assist the Comptroller in setting up the franchise tax account for the foreign entity.
Information about franchise tax, and contact information for the Comptroller's office, is available on
their web site at https://window.state.tx.us/taxinfo/franchise/index.html.
The registered foreign entity is not required to file annual reports with the Secretary of State. An
application for amended registration must be filed with the Secretary of State if the foreign entity
changes its name, changes the purposes to be pursued in Texas, or changes the assumed name it
elected to use on its application for registration. It is important for the foreign entity to continuously
maintain a registered agent and office in Texas. Failure to maintain an agent or office or file a change
to the information in Texas may result in the revocation of the entity's registration by the Secretary of
State.
If we can be of further service at any time, please let us know.
Sincerely,
Corporations Section
Business &Public Filings Division
(512) 463-5555
Enclosure
Come visit us on the internet athttps://www.sos.texas.gov/
Phone: (512)463-5555 Fax: (512)463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Angie Hurtado TID: 10292 Document: 1051077980002
Corporations Section ��E 0 Ruth R. Hughs
P.O.Box 13697 �,�� �tt) Secretary of State
Austin,Texas 78711-3697 `X
Office of the Secretary of State
CERTIFICATE OF FILING
OF
AutoReturn Technologies, Inc.
File Number: 804065398
The undersigned, as Secretary of State of Texas, hereby certifies that an Application for Registration for
the above named Foreign For-Profit Corporation to transact business in this State has been received in
this office and has been found to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing the authority of the entity to transact business in
this State from and after the effective date shown below for the purpose or purposes set forth in the
application under the name of
AutoReturn Technologies, Inc.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional Name Act, or the common law.
Dated: 05/13/2021
Effective: 05/13/2021
f
40
Ruth R. Hughs
Secretary of State
Come visit us on the internet athttps://www.sos.texas.gov/
Phone: (512)463-5555 Fax: (512)463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Angie Hurtado TID: 10308 Document: 1051077980002
Form 301 �
Filed in the Office of the
Secretary of State Secretary of State of Texas
P.O. Box 13697 ` Filing #: 804065398 05/13/2021
Austin, TX 78711-3697 Document#: 1051077980002
FAX: 512/463-5709 Application for Image Generated Electronically
Registration of a for Web Filing
Filing Fee: $750 Foreign For-Profit
Corporation
1. The entity is a foreign for-profit corporation. The name of the entity is
AutoReturn Technologies, Inc.
2A. The name of the corporation in its jurisdiction of formation does not contain the word "corporation," "company,"
"incorporated," or"limited" (or an abbreviation thereof). The name of the corporation with the word or abbreviation
which it elects to add for use in Texas is:
2B. If the corporate name is not available in Texas, then set forth the name under which the corporation will qualify
and transact business in Texas:
3. Its federal employer identification number is: 850694600
Federal employer identification number is not available at this time.
4. It is incorporated under the laws of: NEVADA, USA and the date of its formation in that jurisdiction is:
2/5/2020
5. As of the date of filing, the undersigned certifies that the foreign corporation currently exists as a valid corporation
under the laws of the jurisdiction of its formation.
6. The purpose or purposes of the corporation that it proposes to pursue in the transaction of business in Texas are
set forth below. The entity also certifies that it is authorized to pursue such stated purpose or purposes in the state or
country under which it is organized.
Software business
7. The date on which the foreign entity intends to transact business in Texas, or the date on which the foreign entity
first transacted business in Texas is: 05/13/2021
8. The principal office address of the corporation is:
9440 W. Sahara Ave., Suite 215, Las Vegas, NV, USA 89117
',9A. The initial registered agent is an organization by the name of:
Corporation Service Company dba CSC-Lawyers Incorporating Service
9B. The initial registered agent is an individual resident of the state whose name is:
r 9C. The business address of the registered agent and the registered office address is:
211 E. 7th Street
Suite 620 Austin TX 78701
Consent of Registered Agent
A. A copy of the consent of registered agent is attached. TX Agent ACceptance.pdf
OR
B. The consent of the registered agent is maintained by the entity.
10. The corporation hereby appoints the Secretary of State of Texas as its agent for service of process under the
circumstances set forth in section 5.251 of the Texas Business Organizations Code.
11. The name and address of each person on the board of directors is:
Director 1: John . Wicker
Address: 9440 W. Sahara Ave. Suite 215 Las Vegas NV, USA 89117
Director 2: Bob Reddy
Address: 9440 W. Sahara Ave. Suite 215 Las Vegas NV, USA 89117
Director s: Jerry Carnahan
Address: 9440 W. Sahara Ave. Suite 215 Las Vegas NV, USA 89117
Director4: Kacy ROzelle
Address: 9440 W. Sahara Ave. Suite 215 Las Vegas NV, USA 89117
Directors: Gene Washington
Address: 9440 W. Sahara Ave. Suite 215 Las Vegas NV, USA 89117
Director 6: George Hoyem
Address: 9440 W. Sahara Ave. Suite 215 Las Vegas NV, USA 89117
Supplemental Provisions/Information
[The attached addendum, if any, is incorporated herein by reference.]
Effectiveness of Filing
Wl A. This document becomes effective when the document is filed by the secretary of state.
OR
B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its
signing. The delayed effective date is:
Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The
undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or
fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of
law governing the entity to execute the filing instrument.
Date: May 13, 2021 Ray Krouse
Signature and title of authorized person on behalf of the foreign entity
FILING OFFICE COPY
Form 401-A
(Revised 12/09)
Acceptance of Appointment
and
Consent to Serve as Registered Agent
§5.201(b) Business Organizations Code
The following form may be used when the person designated as registered agent in a registered agent
filing is an individual.
Acceptance of Appointment and Consent to Serve as Registered A_eennt
I acknowledge, accept and consent to my designation or appointment as registered agent in Texas for
AutoReturn Technologies,Inc.
Name of represented entity
I am a resident of the state and understand that it will be my responsibility to receive any process,
notice, or demand that is served on me as the registered agent of the represented entity; to forward
such to the represented entity; and to immediately notify the represented entity and submit a statement
of resignation to the Secretary of State if I resign.
x:
Signature of registered agent Printed name of registered agent Date(mmlddfyyyy)
The following form may be used when the person designated as registered agent in a registered agent
filing is an organization.
Acceptance of Appointment and Consent to Serve as Registered Aizent
I am authorized to act on behalf of Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Compat y
Name of organization designated as registered agent
The organization is registered or otherwise authorized to do business in Texas. The organization
acknowledges, accepts and consents to its appointment or designation as registered agent in Texas for:
Name of represented entity
The organization takes responsibility to receive any process, notice, or demand that is served on the
organization as the registered agent of the represented entity; to forward such to the represented entity;
and to immediately notify the represented entity and submit a statement of resignation to the Secretary
of State if the organization resigns.
Danielle Ellenberger,Asst Secretary
X:By: Z�Iall'� �� 5/13/2021
Signature of person authorized to act on behalf of organization Printed name of authorized person Date(mmlddfyyyy)
Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company
Form 401-A 3