1. INTRODUCTION

1.1 You have engaged us to provide the professional services as set out in Schedule 1 - Schedule of Services of the Engagement Letter (the "Services") (the "Engagement").

1.2 This document sets out the terms and conditions upon which Cara Global Limited ("Cara") will provide Services to the Client as specified and defined in the Engagement Letter (the "Terms") unless otherwise agreed in writing by a director of Cara. The person who will receive the benefit of these Terms is the Client.

1.3 Cara is registered in the Cayman Islands and regulated by the Cayman Islands Monetary Authority of Six Cricket Square, Elgin Avenue, Grand Cayman, Cayman Islands holding a Companies Management Licence under the Companies Management Act (as amended) and has the requisite authority to provide the Services. For more information: contactfiduciary@cima.ky or +1 345 949 7089.

2. DEFINITIONS AND INTERPRETATION

• "Arbitration Act" has the meaning given to the term in clause 27;
• "Client" as defined in the engagement letter;
• "Commencement Date" shall mean the date the Nominee is appointed to provide professional services;
• "Dispute" has the meaning given to the term in Clause 27;
• "Engagement Letter" means the engagement letter between Cara and the Client in respect of the particular engagement for the provision of Services to be provided by Cara to the Client;
• "Fees" has the meaning given to the term in Clause 9.1;
• "Indemnified Person" has the meaning given to the term in Clause 16.1;
• "Nominee" means any person appointed by Cara to provide the Services to the Client;
• "Notice of Dispute" has the meaning given to the term in Clause 27;
• "Schedules" means the schedules annexed to these Terms (as amended from time to time);
• "Services Agreement" means the Terms, the Engagement Letter and the Schedules; and
• "Substitution" has the meaning given to the term in Clause 15.1.

3. ACCEPTANCE OF THE TERMS

3.1 Your signature and/or continued instructions constitute your acceptance of the Engagement Letter, these Terms and the Schedules and the appointment of Cara to provide the Services to the Client. It is your responsibility to ensure that all instructions are lawful and provided by duly authorised persons.

3.2 We may at any time, alter, adapt, change, add to or remove portions of the Terms and, if we do so, we will post any such changes on our website. Your continued use of the Services following such change will be deemed and constitutes your acceptance and you agree to be bound by the current version of the Terms at all times and that all previous versions shall be superseded by the current version.

4. ENTIRE AGREEMENT

4.1 The Services Agreement supersedes any previous written or oral agreement between Cara and the Client in relation to the provision of the Services and forms the entire agreement between the parties relating to the Services as at the date hereof, to the exclusion of any terms implied by law which may be excluded by contract.

5. OUR RESPONSIBILITIES

5.1 We will provide our Services with reasonable skill and care in accordance with the professional standards expected of us in a timely manner and in accordance with applicable laws and regulations of the Cayman Islands.

5.2 We rely upon the accuracy of the information provided to us by you, or by others on your behalf. We will not normally seek to verify or check any information provided to us by you and you acknowledge that we shall be entitled to rely on such information when carrying out the Services.

5.3 The Nominee will undertake their duties in accordance with what they consider to be the best interests of the Company. However the Nominee shall not be obliged to act in any manner which, in their opinion:

1. may constitute a breach of their fiduciary or statutory duties, or otherwise conflict with any laws, or otherwise be illegal or immoral;
2. may be unethical, unduly onerous or be of such a nature that it might damage the reputation of or be detrimental to the Nominee and or Cara;
3. may conflict with the memorandum and articles of association or the bylaws of the Company; or
4. would reasonably be likely to result in the risk of prosecution or any sanction of any kind in any jurisdiction or the withdrawal of, or imposition of any conditions in respect of, any licence, consent, or other authorisation issued to the Nominee or Cara by any legal, governmental or regulatory authority in any applicable jurisdiction.

6. COMMUNICATION AND CONFIDENTIALITY

6.1 All communications between us will be treated as confidential, except as permitted by the sub-clauses below.

6.2 Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, assigns or advisers (each as applicable);
2. as may be required by law, court order or in response to any lawful request from any governmental authority, provided (where permitted by law) the other party has been notified by the disclosing party of the intended disclosure as soon as is reasonably practicable and in any event prior to such disclosure and insofar as possible has been given the reasonable opportunity to make representations as to the form and content of such disclosure, which representations the disclosing party shall comply with to the extent it is reasonable to do so;

and each party hereby consents to any disclosure of its confidential information in accordance with the provisions of this Clause 6.

6.3 Each party shall take reasonable steps to ensure that any person to whom it discloses the other party's confidential information in accordance with this Clause 6 is bound by an obligation of confidentiality equivalent to that imposed by this Clause 6.

6.4 No party shall use any other party's confidential information for any other purpose other than to perform its obligations under this Services Agreement.

6.5 We may communicate via email or other electronic means, and while we use reasonable safeguards, we cannot guarantee absolute security.

7. PUBLICITY

7.1 You agree that we may publicize or advertise our involvement with the project as we deem appropriate.

8. COMPLAINTS PROCEDURE

8.1 Any complaints should be addressed via email to info@caraglobal.io. We are committed to resolving issues efficiently and professionally in accordance with internal procedures.

9. PROFESSIONAL FEES

9.1 The Client shall pay Cara the fees as are outlined in the Schedule 2 - Schedule of Fees and may include fixed fees or hourly rates (the "Fees").

9.2 In the first Calendar year from the Commencement Date, the Fees shall be pro-rated on a monthly basis starting from the beginning of the calendar month closest to the Commencement Date. Thereafter, Fees shall be invoiced on the 1st January for each successive year. Any Fees paid are nonrefundable.

9.3 All fees, disbursements and expenses shall be paid net of any taxes, withholding and surcharges.

9.4 Cara reserves the right and in its sole discretion, to apply its hourly fee rate where the services undertaken exceed the original scope of the Services or where there is threatened or actual litigation or a regulatory investigation against the Client.

9.5 Cara reserves the right and in its sole discretion to apply a compliance review fee, high risk rating premium or its hourly rate in the event of any change in the Client's risk profile.

9.6 Cara reserves the right and in its sole discretion to revise our fees with 30 days' prior notice. Where appropriate, we will discuss such changes with you in advance.

10. PROGRESSIVE BILLING

10.1 Cara reserves the right to remit invoices progressively on an interim basis. We appreciate that from time to time, and for a variety of reasons, clients elect to discontinue a particular transaction or matter. In these circumstances, unless expressly agreed otherwise, our fees remain payable in full and no discount will be offered.

10.2 Interest is not payable by us to you on payments made by you on account of fees and disbursements, unless required by local law. If a payment to Cara will be or is subject to tax, you shall pay, Cara on demand the amount (after taking into account any tax payable in respect of the amount and treating for these purposes as payable any tax that would be payable but for a relief, clearance, deduction or credit) that will ensure that Cara receives and retains a net sum equal to the sum it would have received had the payment not been subject to any tax.

10.3 Any failure by you to observe the terms of payment is a serious breach and will entitle Cara to terminate the Engagement and discharge Cara from any obligation to continue working for you either permanently or until payment has been satisfied in full.

11. EXTERNAL DISBURSEMENTS

11.1 We will bill you for any disbursements and government fees as soon as they are incurred and irrespective of whether at that time they have actually been paid by us.

11.2 Business and airfares will be charged for all international travel, unless otherwise agreed prior to the commencement of the travel. Interest is not payable to you by us in respect of any disbursements incurred but not actually paid by us from time to time.

12. OFFICE DISBURSEMENTS

12.1 We reserve the right to charge for additional material administrative overtime costs where necessary to deal with your matter.

13. INVOICES

13.1 Invoices are payable within 30 days after the date appearing on the face invoice. In the event that any invoice remains unpaid for a period of 30 days after the date appearing on its face, Cara reserves the right to charge interest at 1.5% per month on any overdue amounts.

14. LIEN

14.1 If payment is not made within 30 days after the due date, in addition to any other rights or remedies, we reserve the right to exercise a lien over your files and documents. This means that no file or documents will be released until all amounts owing are paid.

15. SUBSTITUTION

15.1 Where Cara provides one or more persons to act as Nominee to provide the Services, Cara reserves the right, in its sole discretion and at any time to substitute any such Nominee with other qualified personnel (the "Substitution"). The Client shall be notified of any such Substitution. Any such Substitution does not constitute a breach of the Services Agreement and shall not give rise to any cause by the Client to terminate the Engagement. Any reference in any Clause in the Services Agreement to the Nominee shall include the Substitution (where applicable).

16. INDEMNITY

16.1 To the extent permitted by applicable law, the Client shall immediately and on demand, indemnify and hold harmless, the Nominee, Cara, its shareholders, directors, successors and assigns, any employee, contractor or consultant (both present and future) (each an "Indemnified Person") against all claims, costs, loss or expense and liabilities arising in connection with the provision of Services or instructions that are unlawful or given without proper authority.

16.2 Where Cara or any Nominee has the benefit of an indemnity in any other documents, including any provision in the Client's constitutional documents, the indemnity provision shall avail themselves of the protection of either or both of the indemnity provisions.

16.3 The Client agrees to advance costs to Cara and/or Nominee in relation to any claims brought against it and any amounts so advanced shall be repayable by Cara or Nominee where it is finally determined by a court of competent jurisdiction that Cara or Nominee has acted dishonestly, with gross negligence (as such term is construed and interpreted under Delaware law), willful default or fraud in relation to the claims brought against it.

16.4 This indemnity does not apply if the claim results from Cara's dishonesty, gross negligence (as such term is construed and interpreted under Delaware law), willful default or fraud.

16.5 Any Indemnified Person who is not a party to the Services Agreement may enforce any rights granted to it pursuant to the Services Agreement in its own right. Except as expressly provided for in this Clause 16, a person who is not party to the Services Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act (as amended) of the Cayman Islands, to enforce any term of the Services Agreement. Notwithstanding the foregoing, the consent of or notice to any person who is not a party to the Services Agreement shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under the Services Agreement at any time.

17. LIMITATION OF LIABILITY

17.1 To the extent permitted by applicable law, Cara's liability for any loss or damage arising from our services (except in cases of fraud) is limited to the amount of fees paid by you in the twelve (12) month period preceding the event giving rise to the claim.

17.2 The Client must bring any claim against Cara within six (6) months of when it was aware or it could have reasonably have been aware of the existence of any claim.

17.3 Cara shall not be liable to the Client for any loss of profit, loss of revenue, loss of goodwill, loss or corruption of data, or for any indirect, incidental, special, exemplary, punitive or consequential loss or damage, whether or not such loss or damage was foreseeable or party was advised of the possibility of such loss or damage.

17.4 The Client acknowledges and agrees that the limitations and exclusions of liability set out in the clause are reasonable and reflect the commercial terms of this Engagement, and that they form the basis on which Cara is willing to provide the Services.

17.5 The Client agrees that any claim arising out of or in connection with the Services Agreement and/or the provision of services under the Services Agreement shall be brought only against Cara.

18. CLIENT REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS

18.1 The Client agrees, represents and warrants to Cara and the Nominee that:

1. the Client has full power and authority to engage our Services;
2. all information provided by the Client to Cara is complete, accurate, and up to date;
3. it shall keep Cara and the Nominee fully informed as to the business, affairs, financial position and prospects of the Company;
4. it shall ensure that appropriate service providers as reasonably determined by the Nominee shall be engaged, at the cost of the Client, to assist the Nominee with their duties and specifically it shall ensure that appropriate legal counsel (onshore and offshore) is appointed at all times;
5. in performing their duties as a director the Nominee shall not be required to act in any manner which, in their opinion, would require the Nominee to:
   1. do anything which may be illegal or contrary to any applicable law or regulation;
   2. expend their own funds or otherwise incur any expense or other financial liability in the performance of any of the Nominee's duties and obligations;
6. Cara and/or the Nominee may, at any time, do or refrain from doing any act if they shall, in their absolute discretion, consider it proper to do so in accordance with their duties to the Company and any applicable law;
7. Cara and/or the Nominee, in connection with their respective obligations under the Services Agreement, shall not be responsible for actively managing the Company in an executive role, the operational management of the Company, the commercial structuring of the business of the Company, rendering of investment, commercial, accounting, legal or any other advice to the Company or any other person in that regard. Such duties shall be delegated by the Company to the relevant professional or service provider, subject to the overall supervision and responsibility of the board of directors of the Company;
8. it shall procure that financial statements shall be made available on request from the Nominee;
9. Cara and the Nominee may rely on any instructions, requests or information supplied, orally or in writing, by any person whom we believe to be authorised by the Client to communicate with us for such purposes without further enquiry;
10. Cara and the Nominee may communicate with you via email, WhatsApp, Telegram, Slack or other messaging platforms. The Client acknowledges that such communication is not secure and may be subject to delay, data corruption, amendment, loss or interception. The Client is deemed to accept these risks if you communicate with Cara or the Nominee in such way and the Nominee and Cara shall not be responsible for any unauthorised interception, redirection, reading or copying of such communication, nor any effect on any computer system or any action taken by Cara or the Nominee from any such communication, attachments, viruses or other; and
11. it will use its best efforts to effect and maintain adequate director and officers insurance for the benefit of the Nominee on terms acceptable to the Nominee.

19. CARA'S REPRESENTATIONS AND WARRANTIES

19.1 Cara and the Nominee (as applicable) represents and warrants to the Client that:

1. it is duly incorporated and in good standing under the laws of the Cayman Islands;
2. the provision of the Services will not be in breach of agreements or obligations to which the Nominee is a party or bound;
3. it will perform the duties and obligations under the Services Agreement with due care, skill and ability;
4. it has the necessary power to enter into and perform its obligations under the Services Agreement; and
5. it will during the term of this Engagement be the holder of all current authorities and licences required to be held under all applicable legislation governing the activities of Cara.

20. DATA PROTECTION AND RECORD RETENTION

20.1 We comply with the Data Protection Act (as amended) of the Cayman Islands and retain records for the period required under Cayman Islands law. Records may be stored electronically and may be accessed by our service providers under confidentiality obligations.

21. PROFESSIONAL ADVICE

21.1 We do not provide legal, tax, or investment advice unless expressly stated in writing.

21.2 At the cost of the Company, the Nominee or Cara may refer any question to and/or engage appropriate legal or other professional advisors. The Nominee or Cara may authorise such legal or professional advisors to provide its opinion on any matter of difficulty and may act on any opinion given by such advisors without being responsible for the correctness thereof or for any result which may follow from doing so.

22. CONFLICT OF INTEREST

22.1 Cara will notify you of any potential conflict of interest and will not act in circumstances where a conflict cannot be appropriately managed.

22.2 The Client acknowledges that the Nominee shall not be required to devote their full time and attention to the business of the Client and that the Nominee shall not be prevented or restricted from providing services of a like nature to or carrying on any business with any other person or company, and notwithstanding the foregoing the Nominee may act as a member of the board for any other company.

22.3 The Client acknowledges that the Nominee will in fact be engaged with a number of other companies to which it provides services and that such companies may compete either directly or indirectly with the Client. The Nominee shall not be deemed to be given notice of or to be other any duty, to disclose to the Client the identity of such other companies or any fact or thing which may come to the notice of the Nominee in the course of the Nominee providing similar services to other companies.

23. NOTICES

23.1 All notices to Cara must be in writing, in the English language and may be delivered personally or sent by recognised courier service to to its registered office or sent via email to info@caraglobal.io or such other address as otherwise notified by Cara to you.

23.2 Any notices to be given by Cara to the Client shall be sent to the address or email address which has been specified by the Client to Cara in the Services Agreement or otherwise in writing. Notwithstanding the foregoing, Cara reserves the right to send notices to any address or email address it has on file and which it uses for regular communications with the Client.

23.3 Without prejudice to the foregoing, any notice shall be deemed to have been received:

1. if sent by recognised courier service, within 48 hours after the time when the letter containing the same is delivered to the courier service;
2. if sent by email, on the same working day in the Cayman Islands or if not a working day, the next working day; and/or
3. if delivered personally, on the same day or if not a working day, the next working day.

24. TERMINATION

24.1 The Nominee may terminate the Engagement and cease to act for the Client at any time at will.

24.2 Cara may terminate the Engagement and cease to act for the Client immediately if:

1. the Client has not complied with the terms under the Services Agreement or any other terms agreed in writing;
2. Cara or the Nominee has not received adequate instructions from the Client within a reasonable time request;
3. the Client is unable to complete our standard due diligence process which we follow as part of our compliance process;
4. continuing to act could cause reputational damage to the Nominee or Cara;
5. it becomes required by law or professional rules and ethics for us to cease to act for you;
6. any regulatory action is taken against the Client;
7. any proceedings are taken against the Client;
8. any invoice rendered to the Client by Cara has not been paid within 30 days of being rendered or we consider that payment of our Fees and disbursements may be at risk; and/or
9. the risk profile of the Client materially changes.

24.3 Any party may terminate the Services Agreement at any time by giving not less than 60 days notice in writing to the other parties.

24.4 Upon termination by either party you will remain liable to pay us for our professional fees for services rendered and disbursements accrued up to the date of termination.

24.5 The Client is not entitled to any refund of the Fees upon termination for any reason.

25. MISCELLANEOUS

25.1 The failure to exercise or a delay in exercising a right or remedy provided by the Services Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights and remedies. No single or partial exercise of a right or remedy provided in the Service Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

25.2 Nothing in the Services Agreement shall be construed as creating a partnership or joint venture of any kind between us.

25.3 Each of the provisions contained in the Service Agreement shall be construed as independent of every other such provision, so that if any provision of the Services Agreement shall be determined by any court or competent authority to be illegal, invalid, and/or enforceable then such determination shall not affect any other provision of the Services Agreement all of which shall remain in full force and effect.

25.4 As part of our business function, we may use a range of technologies (including cloud and artificial intelligence) provided by any third party service providers in order to meet our objectives and provide our clients with the best and most efficient service.

25.5 If the Nominee is appointed as Senior Managing Official for the purposes of the beneficial ownership reporting regime in the Cayman Islands or to any other role then the Services Agreement shall also apply in such capacity.

25.6 The Engagement Letter may be executed in any number of counterparts, including by portable document format (PDF), DocuSign or any similar method (and Cara and the Client shall be entitled to rely on such electronic signature for the purposes of the Electronic Transactions Act (as amended) of the Cayman Islands), each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument.

25.7 Save for as set out in Clause 3.2, no variation of the Schedules shall be effective unless in writing and signed by a director of Cara. The Client shall not be assigned or novated or otherwise transferred without the prior written consent of Cara. Cara shall have the right to assign, novate and/or transfer the Service Agreement in its sole discretion to any other party.

25.8 Notwithstanding anything contained in this Agreement, Cara shall not be responsible for any loss or damage to the Client or any other party for any failure to fulfil its duties or perform the Services hereunder if such loss, damage or failure shall be caused by or directly or indirectly due to war damage, enemy action, the act of any Government or other competent authority, riot, civil commotion, rebellion, strike, any natural disasters, storm, hurricane, tempest, accident, fire, explosion, toxicity, radioactivity, strike, national or regional lock-out, IT system failure (including cyber attack) or criminal activity against Cara or its Clients or other cause whether similar or not beyond the control of Cara.

26. NON SOLICITATION

26.1 Each party acknowledges that the relationship of the other party with its employees and contractors are valuable business assets. Each party agrees during the term of the Services Agreement and for nine (9) months thereafter that it shall not: (a) either directly or indirectly, solicit or attempt to solicit any employee or contractor of the other party to terminate their relationship with the other party to become an employee, consultant, service provider or independent director to or for itself or any other person or entity; or (b) directly or indirectly through or on behalf of any other individual or entity use any information that constitutes a trade secret to solicit, entice, or induce any business from any of the clients of the other party (including actively sought prospective clients) or its vendors.

27. GOVERNING LAW AND JURISDICTION AND ARBITRATION

27.1 The Services Agreement is governed by and construed in accordance with the laws of the Cayman Islands without regard to or application of conflicts of law rules or principles.

27.2 Should a controversy, dispute or claim arise out of or in relation to the Services Agreement ("Dispute"), the Client must give 30 days' notice of such Dispute to Cara ("Notice of Dispute"). Should the Dispute not be resolved at the expiration of 30 days after the service of the Notice of Dispute, the relevant party may commence arbitration proceedings in accordance with this Clause 27. Should the Dispute remain after the expiry of 30 days after service of the Notice of Dispute, the Dispute shall be settled by arbitration administered by the Cayman International Mediation & Arbitration Centre (CI-MAC) in accordance with the CI-MAC Arbitration Rules ("Arbitration Rules") in force as at the Commencement Date and which Arbitration Rules are deemed to be incorporated by reference to this clause and governed by the Arbitration Act (as amended). The arbitration seat shall be George Town, Grand Cayman, Cayman Islands and governed by Cayman Islands law. The language of arbitration shall be English. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Arbitration Rules. Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties without any right of appeal, any judgment upon any award thus obtained may be entered in or enforced by any court having any jurisdiction thereof. No action at law or in equity based upon any claim arising out of or in related to the Services Agreement shall be instituted in any court of any jurisdiction. If any litigation or arbitration is necessary to enforce any of the terms of the Services Agreement, the prevailing party will be entitled to have their attorney fees paid by the other party. Each party waives any right it may have to assert the doctrine of forum non conveniens to assert that is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.