Transfer Agent Terms and Conditions

These Transfer Agent Terms and Conditions (these “Transfer Agent Terms”) govern the transfer agent services under the Master Subscription Agreement (the “Agreement”) between Carta and the Customer. Defined terms not otherwise defined in these Transfer Agent Terms shall have the meanings assigned to them in the Agreement.

• For U.S. Domiciled Customers

• For Foreign Domiciled Customers

FOR U.S. DOMICILED CUSTOMERS:

If Customer is formed or incorporated in the United States, Customer understands, acknowledges and agrees that, unless otherwise agreed to or permitted by Carta:

1. APPOINTMENT. Customer hereby engages Carta to provide transfer agent services relating to the recording of the issuance and transfer of all equity interests issued by Customer, including but not limited to common stock, preferred stock, membership interests and/or units, equity awards, and convertible instruments (but excluding any of Customer’s equity interests that are explicitly excluded from transfer agent services on the Order Form by and between Carta and Customer) (individually, a “Security”, and collectively, the “Securities”). Customer hereby appoints Carta as Customer’s transfer agent, effective upon the transfer agency “Go-Live” of the Customer’s account on Carta (the “TA Effective Date”). Customer acknowledges that, in connection with the appointment of Carta as its transfer agent and registrar for the Securities, Carta will notify The Depository Trust Company of the appointment of Carta as the Customer’s transfer agent. Carta represents that it is currently registered with the U.S. Securities and Exchange Commission as a transfer agent.

2. OBLIGATIONS OF CUSTOMER.

2.1 Customer shall provide to Carta the following information and documents, and Customer agrees to keep such information and documents up to date in Customer’s Carta account on an ongoing basis:

(i) Complete and accurate information with respect to the Securities, the holders thereof and the restrictions applicable to transfer of the Securities;

(ii) A copy of the Customer’s certificate of incorporation or certificate formation as amended to date and from time to time;(iii) A copy of the Customer’s by-laws (or operating or partnership agreement) as amended to date and from time to time; and(iv) A list of all beneficial and record holders of the Customer, together with their valid e-mail addresses, the amount of Securities held by each such holder, and additional information regarding the identity and contact information of such holders that is required by Carta. For the avoidance of doubt, beneficial holders of the Customer shall include all securities held through a trust, nominee or custodial structure, and each such beneficial holder must be onboarded to the Customer’s Carta account as individual Security Holder for purposes of the Agreement.

Customer acknowledges and agrees that it will be required to provide the above information as a condition for the “Go-Live” of the Customer’s account on the Hosted Services.

2.2 Customer acknowledges and agrees that:

(i) Upon onboarding onto the Hosted Services, Customer’s Securities will be converted to and represented only by electronic securities on the Hosted Services, unless otherwise agreed by Carta in writing;(ii) At all times following the TA Effective Date until the Customer’s Offboarding (as defined below), Customer will issue all Securities through the Hosted Services to a valid email address of all recipients thereof, and not via any other means or different transfer agent;(iii) Any Security issued through the Hosted Services will result in an email notification being sent to the Security Holder, prompting the Security Holder to create an account on the Hosted Services (if such recipient does not already have an account), and accept the Security into such Security Holder’s account. Some Securities may require the Security Holder to sign the related agreement via the Hosted Services.

Carta will rely upon information and documents provided by Customer in accordance with the Agreement.

3. TRANSFER AGENT SERVICES; LIMITATION ON SERVICES.

3.1 Effective as of the TA Effective Date, Carta shall serve as transfer agent and registrar for the Securities from the TA Effective Date until the date of a Customer Offboarding (as defined below).

3.2 In performing the transfer agent services, Carta does not, and shall not:

(i) Act as underwriter of the Securities, nor as a broker or dealer on any Securities transaction;(ii) Provide any legal, tax or accounting advice in any way, nor on any matter, regardless of the communication, and whether is it oral or written;(iii) Provide any investment advice, nor does Carta make any Securities recommendations nor solicit the offer or sale of Securities to any issuer or investor; or(iv) Provide any brokerage service or advice in the structuring of any offering.

3.3 Customer hereby appoints Carta as its paying agent. Any paying agent activities of Carta on behalf of Customer are subject to the Carta Equity Transaction Payment Terms.

4. OFFBOARDING.

4.1 Definition. A “Customer Offboarding” means the termination of the transfer agent relationship between Carta and Customer. In connection with any Customer Offboarding, Customer acknowledges and agrees that:

(i) All Securities in Customer’s Carta account will be canceled as of the effective date of the Customer Offboarding;(ii) Securities will appear as “Canceled” in the Carta account of any Security Holder, and such canceled Securities (including their designation as “Canceled”) will remain visible in such Security Holder’s Carta account;(iii) Customer will lose all access to the Hosted Services, and Customer will be required to (a) export all Customer Data, Customer Confidential Information, and User-Generated Content and (b) complete of an offboarding form;(iv) Carta will file Form 17Ad-16 with The Depository Trust Company reporting the termination of Carta’s status as the Customer’s transfer agent; and(v) Upon completion of a Customer Offboarding, the Agreement and any related Order Forms will be immediately terminated, provided that the provisions of the Agreement which by their terms are intended to survive termination shall survive such termination, and provided further that if Customer continues to use Carta public company products or services, then the Agreement and any Order Forms for Carta public company products or services will remain in effect after the Customer Offboarding.

4.2 Customer Initiated Offboarding. Customer may initiate a Customer Offboarding at any time by requesting and completing an offboarding form from Carta.

4.3 Offboarding Trigger Events; Notice. Customer acknowledges and agrees that (a) Customer will give Carta reasonable prior notice of any of the following events, and (b) Customer will request from Carta and complete an offboarding form that will result in a Customer Offboarding within ten (10) business days of the occurrence of any of the following events, unless otherwise agreed by Carta in writing:

(i) Customer or Carta terminates the Agreement and/or any related Order Form including transfer agent services;(ii) Customer breaches these Transfer Agent Terms, if such breach has not been cured within twenty (20) days of written notice from Carta specifying the breach in detail; or(iii) Customer appoints another transfer agent to act on behalf of any or all of the Securities;(iv) Customer goes public, becomes publicly traded on a stock exchange, or otherwise becomes a reporting company under the Securities Exchange Act of 1934;(v) An individual, entity, group or any other person acquires beneficial ownership of more than fifty percent (50%) or more of the Customer’s then-outstanding Securities; or Customer merges or consolidates with or into another entity where the holders of Customer’s Securities, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, Securities representing in the aggregate fifty percent (50%) or more of the Customer’s Securities;(vi) Customer converts from a corporation to a limited liability company or from a limited liability company to a corporation; or(vii) Customer liquidates, dissolves or ceases to operate as an ongoing concern.

4.4 Carta Initiated Offboarding. If: (i) Customer does not complete an offboarding form resulting in a Customer Offboarding within ten (10) business days following the occurrence of the events set forth in Section 4.3 above, or (ii) Customer fails to maintain an authorized “Legal Administrator” on Customer’s Carta Account, Customer acknowledges and agrees that Carta may complete a Customer Offboarding without Customer’s involvement (a “Carta Initiated Offboarding”) with five (5) business days prior written notice to Customer. Customer acknowledges and agrees that in connection with any Carta Initiated Offboarding, (a) Carta has sole discretion to select an effective date for the cancellation of the Securities in the Hosted Services and on Form 17Ad-16 to be filed with The Depository Trust Company, (b) Carta shall designate the Customer as the succeeding agent in the Form 17Ad-16 to be filed with The Depository Trust Company.

5. MANAGEMENT OF RECORDS OF SECURITIES AND HOLDERS. The Securities and the records with respect to the Securities and the holders thereof shall be managed by Customer through the Hosted Services; provided, however that Customer acknowledges and agrees that Carta may take actions on the Securities and the records with respect to the Securities and the holders thereof in accordance with the instructions and information provided by Customer and its Users. Any action taken by Carta upon the instruction of Customer or its Users shall remain subject to the Agreement.

6. DATA ACCESSIBILITY. Customer understands and agrees that inspection of Securities records and other records maintained on the systems of Carta may be subject to the inspection rights of securities regulatory authorities, including the U.S. Securities and Exchange Commission.

7. CARTA RESPONSIBILITIES AND LIMITATIONS.

7.1 Carta may rely and act, or refuse to act, without investigation upon any list, instruction, certification, authorization, or other communication provided by the Customer or its Users. Customer agrees that it shall not give Carta direction to take any action or refrain from taking any action, if implementing such direction would be in violation of applicable law, regulation or any third parties’ contract rights.

7.2 Carta may conclusively and in good faith rely and act, or refuse to act or provide its services, upon the records and information provided to it by Customer or its Users without being required or expected to undertake an independent review or audit of such records and information, and shall have no responsibility or liability for the accuracy or inaccuracy of such records and information.

7.3 No provision of this Agreement shall require Carta to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

8. UNCLAIMED PROPERTY ADMINISTRATION; LOST SECURITY HOLDER SEARCH. Carta shall address unclaimed property and lost security holder issues in accordance with its internal policies and procedures.

9. UPDATES. Carta reserves the right to update or alter these Transfer Agent Terms from time to time. The revised version of these Transfer Agent Terms will be immediately effective upon posting. Customer agrees to review the latest version of these Transfer Agent Terms on Carta’s website periodically to remain aware of any modifications to these Transfer Agent Terms about which Customer is not alerted by Carta. Any use of the Hosted Services after updates to these Transfer Agent Terms will constitute acceptance by Customer of such changes.

FOR FOREIGN DOMICILED CUSTOMERS:

If Customer is formed or incorporated outside of the United States, Customer understands, acknowledges and agrees that:

1. LIMITATIONS ON SERVICES.

1.1 Customer is aware that Carta does not serve in the capacity of a share registry or transfer agent, and does not maintain any formal register of members, securities register or the like for companies formed, incorporated or domiciled outside of the United States, and Customer has an alternative share registry or transfer agent system in place in the jurisdiction(s) in which Customer operates, is formed, is incorporated, or is domiciled to account for this.

1.2 Carta is not accepting through the Agreement any delegations or responsibilities under the regulations or laws of the jurisdictions in which Customer operates, is formed, is incorporated, or is domiciled.

1.3 Customer, in consultation with its counsel, has reviewed the e-signature regulations in the jurisdiction(s) in which Customer operates, is formed, is incorporated, or is domiciled and confirms that Hosted Services are an acceptable solution for accepting e-signatures on any documents executed or collected through the Hosted Services, and Customer also confirms that any additional documents required during the exercise of an equity award—but not processed on or through Hosted Services—will be signed outside of Hosted Services using another provider that meets the Customer’s requirements before the exercise is approved on the Hosted Services.

1.4 Carta cannot calculate the associated tax withholdings for equity award exercises outside of the United States, and Customer further agrees to calculate and manage any and all tax withholdings outside of the Hosted Services.

1.5 Carta shall not be required to process payments with respect to equity or security transactions for or on behalf of Customer.

1.6 If Customer becomes a publicly listed or publicly traded company, then Carta shall have the right to terminate the Agreement immediately upon written notice to Customer.

2. UPDATES. Carta reserves the right to update or alter these Transfer Agent Terms from time to time. The revised version of these Transfer Agent Terms will be immediately effective upon posting. Customer agrees to review the latest version of these Transfer Agent Terms on Carta’s website periodically to remain aware of any modifications to these Transfer Agent Terms about which Customer is not alerted by Carta. Any use of the Hosted Services after updates to these Transfer Agent Terms will constitute acceptance by Customer of such changes.

Last updated: October 2, 2023