Loading...
HomeMy WebLinkAboutCAG2021-210 - Other - Versaterm Public Safety US, Inc. - Notice of Change of Legal Entity (formerly SPIDER Tech, Inc.) - 01/01/2024 1 N MacDonald Suite 500 ersaterm Mesa,AZ 85201 January 24, 2024 Dear Customer: RE: Notice of Change of Legal Entity We are pleased to inform you that SPIDR TECH,INC has merged with and into Versaterm Public Safety US, Inc. ( Versaterm ) effective January 1, 2024. This change in legal entity structure is designed to streamline our back operations.There is no change of ownership.All contracts entered into with SPIDR TECH,INC are valid and remain in force. NAME CHANGE We would appreciate you updating your internal records to reflect the name change.We have enclosed a copy of Versaterm's new W-9 form for your records and a package explaining the steps in the reorganization. Please let us know what,if any,further documentation is required. EMAIL CHANGE Our email communications will now come from ARSPIDRTECH@versaterm.com.All replies will originate from our new ARSPIDRTECH@versaterm.com.To ensure seamless communication, please add ARSPIDRTECH(6versaterm.com to your list of approved senders. This action will help avoid any potential filtering into your Junk Folder . BANK CHANGE Please note banking information has changed. Please see the invoice for updated remittance information. HEAD OFFICE ADDRESS CHANGE The Head Office for Versaterm Public Safety US, Inc.is 1 N MacDonald Suite 500, Mesa,AZ 85201 Apart from these procedural adjustments, there will be no other changes to the invoicing process. You can continue to expect the same level of excellence and reliability in our products and services. Thank you for being a valued part of our community, and we look forward to serving you under our new legal entity name. Accounts Receivable Versaterm Public Safety US,Inc. DOCUMENTATION EVIDENCE THE NAME OF SPIDR TECH, INC. ("Company") TO VERSATERM PUBLIC SAFETY US, INC. 1. AGREEMENTAND PLAN OF MERGER 2. LETTER CONFIRMING STATEMENT OF DOMESTICATION 3. STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON- DELAWARE CORPORATION TOADELAWARE CORPORATION PURSUANT TO SECTION 265OFTHE DELAWARE GENERAL CORPORATION LAW 4. STATE OF DELAWARE CERTIFICATE OF INCORPORATION A STOCK CORPORATION 5. STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION EXPLANATION 1. AGREEMENT AND PLAN OF MERGER This document confirms that the Company has: a. merged with JusticeTrax Inc.; and b. that all assets and liabilities have been transferred to JusticeTrax Inc. 2. LETTER CONFIRMING STATEMENT OF DOMESTICATION a. This document confirms Arizona's approval to the change of jurisdiction of JusticeTrax Inc. from Arizona to Delaware 3. STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON- DELAWARE CORPORATION TOADELAWARE CORPORATION PURSUANT TO SECTION 265OFTHE DELAWARE GENERAL CORPORATION LAW a. This document confirms that JusticeTrax Inc. is changing jurisdiction. It has gone from Arizona to Delaware. 4. STATE OF DELAWARE CERTIFICATE OF INCORPORATION ASTOCK CORPORATION a. This document confirms that JusticeTrax Inc. is now incorporated under the Laws of the state of Delaware. 5. STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION a. This document confirms the name change going from JusticeTrax Inc. to Versaterm Public Safety US, Inc. DOCUMENT 1 AGREEMENT AND PLAN OF MERGER Execution Version AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into on this Pt day of January, 2024, by and among JusticeTrax Inc. ("JusticeTrax"), an Arizona corporation, and each of(a) 5 Point Solutions, LLC, a South Carolina limited liability company, (b) Visual Labs, Inc., a Delaware corporation, (c) Adashi Systems LLC, a Maryland limited liability company, (d) SPIDR Tech Inc., a Delaware corporation, and (e) CI Technology, LLC, a Delaware limited liability company (each a "Target Company" and together the "Tamer et Companies"). RECITALS WHEREAS, JusticeTrax is an Arizona corporation duly organized and validly existing under the laws of the State of Arizona. WHEREAS, each Target Company is duly organized and validly existing under the laws of its jurisdiction of formation or incorporation, as applicable. WHEREAS,pursuant to the transactions contemplated by this Agreement and on the terms and subject to the conditions set forth herein, the Target Companies, in accordance with, as applicable, the Delaware Limited Liability Company Act (the "DLLCA"), the Delaware General Corporation Law, the South Carolina Uniform Limited Liability Act, the Maryland Limited Liability Company Act and the Arizona Revised Statutes (the "ARS"), shall merge with and into JusticeTrax (the "Merge ") which shall continue as the surviving entity in such merger (the "SurvivingCompanX"); and WHEREAS, (a) the respective boards of directors or boards of managers of JusticeTrax and the Target Companies have approved the Merger and this Agreement and have declared the Merger and other transactions contemplated by this Agreement to be advisable and fair to, and in the best interests of JusticeTrax and each of the Target Companies. NOW,THEREFORE, in consideration 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: ARTICLE I MERGER OF THE TARGET COMPANIES INTO JUSTICETRAX Section 1.01 Merger. In accordance with the ARS, at the Effective Time (as defined below) of the Merger, the Target Companies shall be merged with and into JusticeTrax, which shall continue as the Surviving Company, and the Surviving Company shall continue its existence under the laws of the State of Arizona. Section 1.02 Effective Time. The parties hereto shall cause a Certificate of Merger, or other such documents as are required, to be filed as promptly as possible with the Secretary of State of the State of Arizona(the "Arizona Certificate"). The Merger shall become effective upon the date of acceptance and filing of the Arizona Certificate (hereafter referred to as the "Effective Time"). Section 1.03 Organizational Documents. The organizational documents of JusticeTrax in effect at the Effective Time shall continue as the organizational documents of the Surviving Company until thereafter amended as provided therein or by the ARS. The directors and officers of JusticeTrax immediately prior to the Effective Time shall continue as the directors and officers of the Surviving Company from and after the Effective Time. ARTICLE II EFFECT ON OWNERSHIP INTERESTS Section 2.01 Effect on Ownership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of JusticeTrax or the Target Companies: (a) all ownership interests of JusticeTrax issued and outstanding immediately prior to the Effective Time shall remain outstanding following the consummation of the Merger and(b)all ownership interests of the Target Companies shall automatically be canceled, extinguished and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. ARTICLE III EFFECTS OF MERGER Section 3.01 Effects of Merger. From the Effective Time, the Merger shall have the effects provided by Arizona law. Without limiting the generality of the foregoing, upon the Effective Time,the separate existence of the Target Companies shall cease,the Target Companies shall be merged with and into JusticeTrax as the Surviving Company,and the Surviving Company, without any further deed or action, shall possess all assets and property of every description, and every interest therein, wherever located, and all rights, privileges, immunities, powers, franchises and authority (of a public as well as of a private nature), of the Target Companies and all obligations belonging to or due the Target Companies. Title to any real estate, or any interest therein, vested in each of JusticeTrax and the Target Companies shall not revert or in any way be impaired by reason of the Merger. The Surviving Company shall be liable for all of the obligations of the Target Companies.Any claim existing,or action or proceeding pending,by or against either - 2 - JusticeTrax or the Target Companies may be prosecuted to judgment, with right of appeal, as if the Merger had not taken place or the Surviving Company may be substituted in the place of the Target Companies. All rights of creditors of each of the Target Companies and JusticeTrax shall be preserved unimpaired, and all liens upon the property of either JusticeTrax or the Target Companies shall be preserved unimpaired, but only on the property affected by such liens immediately before the Effective Time. Whenever a conveyance, assignment, transfer, deed or other instrument or act is necessary to vest property or rights in the Surviving Company, the officers of the Target Companies shall execute, acknowledge and deliver such instruments and do such acts. For such purposes, the existence of the Target Companies and the authority of its respective officers is continued, notwithstanding the Merger. ARTICLE IV MISCELLANEOUS Section 4.01 Entire Agreement. This Agreement, together with the Certificate of Merger, contain the entire agreement and understanding of the parties hereto, and supersedes all prior agreements and undertakings oral or written, express or implied, between such parties, with respect to the subject matter hereof. Section 4.02 No Third Party Rights. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Section 4.03 Descriptive Headings. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Section 4.04 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance,is invalid or unenforceable,(a)a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable,the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. Section 4.05 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Section 4.06 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona. Section 4.07 Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall together constitute one and the same agreement. This Agreement may be executed by any party by delivery of a facsimile or electronic mail signature, which signature shall have the same force as an original signature. Any - 3 - party which delivers a facsimile or electronic mail signature shall promptly thereafter deliver an originally executed signature to the other parties;provided, however, that the failure to deliver an original signature page shall not affect the validity of any signature delivered by facsimile or electronic mail. Facsimile or photocopied or electronic mail signatures shall be deemed to be the functional equivalent of an original for all purposes. [Remainder of page intentionally blank; signature page follows] -4 - DocuSign Envelope ID:26527D62-10B8-4CE2-B5CE-E58430583C86 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the date first stated above by their duly authorized signatories. CI TECHNOLOGY, LLC By: Name: Warren Loomis Title: President and Chief Executive Officer ADASHI SYSTEMS LLC By: Name: Warren Loomis Title: Chief Executive Officer JUSTICETRAX INC. By: Name: Warren Loomis Title: Chief Executive Officer and President SPIDR TECH INC. By: Name: Warren Loomis Title: Chief Executive Officer and President VISUAL LABS, INC. By: Name: Warren Loomis Title: President and Chief Executive Officer [Signature Page to Agreement and Plan of Merger] DocuSign Envelope ID:26527D62-10B8-4CE2-B5CE-E58430583C86 5 POINT SOLUTIONS, LLC By: Name: Warren Loomis Title: Chief Executive Officer and President [Signature Page to Agreement and Plan of Merger] DOCUMENT2 LETTER CONFIRMING STATEMENT OF DOMESTICATION 24010908387895 COMMISSIONERS •f912' Corporations Division Jim O'Connor-Chairman Lea Marquez Peterson Anna Tovar Kevin Thompson Nick Myers Date: 1/9/2024 Delivered via: Email RE: Entity Name: ]USTICETRAX INC. ACC File Number: 08792591 ACC Order Number: 202401092475994 Document Received Date: 01/08/2024 we are pleased to notify you that the document you submitted for the above-referenced entity has been APPROVED for filing. The Corporations Division strongly recommends that you periodically monitor the entity's public record,which can be viewed at ecorn azcc.gov.If you have questions or for further information,contact Customer Service at 602-542-3026,or,within Arizona only,800- 345-5819. Division Director Tanya Gibson 1300 W.Washington Street,Phoenix,AZ 95007 1 602-542-30261 azcc.,gav RECEIVED 01/08/2024 15:22 Arizona Corporation Commission-RECEIVED: 11812024 page:2 Of 24010907417626 Arizona Corporation Commission-FILED: 11812024 E!0 NO'.V.1 RTrE A I':I IIE LINE;A.r,ER'1ED FOR ACC 115C ONI.Y. STATEMENT OF DOMESTICATION Read Chi LnsLruti4_ns_MQ.9Qi 1. DOMESTICATING ENTITY NAME: JusticeTrax Inc. 1.1 DOMESTICATING ENTITY JURISDICTION OF ORGANIZATION: Arizona 1.2 DOMESTICATING ENTITY TYPE - (e.g., corporation, LLC) Corporation 1.3 DOMESTICATING ENTITY ORIGINAL DATE OF INCORPORATION/ORGANIZATION:07/29199 2. DOMESTICATED ENTITY NAME: JusticeTrax Inc. 2.1 DOMESTICATED ENTITY JURISDICTION OF ORGANIZATION: Delaware 2.2 DOMESTICATED ENTITY TYPE - Check only one and follow instructions: ❑ Arizona corporation - attach to this Statement the Articles of Incorporation. ❑ Arizona LLC - attach to this Statement the Articles of Organization. ❑ Foreign corporation seeking registration with the A.C.C. - attach to this Statement the Application for Authority. ❑ Foreign LLC seeking registration with the A.C.C. -attach to this Statement the Foreign Registration Statement. ❑J Foreign corporation, LLC, or other entity that is not, and will not, be registered with the A.C.C. 3. FOREIGN DOMESTICATED ENTITY, NOT QUALIFIED IN ARIZONA - MAILING ADDRESS (foreign entities that are not and will not be qualified to transact business or conduct affairs in Arizona must provide a mailing address to which service of process may be mailed): .. .-..-..-._...........................................................--..............--............ ................---....................................--..........--.............-------..-.-..--.-........... - - -------..-..---- Atten[ian[optional] 838 Walker Road,Ste.21-2 Address 4 Address 2(optional) Dover IlDelaware �19904 City state or � zip Courtt UNITED STATES provinCe MON 005 mx alior.C: mi Sinn-rmTp ml""Dirimm Re, id2020 Page 1 of 2 RECEIVED 01/08/2024 15:22 From:Khrystyn Hatfield Fax:16023743136 To:ACC ND&4W47;SD&n47:2HR FFax:(602)S42.0900 Page:3 of 24010907417626 ❑ocuSign Envelope ID:1)126CC20-CC44-4120-83D0-57060C122FE9 4. APPROVAL OF DOMESTICATION - (applies to the domesticating entity): By the signature appearing on this Statement of Domestication, the domesticating entity declares under the penalty of perjury that the plan of domestication was approved by the Arizona domesticating entity in accordance with A.R.S. § 29-2503, or, if the domesticating entity is a foreign entity, In accordance with the laws of its jurisdiction of organization. S. DELAYED EFFECTIVE DATE - Complete this section only if the domestication will have a delayed effective date of not more than 90 days after delivery of the Statement to the A.C.C. - list that date below: SIGNATURES: The domesticating entity must sign. The signer of this Statement declares and certifies under penalty of perjury that this Statement together with any attachments is submitted in Compliance with Arizona law. Lnbty Name: JusticeTrax Inc. 118124 Signature: --------' Date: Pn nt name a,8'�Mi' u- ,Son sig mng: Terri Rosales, Secretary Expedited or Same Day/Next Day services are available for an additional fee -see Instructions or Cover sheet for prices. Filing Fee: $100.00 (corporations) $50(LLCs) Mail: Arizona Corporation Commission - Examination Section 1300 W. Washington St., Phoenix,Arizona 85007 All Fees are nonrefundable-see Instructions. Fax(For Regular or Expedite Service ONLY): 602-542-4100 Fax(For Same Day/Next day Service ONLY): 602-542-0900 Please be advised that A.C.C.forms reflect only the minimum provisions required by statute. You shoed seek pnvate legal wunsel for those matters that may pertain to the gWividual nee6s of your business.All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. If you have questions after reading the Instructions,please tali 602.542.3026 or[within Arizona only}900.345.5819. M090.005 Arizona Corpnratinn rrxnmisamn-Corpwauons Division Rev 1012020 page 7 0 2 DOCUMENT 3 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON-DELAWARE CORPORATION TO DELAWARE CORPORATION PURSUANT TO SECTION 265OFTHE DELAWARE GENERAL CORPORATION LAW Delaware Page 1 The First State 1, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF AN ARIZONA CORPORATION UNDER THE NAME OF "JUSTICETRAX INC. " TO A DELAWARE CORPORATION, FILED IN THIS OFFICE ON THE EIGHTH DAY OF JANUARY, A.D. 2024, AT 12:53 O'CLOCK P.M. r Vmn V Y1 EUllxb.$ern9ary c7 Sta7■ A b m 2898806 8100F Authentication: 202544842 SR# 20240057936 Date: 01-08-24 You may verify this certificate online at corp.delaware.gov/authver.shtml Doc(Bign Envelope ID:82F44A52-AD04-42CA-B562-EB12EE325298 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 265 OF THE DELAWARE GENERAL CORPORATION LAW 1.) The jurisdiction where the Non-Delaware Corporation first formed is Arizona 2.) The jurisdiction immediately prior to filing this Certificate isAri zona 3.) The date the Non-Delaware Corporation first formed is July 29, 1999 4.) The name of the Non-Delaware Corporation immediately prior to filing this Certificate is JusticeTrax Inc. 5.) The name of the Corporation as set forth in the Certificate of Incorporation is Just iceTrax Inc. IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation have executed this Certificate on the 5th day of January ,A.D. 2024 By:CJxu5ipned pq �akYt In [o6u+iS aasaaax nxxiae3. Name:Warren Loomis Print or Type Title;Aut:hori zed Officer State of Delaware Print or Type Secretary of State Division of Corporations Delivered 12:53 PNI 01/08/2024 FILED 12:53 PM 01/08/2024 SR 20240057936 - HeNumber 2898806 DOCUMENT 4 STATE OF DELAWARE CERTIFICATE OF INCORPORATION A STOCK CORPORATION Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "JUSTICETRAX INC. " FILED IN THIS OFFICE ON THE EIGHTH DAY OF JANUARY, A.D. 2024, AT 12:53 O'CLOCK P.M. ��4 S ?�t' HltnY ri.EullosM_SraMi7dSNlr A 2898806 8100F �� Authentication: 202544842 SR# 20240057936 Awp- Date: 01-08-24 You may verify this certificate online at corp.delaware.gov/authver.shtml DocuSign Envelope ID:82F44A52-AD04-42CA-B562-EB12EE325298 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION • First: The name of this Corporation is Just iceTrax Inc. • Second: Its registered office in the State of Delaware is to be located at 838 Walker Road, Ste. 21--2 Street, in the City of Dover County of Kent Zip Code 19 9 04 The registered agent in charge thereof is Registered Agent: Solutions, Inc. Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. • Fourth: The amount of the total stock of this corporation is authorized to issue is 10, 000, 000 shares (number of authorized shares) with a par value of $ . 01 per share. • Fifth: The name and mailing address of the incorporator are as follows: Name Warren Loomis Mailing Address 1 W. Main Street Mesa, Arizona Zip Code 85201 • I, The Undersigned, for the purpose of forming a Corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do Certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 5th day of January , A.D. 20 2 4 y: BY; Mtn t^�'s 1�0 5RPR77D7734GCl. (incorporator) NAME:Warren Loomis (type or print) State of Delaware Secretary of State Division of Corporations Delivered 12:53 PM 01/08/2024 FILED 12:53 PM O1/08/2024 SR 20240057936 - HeNumber 2898806 DOCUMENT5 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "JUSTICETRAX INC. -, CHANGING ITS NAME FROM "JUSTICETRAX INC. " TO "VERSATERM PUBLIC SAFETY US, INC. ", FILED IN THIS OFFICE ON THE NINTH DAY OF JANUARY, A.D. 2024, AT 1 :59 O'CLOCK P.M. ��4 S ?�t' HltnY ri.EullosM_SraMi7dSNlr A 2898806 8100 � Authentication: 202556527 SR# 20240072610 Awp, Date: 01-09-24 You may verify this certificate online at corp.delaware.gov/authver.shtml DocuSign Envelope ID:82F44A52-AD04-42CA-B562-EB12EE325298 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing Alder and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Just:iceTrax Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered '+ First; " so that, as amended, said Article shall be and read as follows: The name of the corporation is : Versat;erm Public Safety US, Inc. (the "Corporation" ) . SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 9th day of January 12024 By:C�aY1 t to t^o 's oa5RPR77D7714C1.. Authorized Officer Title: Chief Executive Officer Name: Warren Loomis State of Delaware Print or Type Secretary of State Division of Corporations Delivered 01:59 PN4 01/09/2024 FILED 01:59 PM 01/09/2024 SR 20240072610 - FlIeNumber 2898806 CHASE !i January 29, 2024 VERSATERM PUBLIC SAFETY US INC. 1 N MACDONALD STE 500 MESA,AZ 85201-7346, US IMPORTANT I Transaction Routing Instructions(ACH,Wire and Mailed) Dear Sir or Madam, Thank you for your request for account and bank routing number information for VERSATERM PUBLIC SAFETY US INC.. Please provide the below routing instructions to remitters who send ACH, wire and/or mailed transactions to the company account. For accurate and timely processing of transactions, it is very important that remitters correctly identify the company account number and the applicable routing number. For ACH delivery: Bank Routing Number: 122100024 Account Number: 29389208 Account Name: VERSATERM PUBLIC SAFETY US INC For Wire Transfers: Bank Routing Number: 021000021 SWIFT Code: CHASUS33 General Bank Reference Address: JPMorgan Chase New York, NY 10017 Account Number: 29389208 Account Name: VERSATERM PUBLIC SAFETY US INC For delivery via regular US postal service: Lockbox Name: VERSATERM PUBLIC SAFETY US INC. Lockbox Address: VERSATERM PUBLIC SAFETY US INC. P.O. Box 736078 Chicago, IL 60673-6078 For delivery via overnight courier service: Lockbox Name: VERSATERM PUBLIC SAFETY US INC. Lockbox Address: JPMorgan Chase- Lockbox Processing Attn: VERSATERM PUBLIC SAFETY US INC. 736078 131 S Dearborn, 6th Floor Chicago, IL 60603 Thank you for your business and the opportunity to serve you. Sincerely, -load Wt"7416aa¢ Lanuel Mae Farinas Client Service Analyst JPMorgan Chase Bank, N.A. Please note,we do not verify funds availability,provide account statuses or other account information to third parties. IMPORTANT INFORMATION:J.P.Morgan and Chase are marketing names for certain businesses of JPMorgan Chase&Co.("JPMC")and its subsidiaries worldwide.Products and services may be provided by banking affiliates,securities affiliates or other JPMC affiliates or entities.Any examples used are generic,hypothetical and for illustration purposes only.Prior to making any financial or investment decisions,a client or prospect ("Client"or"you"as the context may require)should seek individualized advice from financial,legal,tax and other professional advisors that take into account all of the particular facts and circumstances of the Client's own situation.In no event shall JPMC or any of its directors,officers,employees or agents be liable for any use of,for any decision made or action taken in reliance upon or for any inaccuracies or errors in,or omissions from information in this content.We are not acting as any Client's agent,fiduciary or advisor,including,without limitation,as a Municipal Advisor under the Securities and Exchange Act of 1934.JPMC assumes no responsibility or liability whatsoever to any Client with respect to such matters,and nothing herein shall amend or override the terms and conditions in the agreement(s)between JPMC and any Client or other person. ©2023 JPMorgan Chase&Co.All rights reserved.JPMorgan Chase Bank,N.A.Member FDIC.All services are subject to applicable laws and regulations and service terms. ABOUT THIS MESSAGE This letter gives you updates and information about your JPMC relationship. Form W'9 Request for Taxpayer Give form to the (Rev.March 2024) Identification Number and Certification requester. Do not Department of the Treasury Go to www.irs.gov/FormW9 for instructions and the latest information. Send to the IRS. Internal Revenue Service Before you begin.For guidance related to the purpose of Form W-9,see Purpose of Form,below. 1 Name of entity/individual.An entry is required.(For a sole proprietor or disregarded entity,enter the owner's name on line 1,and enter the business/disregarded entity's name on line 2.) Versaterm Public Safety US, Inc. 2 Business name/disregarded entity name,if different from above. M 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1.Check 4 Exemptions(codes apply only to roonly one of the following seven boxes. certain entities,not individuals; see instructions on page 3): n.C: ❑ Individual/sole proprietor ❑✓ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate 0 ❑ LLC.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership) . . . . Exempt payee code(if any) Q Note:Check the"LLC"box above and,in the entry space,enter the appropriate code(C,S,or P)for the tax 2:1 classification of the LLC,unless it is a disregarded entity.A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax `o w box for the tax classification of its owner. Compliance Act(FATCA)reporting ❑ Other(see instructions) code(if any) a o �= 3b If on line 3a you checked"Partnership"or"Trust/estate,"or checked"LLC"and entered"P"as its tax classification, (Applie s to accounts maintained u y and you are providing this form to a partnership,trust,or estate in which you have an ownership interest,check outside the United States. to this box if you have any foreign partners,owners,or beneficiaries.See instructions . . ❑ ) ca) 5 Address(number,street,and apt.or suite no.).See instructions. Requester's name and address(optional) 1 N. MacDonald, Suite 500 6 City,state,and ZIP code Mesa,AZ 85201 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(SSN).However,fora FM - M - entities,resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other it is your employer identification number(EIN). If you do not have a number,see How to get a or TIN,later. Employer identification number Note:If the account is in more than one name,see the instructions for line 1.See also What Name and Number To Give the Requester for guidelines on whose number to enter. M86 - 0 9 6 0 4 M54 FOMM 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 2.1 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 3.1 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 11,later. Sign Signature of Here U.S.person _, t...1,S Date General Instructions New line 3b has been added to this form.A flow-through entity is required to complete this line to indicate that it has direct or indirect Section references are to the Internal Revenue Code unless otherwise foreign partners,owners,or beneficiaries when it provides the Form W-9 noted. to another flow-through entity in which it has an ownership interest.This Future developments.For the latest information about developments change is intended to provide a flow-through entity with information related to Form W-9 and its instructions,such as legislation enacted regarding the status of its indirect foreign partners,owners,or after they were published,go to www.irs.gov/FormW9. beneficiaries,so that it can satisfy any applicable reporting requirements. For example,a partnership that has any indirect foreign What's New partners may be required to complete Schedules K-2 and K-3.See the Line 3a has been modified to clarify how a disregarded entity completes Partnership Instructions for Schedules K-2 and K-3(Form 1065). this line.An LLC that is a disregarded entity should check the Purpose of Form appropriate box for the tax classification of its owner.Otherwise,it should check the"LLC"box and enter its appropriate tax classification. An individual or entity(Form W-9 requester)who is required to file an information return with the IRS is giving you this form because they Cat.No.10231X Form W-9(Rev.3-2024)