Thank you for choosing Venning Services LLC (“Venning,” “we,” “us” or “our”) to provide consulting services for you (“Client,” “Company,” “you” or “your”).

The purpose of the summary engagement letter, and this engagement letter, including Attachments A and B (collectively, the “Agreement”), is to document the understanding between Venning and Client related to the professional services for Client for the year ended December 31, 2024 and/or prior or future years (the “Service Year(s)”).

Services

Our services (“Services”) are performed in accordance with the American Institute of Certified Public Accountants’ (“AICPA”) Statements on Standards for Consulting Services.

Our Services under this Agreement will also cover responses to routine questions and preliminary research, which may be billed for separately. It is understood that our responsibility for such Services will encompass only periods covered under this Agreement and will not extend to any subsequent periods for which we are not engaged.

While we are not engaged to do so, we may identify other services and/or financial reporting obligations. In such case, we will discuss the additional services and fees for those additional obligations; however, we will not be responsible for such additional obligations unless agreed to in writing.

Timing

You acknowledge that we must have adequate time to conduct our engagement. We will require your assistance to provide us with information on a timely basis in order to complete our engagement in an efficient and timely manner. We may provide you with an organizer, questionnaire and/or other requests for information and you must respond to these requests completely and accurately. Should we not receive such information and assistance from you with sufficient time to complete the Services, then you acknowledge that we can give no assurances that our Services will be completed prior to the time required.

Unless specified herein as our responsibility to provide, you shall have obtained for us, on a timely basis, any internal and third-party permissions, licenses or approvals that are required for Venning to perform the Services contemplated hereunder (including use of any necessary software or data). You shall also provide us, on a timely basis, with such information, approvals and assistance as may be necessary to our work or as may reasonably be requested, and personnel assigned to any work hereunder shall not be assumed or deemed to have knowledge of information provided to others, whether external to or within Venning.

Fees and Payment Terms

Our fee will be based on the services to be provided hereunder, the timeliness and completeness of the information and documentation provided to us, firm technology, firm processes, and time required of personnel. You will also be billed for travel and other out-of-pocket costs as incurred, as well as an administrative fee of 3% of our professional fees as an allocation of overhead expenses that are not billed as direct reimbursable expenses.

Our invoices for these fees will be rendered as the work progresses, and are due and payable upon presentation. In the event that you dispute any of the fees or expenses on a specific invoice, you agree to notify us within twenty (20) days of receipt of the invoice of such dispute. If you fail to notify us within the twenty (20) day period, your right to dispute such invoice will be waived. Prior to the commencement of the services described above, any past due balances are required to be paid in full In accordance with our Firm policies, should any invoice remain unpaid for more than thirty (30) days, we reserve the right to defer providing any additional services until all outstanding invoices are paid in full. Amounts past due sixty (60) days from the invoice date will incur a finance charge of 1% per month. Nothing herein shall be construed as extending the due date of payments required under this agreement, and you agree that we are not responsible for the impact on the Company of any delay that results from such non-payment by you.

If Venning pursues collection of any outstanding unpaid balance, then you shall be responsible for our attorneys' fees, collection fees, and court costs actually incurred. Reasonable attorneys' fees will not exceed one-third (1/3) of any outstanding balance due.

Other Matters

As you know, we will be pleased to respond to your request for services in areas beyond the scope of this Agreement. Except where a separate engagement letter is used, the terms of this Agreement, including the attached Engagement Terms (Attachment A) will also apply to any amendments to this Agreement.

Agreement

This Agreement, including its Attachments, comprises the complete and exclusive statement of the agreement between the parties, superseding all proposals oral or written and all other communications between the parties. The engagement letter may be executed in two or more actual, scanned, emailed, or electronically copied counterparts, each and all of which together are one and the same instrument. The agreements of the parties contained in the engagement letter will survive the completion or termination of this engagement. If any provision of this Agreement is determined to be unenforceable, all other provisions shall remain in force. The undersigned represents and warrants that it has the requisite authority and consents to enter into and perform this Agreement and the obligations herein for and on behalf of the Client.

We appreciate the opportunity to serve you and believe this Agreement accurately summarizes the significant terms of our engagement. If you have any questions, please let us know.

Very truly yours,
Venning Advisors LLC

Attachment A: Venning Engagement Terms

These terms in this Attachment A apply to the agreement described in any engagement letter referencing them (and supersede any inconsistent terms) but shall also apply to any additional work we may be asked to perform for Client within twelve months of any such engagement letter (unless a separate engagement letter is used). In the event that there is a conflict between the engagement letter and this Attachment A, the terms of this Attachment A shall control. All capitalized terms used herein that are undefined shall have the meaning provided elsewhere in the Agreement.

1. Cooperation and Participation, Effect on Fees. Client’s management is responsible for the proper recording of transactions in the books of accounts, for the safeguarding of assets, and for the substantial accuracy of the financial records. Venning shall endeavor to be alert to any information provided by or on behalf of Client that is incorrect or missing and shall apply its normal diligence in this regard; nevertheless, Venning shall be entitled to rely on the timeliness, accuracy, completeness, and reliability of all information provided by, and on all decisions and approvals of, Client (and Client’s retained advisors, consultants, or legal counsel) and we will perform the services on that basis. Client’s management shall be solely responsible for applying independent business judgment with respect to Venning’s Services and work product (including decisions on implementation or other further course(s) of action) and shall be solely and exclusively responsible for such decisions. Further, Client will designate a qualified and competent member of management to oversee the services and be responsible for all management functions and decisions relating to this engagement, including evaluating the adequacy of the scope of the Services in addressing Client’s needs and results of the Services performed who possesses the suitable skills, knowledge, and/or experience to assume all management responsibility.

   Client acknowledges that in order to complete the services at the agreed upon fee, Client will need to provide certain information. If Client does not complete an organizer, questionnaire or information request that Venning provides, or if Client does not respond to any other request from Venning for information, Venning may use alternative procedures to obtain information necessary for Venning to complete the services. If Venning uses these alternative procedures due to Client’s failure to respond to a request, Venning will not be responsible for any error or omission that would have been avoided had Client timely and completely responded to Venning’s request for information. If any organizer, questionnaire or information request is received in an incomplete format, Venning may return the items to Client for completion or correction.

2. Use and Reliance. Venning’s workpapers and documentation of Services constitute Venning’s confidential and proprietary information. Venning’s retains information and documentation consistent with its document retention policies. Client’s use of Venning’s deliverables or other work product shall be limited to the item’s stated purpose (if any) and is for Client’s sole internal benefit, use and purposes only. Venning’s services, deliverables or other work product shall not be relied upon by any third parties in any manner or for any purpose; this engagement does not create any privity between Venning and any third party. Client agrees to indemnify and hold harmless Venning, its partners, principals and personnel, affiliates and subsidiaries from and against all third party claims, losses, liabilities, damages, judgments, demands, actions (including court and other costs, expenses, attorneys’ and advisors’ fees or other costs incurred by penalty or otherwise) arising from or relating to this agreement, the services, deliverables or Venning’s engagement. This indemnification will survive termination of this letter of engagement. The conclusions expressed in our deliverables are based upon the facts presented by Client and may be inapplicable if the actual facts differ from those presented in any respect.

3. Agreed Upon Scope of Work. Venning shall be obligated only for work or deliverables specified in the Agreement referencing these terms, and only for changes in such scope that are set forth in writing and duly executed by the parties hereto. To the extent all specific details of the engagement are not so documented, the parties shall work diligently and in good faith to document them at the request of either party. Venning's engagement ends on the earlier of termination (including without limitation, our resignation or declining to issue a deliverable) or Venning's delivery of the last deliverable required hereunder.

   Our Services under this Agreement and this Attachment A do not constitute legal or investment advice. We recommend that you retain competent legal counsel and investment advisers.

   To the extent that we may be required or requested to provide information or documents to you or a third-party in connection with a legal or administrative proceeding (including a grand jury investigation) in which we are not a party as a result of our prior or future services to you, we shall be entitled to compensation for our time and reimbursement for our reasonable out-of- pocket expenditures (including legal fees) in complying with such request or demand. This is not intended, however, to relieve us of our duty to observe the confidentiality requirements of our profession and this Agreement.

4. Limitation on Oral and Email Communication; Written Advice. We may discuss with you our views regarding the accounting and/or technology treatment of certain items. Any advice or information provided orally or in the body of an email (as opposed to a memorandum attached to an email) will be based on limited research and a limited discussion and analysis of underlying facts. Additional research or a more complete review of the facts could affect our analysis and conclusions. Therefore it may not be appropriate to proceed with any transaction or reporting solely on the basis of oral or email communications. You accept all responsibility for any loss, cost or expense resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to rely on oral or email communication.

5. Data Access. If you request that we access files, documents or other information in a cloud- based or web-accessed hosting service or other third-party system accessed via the internet, including, without limitation iCloud, Dropbox, Google Docs, Google Drive, a data room hosted by a third-party, or a similar service or website (collectively, "Cloud Storage"), you will confirm with any third-parties assisting with or hosting the Cloud Storage that either such third-party or you (and not us) is responsible for ensuring the confidentiality of all information while utilizing the Cloud Storage, complying with all applicable laws relating to the Cloud Storage and any information contained in the Cloud Storage, providing us access to the information in the Cloud Storage, and protecting the information in the Cloud Storage from any unauthorized access to the information, including without limitation unauthorized access to the information when in transit to or from the Cloud Storage. You warrant that you have authority to provide us with access to information in the Cloud Storage and that providing us with access to information in the Cloud Storage complies with all applicable laws, regulations, or duties owed to third-parties, and you agree to hold us harmless from and against any matters relating to or arising from our use of the Cloud Storage. In addition, while Venning has established procedures designed to protect the confidentiality of your information, you acknowledge and agree that the confidentiality of any communication or material transmitted over the Internet through an unencrypted method cannot be guaranteed and that any breach of confidentiality that occurs thereby shall not be deemed to be a breach of Venning’s confidentiality obligations under this Agreement.

   You acknowledge that your confidential information may be transmitted to us through an information portal or delivery system established by us or on our behalf. You shall notify us in writing of your employees, representatives, or other agents to be provided access to such portal or system; upon the termination of such status, you shall immediately notify us in writing. You acknowledge that you are responsible for the actions of your current and former employees, representatives, or other agents in connection with the transmission of your information.

6. Legal and Regulatory Change. Venning may periodically communicate changes in laws, rules or regulations to Client. However, Client has not engaged Venning, and Venning does not undertake an obligation, to advise Client of changes in laws, rules, regulations, industry or market conditions, Client's own business practices or other circumstances, except to the extent required by professional standards. The conclusions expressed in our deliverables hereunder are based upon the laws as of the date of Service, which are subject to change, and our conclusions are limited solely to the matters for which we were engaged. Venning will not update its conclusions should the law change unless specifically engaged to do so.

7. External Factors: Standards of Performance. Client acknowledges that this engagement will involve analysis, judgment and other performance from time to time in a context where the participation of Client or others is necessary, where answers often are not certain or verifiable in advance and where facts and available information change with time. Accordingly, evaluation of Venning’s performance of its obligations shall be based solely on its substantial conformance with any standards or specifications expressly set forth in this Agreement and all applicable professional standards, any such nonconformance (and applicability) to be clearly and convincingly shown. It is understood that unless Client and Venning agree otherwise, in writing, Venning shall have no responsibility to update any of its work after its completion.

8. Affiliates. Recognizing that at times Venning’s work may pertain not only to Client but also to a parent, various of its subsidiaries, other affiliates, advisors and contractors, or to family members or related trusts, partnerships, partners, companies, estates or foundations, Client shall, as may be requested by Venning from time to time (including subsequent to completion of the Services), obtain written confirmation of their agreement to the terms of this Agreement. This Agreement is binding on each party hereto and on each of its successors, assigns, heirs, legatees and legal representatives. Client agrees that Venning may authorize or allow its affiliates and contractors to assist in performing this engagement and to share in Venning’s rights hereunder, provided any such party shall commit (as applicable) to be bound by the restrictions set forth in this Agreement and Venning obtains such express commitments as are necessary.

9. Venning Personnel. Venning strives to maintain a staff of quality, trained professionals. In recognition of the investment we have made to recruit and develop our personnel, you agree to the following. In the event that any of our employees accepts a position of employment with your company, or any of its related parties, or affiliates at any time while we are performing services for you or within one year thereafter, irrespective of whether they’ve worked on your account or not, you agree to pay us a placement fee equal to the employee’s annual compensation in effect on the date such employment was contracted. Such fee is payable when the employee accepts such a position.

   If you need a permanent employee and would like assistance in locating this type of individual, we can provide personnel search assistance for a fee to help you locate and hire a qualified individual.

10. Confidentiality. To the extent that, in connection with this engagement, Venning comes into possession of any proprietary or confidential information of Client, Venning will not disclose such information to any third party without consent, except (a) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with litigation pertaining hereto, or (b) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Venning in breach hereof, (ii) is disclosed by Client to a third party without substantially the same restrictions as set forth herein, (iii) becomes available to Venning on a non-confidential basis from a source other than Client which Venning believes is not prohibited from disclosing such information to Venning by obligation to Client, (iv) is known by Venning prior to its receipt from Client without any obligation of confidentiality with respect thereto, or (v) is developed by Venning independently of any disclosures made by Client to Venning of such information. In addition, Client acknowledges and agrees that any such information that comes to the attention of Venning in the course of performing this engagement may be considered and used by Venning in the context of responding to its professional obligations as the independent accountants for Client. Solely to the extent that information obtained from Client is protected health information pursuant to the Health Insurance Portability and Accountability Act (as amended from time to time, “HIPAA”), this Agreement shall be deemed to incorporate all terms that HIPAA requires to be included in a business associate contract relating to such information.

    Client authorizes Venning to participate in discussions with and to disclose Client’s information, to Client’s agents, representatives, administrators or professional advisors (including accountants, attorneys, financial and other professional advisors), their respective officers, directors or employees, and other parties as Client may direct. Notwithstanding any other provision of this Agreement, Venning and the Venning Subcontractors may use Confidential Information received hereunder, including tax return information, to develop, enhance, modify and improve technologies, tools, methodologies, services and offerings, and/or for development or performance of data analysis or other insight generation. Information developed in connection with these purposes may be used or disclosed to you or current or prospective clients to provide them services or offerings. Venning and the Venning Subcontractors will not use or disclose the Confidential Information in a way that would permit Client to be identified by third parties without Client's consent. The foregoing consents are valid until further notice by Client.

11. Third-Party Service Providers. Venning may use or subcontract the Services to its affiliates, subsidiaries, Venning-related parties and/or third parties, including contractors, subcontractors, and cloud-based service providers, in each case within or outside of the United States (each, a “Subcontractor”) in connection with the provision of Services and/or for internal, administrative and/or regulatory compliance purposes. Client agrees that Venning may provide confidential and other information Venning receives in connection with the Agreement to Subcontractors for such purposes. Venning maintains internal policies, procedures and safeguards to protect the confidentiality of Client’s information and Venning will remain responsible to Client for the protection of such information and Services performed by such Subcontractors as provided herein.

12. Background Checks. As a matter of our Firm policy, we perform background checks, which may require out-of-pocket expenses, on potential clients and/or on existing clients, on an as- determined basis. The terms and conditions of this engagement are expressly contingent upon the satisfactory completion of our investigatory procedures and we reserve the right to withdraw from any relationship should information which we deem to be adverse come to our attention. The results of all background checks and other investigatory procedures are submitted to, and reviewed by, our Firm’s Client Acceptance Committee.

13. Business Risk Allocations. Client agrees that Venning’s liability from or relating to the Services, deliverables or related work product shall in no event exceed the total amount received hereunder for the portion of the work giving rise to liability. In no event shall Venning be liable for any special, indirect, consequential, incidental, punitive or exemplary damages or loss (nor or any lost profits, taxes, interest, tax penalties, savings or business opportunity). This shall be your exclusive remedy. Also, because of the importance of the information that Client provides with respect to Venning’s ability to perform the Services, Client releases Venning and its partners, principals and employees from any liability, costs, fees, expenses, and damages (including defense costs) relating to the Services hereunder which are attributable to any information provided by Client personnel and Client’s agents that is not complete, accurate or current.

    Client shall, indemnify and hold harmless Venning, and its partners, principals and employees, from any liability, costs, fees, expenses, and damages (including defense costs) associated with any third-party claim arising from or relating to Client’s misrepresentations, or false or incomplete information provided to Venning in the performance of its Services, or third party reliance on Venning’s work product or deliverable.

    No action or claim, regardless of form, arising out of from or relating to the Services or this Agreement may be brought by Client more than one year after the date the last Service was provided under this Agreement.

14. Waiver of Jury Trial; Jurisdiction and Venue; Governing Law.

    AS A MATERIAL INDUCEMENT FOR US TO ACCEPT THIS ENGAGEMENT AND/OR RENDER THE SERVICES TO CLIENT IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT:

    Venning and Client each hereby knowingly, voluntarily and intentionally waive any right either may have to a trial by jury with respect to any litigation based hereon, or arising out of, under or in connection with this Agreement and/or the Services provided hereunder, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either party. Venning and Client each expressly agree and acknowledge that the Commonwealth of Massachusetts, County of Suffolk shall have exclusive and sole jurisdiction and venue for any respective state or federal actions arising from, relating to or in connection with this Agreement, or any course of conduct, course of dealing, statement or actions of either party.

    This Agreement, any course of conduct, course of dealing and/or action of Venning and/or Client and our relationship with you shall be governed by, construed, enforced and interpreted in accordance with the laws of the Commonwealth of Massachusetts to the extent said laws are not inconsistent with the Federal Securities Laws and Rules, Regulations and Standards thereunder. In any litigation brought by either Venning or Client, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs incurred, including through all appeals.

15. Termination. This Agreement is effective as of the Effective Date of the fully-executed summary engagement letter, and will remain in full force and effect for the period stated in the engagement letter (the “Initial Term”) until terminated as provided herein. We may immediately terminate this Agreement without notice if Client has materially breached this Agreement, or if, in the sole discretion of Venning: (i) Client engages in conduct deemed unacceptable by Venning; (ii) Client’s financial condition or other conditions warrant early termination in Venning’s sole discretion; or (iii) Venning reasonably believes fraud may be occurring. Further, this Agreement may be immediately terminated by Venning without notice if Client (i) becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, a receiver is appointed for Client, or Client makes an assignment for the benefit of creditors, or admits an inability to pay its debts as they become due; or (ii) ceases doing business as a going concern; subject in either case to our right to payment for all direct and indirect charges including out-of-pocket expenses incurred through the date of termination or resignation or thereafter as circumstances and this agreement may require, plus applicable interest, costs, fees and attorney’s fees. Notwithstanding the above, either party may terminate this Agreement by providing written notice to the other with at least ninety (90) days notice and prior to the expiration of the then current term.

16. General.

    (a) We shall not be liable for any delay or failure in performance due to circumstances beyond our reasonable control.

    (b) This engagement is being undertaken solely for the benefit of Client and no other person or entity shall be authorized to enforce the terms of this Agreement. Accordingly, except to the extent expressly provided herein to the contrary, there are no third-party beneficiaries under this Agreement.

    (c) Unless otherwise required by applicable law, Client shall not make any public announcements in respect of this Agreement or otherwise communicate its terms without Venning’s prior written consent.

    (d) Each party is an independent contractor with respect to the other and shall not be construed as having a trustee, joint venture, agency or fiduciary relationship.

    (e) Client shall not assign any rights, obligations or claims relating to this Agreement.

    (f) If any portion of the Agreement is held invalid, it is agreed that such invalidity shall not affect any of the remaining portions.