Business Valuations Terms and Conditions

By executing an Order Form that references these Business Valuations Terms and Conditions (these “Valuations Terms”), you agree to these Valuations Terms and will be referred to as “you” or “Customer” in these Valuations Terms. “Party” or “Parties” shall mean, individually, Customer or Carta Valuations LLC (“Carta Valuations”) as the context requires and, collectively, Customer and Carta Valuations.

The terms and conditions of the Master Subscription Agreement (the “MSA”) between eShares, Inc. DBA Carta, Inc. (“Carta”) and the Customer are incorporated in these Valuations Terms. The MSA and these Valuations Terms are incorporated into any Business Valuation (as defined below) provided to the Customer by Carta Valuations. Carta Valuations is a wholly-owned subsidiary of Carta. All capitalized terms not defined in these Valuations Terms shall take the meaning assigned to them in the MSA.

1. TERMS AND CONDITIONS FOR BUSINESS VALUATIONS

1.1. Purpose

Carta Valuations will assist Customer in determining a reasonable range of equity values of Customer (the “Subject Interest”) as of the date identified by Customer (the “Valuation Date”).

The valuation opinion (the “Business Valuation”) provided by Carta Valuations, evidenced by a written report that will include terms and assumptions, may be used solely by the Board of Directors and Management of the Customer for the exclusive purposes listed in the Business Valuation.

1.2. Methodology and Process

Various best-practices exist for the valuation of privately-held company equity securities. Carta Valuations follows these practices in its analysis and presentation of its valuation opinions. Carta Valuations applies valuation techniques and methods that rely on recommendations from both the Uniform Standards of Professional Appraisal Practice (USPAP) and generally-accepted industry practices.

Carta Valuations considers the various valuation and allocation methodologies outlined by the USPAP for valuing private companies and will determine a value of the company using one or more of those techniques and methods. The value of any specific class of stock is calculated by allocating the overall enterprise value through a company’s various classes of stock, each in accordance with its rights and preferences.

1.3. Responsibilities of the Parties

1.3.1 Customer is responsible for providing:

• Management representative that can speak to the facts and circumstances of the Subject Interest at the time of valuation

• Permission from Management representative to access the Company’s most recent 409A (if applicable)

• Company’s trailing twelve-month income statement most recent to the valuation date

• Company’s balance sheet most recent to the valuation date

• Company’s financial forecast model most recent to the valuation date

• Any additional information identified by Carta Valuations as necessary to complete the valuation

1.3.2 Carta Valuations is responsible for providing:

• Valuation draft within quoted delivery timeline

• Provide up to 1 hour of time for review call with Management representative(s)

2. SCOPE OF ENGAGEMENT

It is agreed that Carta Valuations will define the scope of work, including but not limited to the valuation approaches, methodology, and procedures to perform under these Valuation Terms at its sole discretion as it may deem appropriate.

Carta Valuations will conduct a valuation of the Subject Interest based on information provided by the Customer and its management. As such, Carta Valuations will specifically rely on the completeness and accuracy of the materials and information provided by the Customer in making its determination of value, and the Customer warrants that the information provided to Carta Valuations is true and correct, Customer is solely responsible for the accuracy of the information provided to Carta Valuations, and Customer will review the draft valuation opinion provided by Carta Valuations for accuracy of the information provided by the Customer. Carta Valuations will not independently verify any information provided to it by the Customer. Based on the information provided by the Customer, Carta Valuations will use independent and objective judgment to reach its conclusions and will decide all matters on their merits, free from bias, advocacy, and conflicts of interest.

The resulting valuation opinion is not to be used for any purposes not specifically enumerated and permitted in the valuation opinion. Carta Valuations will not provide testimony to the SEC or in any related cases without a separate agreement between the parties, unless otherwise required by law or legal process. The Customer shall not reference the resulting valuation opinion or Carta Valuations in any S-1 filing.

3. DELIVERABLES AND TIMING

After Carta Valuations has received all of the information requested in its initial information request, the parties may meet via teleconference to review the materials. Carta Valuations will provide draft exhibits and a draft report followed by the formal valuation opinion. These initial deliverables will be marked as “DRAFT”. During the course of the valuation, the Customer may submit corrected or updated information (forecast, capitalization table, actual historical financials) used as the basis for the valuation, or to change the Valuation Date. However, Carta Valuations reserves the right to charge an additional fee each time such updated information is provided and/or a Valuation Date change is made. The formal valuation opinion will be marked “FINAL” upon delivery.

In addition, Carta Valuations will participate in communications (e.g., email, teleconference) to discuss any issues raised during an audit related to the valuation opinion and will spend up to two (2) hours of additional time to answer any questions and make any necessary revisions to the valuation opinion.

Any conclusions contained in the valuation opinion are effective only as of the applicable Valuation Date. Unanticipated events and circumstances may occur and actual results may vary from those assumed. The variations may be material and Carta Valuations assumes no responsibility for any such variations, and Carta Valuations has no obligation to update the valuation opinion for such events or otherwise comment on or consider such events.

Possession of the valuation work papers or other written documentation regarding the Valuation Agreement does not grant the right of publication of all or part of it, nor may it be used or relied upon for any purpose other than that set forth above without previous written consent by Carta Valuations. Schedules, information, and other work product developed during the engagement by Carta Valuations are the sole property of Carta Valuations and are not subject to examination or production to the Customer at any time during or after this engagement.

4. FEES AND EXPENSES

Carta Valuations’ fee is based on the Order Form as agreed between Carta and Customer.

If the Customer requests in writing that Carta Valuations perform additional professional services, any time and expenses associated with those services will be billed at Carta Valuations’ hourly rate. Any further services regarding the subject matter of the Valuation not explicitly provided for in this engagement letter, including, but not limited to, testimony or appearance in any legal or similar proceeding (including with any tax authority), shall not be required of Carta Valuations unless expressly agreed to in writing by Carta Valuations.

5. GENERAL PROVISIONS

5.1 Customer Representations. The Customer represents that they provided Carta Valuations with all significant and relevant information known and knowable at the time of the valuation and acknowledges that (1) Carta Valuations relied on that information and upon discussions with employees of the Customer during the engagement and has not undertaken any procedures to verify the reasonableness of this information; (2) Carta Valuations expresses no opinion as to the accuracy of the information and that any alterations or modifications to this information could materially affect the conclusions; (3) the Customer has no reason to dispute the underlying financial information and internal discussions upon which Carta Valuations relied in this analysis; and, (4) the Customer understands that the conclusions are to be relied upon solely in connection with the circumstances set forth in this Agreement.

5.2 Indemnification by Customer. Customer shall defend, indemnify and hold Carta harmless against (i) any Claims made or brought against Carta by a third party related to any information provided by the Customer to Carta under this Valuation Agreement; (ii) any Claims made or brought against Carta by a third party related to any use of the Valuation for a purpose not expressly authorized by Carta or in violation of this Valuation Agreement; provided, that Carta (a) promptly gives written notice of the Claim to Customer; (b) gives Customer control of the defense and settlement of the Claim (provided that Carta may participate in such defense at its own expense and that Customer may not settle any Claim in a manner that admits liability on behalf of Carta); and (c) provides to Customer, at Customer’s expense, reasonable assistance in connection with the defense and settlement of the Claim. Customer shall pay Carta any damages finally awarded against Carta, settlements agreed to in accordance with subsection (b) of this section and reasonable costs and expenses (including reasonable legal fees) directly attributable to such Claim.

5.3 Waiver of Jury Trial; Judicial Reference. CARTA AND THE CUSTOMER (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THE ENGAGEMENT OF CARTA VALUATIONS PURSUANT TO, OR THE PERFORMANCE BY CARTA VALUATIONS OF THE SERVICES CONTEMPLATED BY, THE AGREEMENT AND THESE TERMS AND CONDITIONS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER THIS AGREEMENT.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the San Francisco County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in San Francisco County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the San Francisco County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

5.4 Integration Provisions and Survival of Provisions. All of the terms and conditions set forth in these Valuations Terms and any additional terms set forth in any report provided by Carta Valuations shall survive termination of the MSA and these Valuations Terms. If any provision of this Valuation Agreement is held to be unenforceable, the remainder of this Valuation Agreement shall still continue in full force and effect.

5.5 Amendment. Carta reserves the right to alter these Valuations Terms at any time. Customer agrees to review the latest version of the Valuations Terms on Carta’s website periodically to remain aware of any modifications to the Valuations Terms about which Customer is not alerted by Carta. The Valuations Terms available on the website will be dated so as to make clear what version is currently in force.

Last Updated 1/24/2024