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

The purpose of the summary engagement letter, this engagement letter, including Attachments A & B (collectively, the “Agreement”), is to document the understanding between Venning and Client related to the tax compliance services for the tax year ended December 31, 2023 and/or prior years (the “Tax Year(s)”).

Services

Our services (“Services”) are performed in accordance with the American Institute of Certified Public Accountants’ (“AICPA”) Statements on Standards for Tax Services and will include preparation of the following:

• Preparation of the Federal and State tax returns for the Tax Year(s) as outlined in Attachment B.

• Preparation of Federal and State extension payment calculations and applicable forms for the Tax Year(s) for the States listed in Attachment B.

• Preparation of Federal and State estimated tax payment calculations and applicable forms for the Tax Year(s) for the States listed in Attachment B.

Unless separately engaged, the tax filing requirements set forth in Attachment B are the only income tax returns for which Venning has responsibility. 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 tax return and filing obligations. In such case, we will discuss the additional services and fees for those additional tax return and filing obligations; however, we will not be responsible for such additional tax return and filing obligations unless agreed to in writing.

Your returns may be selected for review by the applicable taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of such government tax examination, we will be available upon request to represent you which is outside the scope of this Engagement.

Additional Tax Services

Our Services under this Agreement will not include:

• The preparation of any returns not listed in Attachment B, including, but not limited to: amended returns, or any non-income tax returns, such as sales and use tax returns, local property tax returns, payroll or other trust tax returns and information returns for employee benefit plans.

• Tax research or consultation with respect to nonrecurring items and other matters of tax significance that may arise in the course of preparation or during the course of the year. Such items would include, but not be limited to, assistance and planning on acquisitions, assistance with Federal and State tax audits, performance of refund reviews or reverse audits, and consultation and research related to state and local tax matters.

If there are additional returns, filings, or other services that you wish us to provide for the Tax Year(s), please contact us as soon as possible and we will amend Attachment B to include such additional services that we shall provide subject to the terms of this Agreement. The parties shall agree to the additional services by mutually agreeing to the additional services in writing, including by email. The fees for any additional services will be based on the services to be provided, the timeliness and completeness of the information and documentation provided to us, firm technology, firm processes, and time required of personnel.

Electronic Return Filing and Payment

Federal and state laws require the electronic filing of certain tax returns, requests for extensions or tax payments (i.e., quarterly estimates or other tax deposits). In some cases, a taxpayer may elect to file a tax return or make a payment in paper format and in other cases a taxpayer may not be permitted to opt out of electronic filing or payment. If Client would like to opt out of electronic filing or payment and file returns or pay in paper format, Client must contact us immediately so that we can determine if opting out is legally permissible and provide Client with any required documentation.

We will use our best efforts to electronically file Client’s tax returns or submit payment. We will provide Client with the information to be included on the return or voucher for your review and approval prior to filing or payment. We are legally required to obtain Client’s written authorization prior to electronically filing your tax return or submitting payment so it is critical that you appropriately sign and return the authorization form to permit electronic filing of your return by the return’s due date and email your authorization to electronically submit payment by the payment’s due date. If you do not return your written authorization to electronically file your tax return or email your authorization to electronically submit payment to us within one week prior to the return’s or payment’s due date, your return or payment may not be timely filed or submitted; we are not responsible for any interest or penalties arising from any such late filing or payment.

If Client is electronically filing its tax returns or submitting payment, Client is obligated to electronically pay the tax due and, unless otherwise determined in consultation with us, Client must ensure that there are sufficient funds available in Client’s account to pay such tax. When required or requested, we seek to make timely electronic payment of the Client authorized amount on Client’s behalf; however, once authorized, we are unable to change the amount of the authorized payment due to the taxing authority’s (i.e. Internal Revenue Service) system limitations. In the unlikely event that there is an electronic or other issue, and the amount of the authorized payment is incorrect or not timely paid, we will not be responsible for any interest or penalties. We are unable to confirm payments from financial institutions. We therefore recommend that Client confirm with its bank that the approved amount was timely paid.

Occasionally, technical limitations prevent electronic filing of a particular return or payment. If we cannot electronically file your tax return or submit payment due to technical limitations or for another reason, we will provide your return or payment to you for filing in paper format. If any return or payment is provided to Client in paper format, it is critical that you sign, date and mail the return or payment by its due date.

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 by law.

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 our tax 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 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 undersigned.

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 Services 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 has the final responsibility for the income tax returns, estimated tax payments, if applicable, and positions therein; therefore Client should review returns carefully before they are signed and filed. Client must retain records supporting the filed return(s).

   Client acknowledges that in order to complete the tax returns 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 prepare and sign Client’s tax returns in accordance with applicable law and professional standards. 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. The cost of tax return preparation may increase as additional time is incurred to calculate or obtain the missing information. In addition, if Client fails to provide all the information necessary to complete the tax returns or work within 3 weeks from the due date of such tax returns or the agreed-upon completion date of such work, Venning will not be responsible for the accuracy, completeness and/or timeliness of such tax returns or work.

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 (except for copies of filed tax returns) 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. Express Authorization to Disclose. As provided in Treasury Regulations, Client and each employee, representative, or other agent of Client may disclose to any and all persons without limitation of any kind the tax treatment and tax structure of any transaction that may fall within the scope of this engagement and all materials of any kind, including opinions or other tax analyses, that may be provided to Client by Venning relating to any such tax treatment and tax structure.

4. Disclosure of Transactions and Other Financial Information. The Internal Revenue Code of 1986, as amended (“IRC”) and certain state laws require that you disclose on or with your tax returns certain transactions or other financial information. For example, Treasury Regulations commonly known as the “Tax Shelter Regulations” require taxpayers to disclose certain types of transactions on a Form 8886 attached to their tax returns and filed with the IRS office of Tax Shelter Analysis. Failure to disclose could result in substantial penalties, even if the transaction’s tax benefits are appropriate and even if there is no understatement of tax. As your professional tax return preparer, we will make every effort to inform you of your specific disclosure responsibilities. However, our tax return preparation services do not include any separate investigation to determine whether there are any transactions or other matters that must be disclosed on your tax returns, though we will advise you if we conclude that any such disclosure is required. If you would like us to review any transaction or matter to determine if it must be reported, please contact us to discuss expanding the scope of our services.

   Unless you advise us otherwise or specific disclosure information is furnished to us, we will assume that none of the transactions that will be reflected on your return were: (1) entered into subject to an agreement that requires you to keep the transaction confidential, (2) entered into subject to an agreement that the fee you paid would be contingent upon your receiving the transaction’s intended tax benefits, (3) identified in Treasury Regulations as loss transactions that must be disclosed, including loss transactions that pass-through to you from S Corporations, partnerships and trusts, if applicable, or (4) the same as or substantially similar to a transaction identified by the IRS as a tax avoidance transaction. The following IRS web address provides an up-to-date list of transactions the IRS has identified as tax avoidance transactions: http://www.irs.gov/Businesses/Corporations/Listed-Transactions

   Or, go to the IRS’ home page at www.irs.gov and search for “tax shelters.” We are, of course, available for a separate fee to assist you to determine if you have entered into one of these transactions.

   It is important to note the IRS can identify transactions as tax avoidance transactions subsequent to your entering into them; in this event you could be retroactively required to disclose your participation in the transaction.

   The other categories of transactions that have to be disclosed would ordinarily be reflected in the information you provide us to prepare your tax return. However, determining whether you should disclose these transactions may require analysis of information over and above that otherwise necessary to prepare your return and could result in our having to charge additional fees.

5. Foreign Asset Reporting. If you have a direct or indirect financial interest in or have signature authority over, any foreign financial account, including a bank account, brokerage account, mutual fund, unit trust or other account, you may be required to prepare and file Form FinCEN 114 (FBAR) if the aggregate value of all foreign financial accounts exceeds $10,000 at any time during the calendar year. Your acceptance of this engagement letter referencing these terms acknowledges that you agree to comply with these reporting requirements. If you need assistance with any portion of the foreign financial account reporting requirements, please contact us to ensure the timely filing of these reports. Such services may be subject to additional fees. Account holders who do not comply with these reporting requirements may be subject to civil penalties, criminal penalties or both.

6. Cryptocurrency Accounts. If you have a direct or indirect financial interest in or have signature authority over any cryptocurrency financial accounts, you may be required to report these transactions on your income tax returns. If you have cryptocurrency accounts, the information needed to complete your income tax return will include the name of the account and details of all purposes and sales that occurred during the year. Your acceptance of this engagement letter referencing these terms acknowledges that you agree to comply with these reporting requirements.

7. Taxpayer Privileges: Use of Counsel. The parties acknowledge that certain documents and other communications involving and/or disclosed to or by Venning may be subject to one or more claims of privilege by or on behalf of Client (e.g., the IRC §7525 tax advisory privilege, etc.). Although Client is solely responsible for managing the recognition, establishment and maintenance (e.g., possible waiver) of these possible protections (and for involving legal counsel as it deems necessary), Client will notify Venning if Client wishes to invoke the confidentiality privilege and Venning will cooperate with Client’s reasonable written instructions regarding same. Client should be aware that should circumstances arise where Client wishes to divulge or have Venning divulge privileged information to other parties, such disclosure may result in a waiver of the confidentiality privilege. If Client wishes Venning to divulge privileged information, Client must provide Venning with advance written authority to make such disclosure. In addition, if it is ultimately determined that a significant purpose of the tax matter was to avoid or evade any U.S. Federal income tax, Client should be aware that the confidentiality privilege under IRC §7525 will not apply to the communications between Venning and Client.

   If Venning receives a request from a third-party, including the IRS (including a subpoena, summons or discovery demand in litigation) calling for production of privileged information, Venning will notify Client and follow Client’s reasonable instructions regarding any third- party requests for such material before Venning will disclose such privileged information as may be required under applicable laws or rules, Client hereby agrees to hold Venning harmless from, and be responsible for Venning’s fees and expenses incurred (including attorneys’ fees, court costs, costs of outside advisors and any other cost imposed, whether by way of penalty or otherwise) as a result of Client’s assertion of the confidentiality privilege or Client’s direction to Venning to assert the privilege on Clients behalf or in the event that Venning determines that it is required by applicable law or rules to assert the privilege without having received Client’s direction.

8. 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. Unless expressly provided for, Venning’s Services do not include giving testimony or appearing or participating in discovery proceedings, in administrative hearings, in court, or in other legal or regulatory inquiries or proceedings. 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.

9. Limitation on Oral and Email Communication; Written Advice. We may discuss with you our views regarding the tax treatment of certain items. We may also provide you with tax information in the body of an email. 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 tax 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 tax return 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. This paragraph does not apply to any written tax advice that is delivered to you as an attachment to an email and which contains the legend described below.

   Any written tax or professional advice we provide will contain the following legend: “Tax or professional advice contained in or accompanying this document, unless otherwise specifically stated, is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing, or recommending to another party any transaction or matter that is contained in or accompanying this document. In addition, unless otherwise specifically stated, any advice provided shall not be deemed a formal tax opinion upon which the addressee can rely.” This legend can be removed from the advice; however, detailed, exhaustive analysis may be required under the IRS’s rules which could involve significant time and expense. At your request, we would be happy to discuss this aspect should it become necessary.

10. 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.

11. 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 tax 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.

12. 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.

13. 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.

14. 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.

15. Confidentiality. "Confidential Information" means non-public information that a party marks as "confidential" or "proprietary" or that otherwise should be understood by a reasonable person to be confidential in nature. All terms of this Agreement, including but not limited to fee and expense structure, are considered Confidential Information. Confidential Information does not include any information which (i) is rightfully known to a recipient prior to its disclosure; (ii) is released to any other person or entity (including governmental agencies) without restriction; (iii) is independently developed by recipient without use of or reliance on Confidential Information; or (iv) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by recipient from a non-party. Each party will protect the confidentiality of Confidential Information that it accesses or receives, except that a party may disclose Confidential Information to the extent required by applicable law, statute, rule, regulation, judicial or administrative process or professional standard or litigation pertaining hereto. If disclosure of Confidential Information is required by law, statute, rule or regulation judicial or administrative process (including any subpoena or other similar form of process), or by professional standards, then such party shall (other than in connection with routine supervisory examinations by regulatory or authorities with jurisdiction or professional standards or reviews, and without breaching any legal or regulatory requirement) provide the other party with prior prompt written notice thereof and, practicable under the circumstances, allow the disclosing party to seek a restraining order or other appropriate relief at disclosing party’s sole cost and expense. In addition, Client acknowledges and agrees that Venning may disclose Confidential Information to respond 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”), the 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, including tax return 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. With respect to tax return information, Client may request in writing a more limited use and disclosure than the foregoing. The foregoing consents are valid until further notice by Client.

16. 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. Notwithstanding anything to the contrary in the Agreement or relevant SOW, Client agrees that Venning may disclose Client’s current and/or prior years’ tax return information to Subcontractors within or outside the United States as described herein, in the Agreement or relevant SOW.

17. 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.

18. 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.

19. 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.

20. Termination. We acknowledge your right to terminate our services at any time, and you acknowledge our right to resign at any time (including instances where in our judgment: our independence has been impaired; we can no longer rely on the integrity of management; or there may be a violation of applicable law, regulations or standards, a conflict of interest, or damage to our reputation), 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.

21. 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.

Attachment B