Scope of Services: Carta Luxembourg - Manager Mandate

Per annum pricing will be determined based on your individual needs and complexities.

Please take note of the client deliverables and related timelines outlined below, as they will impact service and turnaround by the Manager. We look forward to your continued partnership.

I. Manager Appointment and Duties

Once appointed, the Manager shall be responsible for the management of the relevant company with all other directors or managers of the company.

The Manager will:

• allocate the time necessary to fulfil their role as director or manager of the Client. The Manager remains entitled to allocate reasonable time to similar appointments in other companies

• exercise their duties diligently, faithfully and in compliance with Luxembourg law, the Client’s articles of association, and any applicable regulatory requirements.

Neither Carta nor the Manager shall be obliged to perform or refrain from performing any action they determine to be in conflict with the Client’s interests, the laws of Luxembourg or other countries or other regulatory requirements affecting the Client. The Manager reserves the right to cease exercising their mandate and responsibilities in such cases.

The Manager’s duties consist in managing, administering and supervising the Client in the best interest of the Client and its investors while acting prudently, diligently, skillfully and in good faith.

Without limiting the generality of the foregoing and of the relevant articles of association, the Manager shall carry out the following functions:

• attend all the scheduled meetings of the Board;

• make himself available at all reasonable times as may be required by the Client to carry out his/her duties and responsibilities in connection with this Engagement Letter, it being understood that the Manager is not required to work any specific hours and shall organize the performance of his/her duties under this Engagement Letter as he/she sees fit in view of the Client’s needs; and

• sign any document on behalf of the Client

II. Service Levels

The following service levels apply to the Manager (as defined in your Engagement Letter):

• Standard Turnaround: Upon receipt of full, complete and clear instructions by the Manager in relation to a request or action required by the Manager (Instructions), the Manager will use best efforts to respond within 5 business days.

• Urgent Requests: The Manager will make reasonable efforts to respond to urgent requests upon a shorter timeline. However, the Client acknowledges that neither the Manager nor Carta can guarantee response within 5 business days.

• Information Requirements: Response times are contingent upon receiving complete, accurate, and timely Instructions. Delays or errors due to incomplete or unclear Instructions are the Client's responsibility.

• Instruction Validation: The Manager has sole discretion to determine whether Instructions are complete or accurate. In the event that Instructions are delayed, inaccurate or incomplete, the Manager will notify the Client accordingly. The Manager’s obligation to fully implement the Instructions will commence only once they are complete.

The Client:

• acknowledges and agrees that neither the Manager nor Carta guarantees the service levels under these terms and conditions and that the Manager’s performance of the Services on this matter will depend on its general workload at the time. Carta may not be held responsible for this delay.

• shall take all measures necessary in order to ensure at least once a week that no request, question, message or other notification are pending. The Client is responsible for proving that it follows up on its own measures and discharges the Manager and Carta from issuing reminders of its requests.

III. Instructions

All Instructions must be sent to the designated email addresses set out in the Engagement Letter and translated into English to enable the performance of the assignment.

The Client is solely responsible for:

• Verifying the legality and implications of all Instructions to be executed and verifying their implications on the Client and the Client’s shareholders and beneficial owners

• Retaining delivery proof for all communications with Carta and/or the Manager and the compliance therefore with the requirements set forth in this scope of service and the engagement letter

• Obtaining prior legal advice from third-party counsel as needed

Neither Carta nor the Manager is required to assess the legal implications of Instructions or provided documents.

In true emergencies, the Client authorises Carta to direct the Manager to act without prior Instructions if doing so would protect the Client’s interests.

III. Client Responsibilities

The Client undertakes the following ongoing responsibilities:

• Legal and Regulatory Compliance. The Client remains fully responsible for compliance with all applicable Luxembourg laws, including CSSF regulations. The Client must notify Carta and/or the Manager of any changes to its articles of association within forty-eight (48) working hours.

• Communication Requirements. The Client must keep the Manager informed of all Client activities, especially changes to the board, committees, or operations. The Client prohibited from binding the Company to transactions without prior written notification to the Manager.

• Disclosure & Transparency. The Client will provide the Manager, at least quarterly, updates regarding operational activities, legal matters or litigation, financial performance, regulatory, banking, or tax matters and future projects and strategic developments.

• Accounting, Documents & Reports. The Client must grant Carta full access to the Client’s books and registers, contracts and correspondence and financial statements and accounting records. Prior to executing transactions, the Client must submit relevant supporting documentation, details on the source of funds and explanation of transaction purpose.

• Activities Abroad. If the Client regularly operates abroad or acquires foreign assets, the Client assumes full responsibility for monitoring and managing those activities and providing Carta with monthly written reports. Carta and the Manager are under no obligation to manage or supervise such activities or assets.

• Misrepresentation and Manager Authority. The Client must not represent or imply that the Manager has authority or powers beyond those formally set out in the Client’s articles of association and the Client’s engagement letter with Carta. The Client must refrain from actions that could expose Carta or the Manager to liabilities exceeding their mandate. Carta reserves the right to veto any proposed actions while the Manager remains on the board or could otherwise be held liable.