Engagement Agreement for Legal Services

July 1, 2025

Thank you for selecting Expedite Counsel to serve as your attorney and legal counsel. The purpose of this Engagement Agreement (“Engagement Agreement” or “Agreement”) is to outline the nature of the engagement and our respective responsibilities and expectations under this Agreement.

Scope of the Engagement

Expedite Counsel has been asked through its online platform to represent the entity designated in this Agreement as the “Client.” Expedite Counsel does not represent any other affiliates or subsidiaries of the Client, nor its respective shareholders, directors, officers, partners, members, or employees.

Expedite Counsel’s representation is strictly limited to providing only the legal services that Client selects through the Expedite Counsel web platform (for example, via the “Start Drafting” or “Start Reviewing” workflow) (the “Engagement”). Any expansion of this scope must be set forth in a separate written agreement signed by both Client and Expedite Counsel.

The Engagement will conclude once the selected services have been completed or when either party gives written notice terminating the Engagement, whichever occurs first. After the Engagement concludes, Expedite Counsel has no further obligation to advise Client. If later legal developments, such as changes in statutes, regulations, or case law, may affect Client’s rights or liabilities, Client must enter into a new written agreement with Expedite Counsel for additional advice regarding those developments.

The outcome of any matter is subject to inherent risks and other factors beyond Expedite Counsel’s control. Therefore, Expedite Counsel has not made, and cannot make, any guarantees or promises concerning the outcome of this matter.

Scope of Engagement and Non-Legal Advice Disclaimer

Expedite Counsel's representation is limited solely to the legal services expressly selected by Client through the Expedite Counsel platform or otherwise confirmed by Expedite Counsel in writing. Expedite Counsel will provide legal advice and services only with respect to that defined Engagement and is not undertaking to provide business, commercial, strategic, investment, accounting, audit, tax, insurance, valuation, technical, or other non-legal advice.

Client is solely responsible for making all business, operational, financial, accounting, tax, technical, and risk-allocation decisions relating to the Engagement and for determining whether to accept, reject, modify, or pursue any transaction, position, or course of action. Client will provide Expedite Counsel with complete and accurate factual information and materials reasonably requested for the Engagement, and Expedite Counsel may rely on that information without independent verification unless otherwise expressly agreed in writing.

Unless expressly stated in a separate written agreement, Expedite Counsel is not engaged to investigate the character, solvency, creditworthiness, regulatory status, or commercial practices of any counterparty, vendor, investor, customer, or other person or entity. Client should consult its own accountants, tax advisors, financial advisors, insurance professionals, and other specialized consultants as appropriate.

Fees

Client agrees to the fees as specified in the Expedite Counsel platform at the time of the engagement. It is expressly understood that this fee is based upon the scope of engagement as defined above. Any expansion of the scope of services shall be the subject of a supplementary or separate engagement agreement, which defines the scope of such additional services to be performed and the fees to be paid for such additional services.

All fees quoted or displayed on the Expedite Counsel platform are exclusive of any federal, state, local, or foreign taxes (including, without limitation, sales, use, value-added, or similar transactional taxes). Client is solely responsible for any such taxes. Expedite Counsel may add the applicable tax to the invoice or charge it at the time of checkout, and Client agrees to pay all such amounts in full when due.

Expenses

Expedite Counsel shall be responsible for ordinary and reasonable overhead costs incident to delivering its technology-enabled legal services to the Client. These costs include, but are not limited to, artificial intelligence platforms, secure document-management and e-signature platforms, printing and photocopying (when required), encrypted delivery and courier services, telephone and video-conference usage, postage, document binding, legal research databases, and the purchase and maintenance of customary software and other technology tools necessary to perform the Engagement.

Billing and Payment

The full amount of Expedite Counsel’s fees will be invoiced at the outset of the Engagement, and payment is due immediately upon receipt of that invoice. Expedite Counsel will not commence, or will cease, work on the matter if the retainer payment is not received in full. Non-payment constitutes grounds for immediate termination of the representation, and no further services will be rendered until the outstanding balance is satisfied.

Expedite Counsel’s fees are considered true retainer fees or general retainer fees, and are paid to Expedite Counsel to secure the availability of our attorneys’ services and compensate the attorneys for the preclusion of other employment that results from the acceptance of employment for the Client. Payments are earned upon receipt and non-refundable. Payments are not deposited in client trust accounts, and will be deposited in Expedite Counsel’s general account or other operating account.

Estimated Timelines

Any timelines or completion dates communicated by Expedite Counsel, whether through the platform, in this letter, or otherwise, are good-faith estimates provided for planning purposes only. They are not guarantees or binding commitments. Client acknowledges that numerous variables beyond Expedite Counsel’s reasonable control (including the complexity of the matter, the responsiveness of third parties, and changes in applicable law) may affect actual delivery dates. Expedite Counsel will use commercially reasonable efforts to meet the stated estimates, but failure to do so shall not constitute a breach of this Agreement, and no credits, offsets, or refunds will be issued on account of delays.

Waiver

Conflicting matters may arise that require Client’s consent. If such a matter arises, Client will consider in good faith consenting to the conflict and it is favorably inclined to provide such consent absent unusual circumstances.

Termination of Representation

Subject to applicable law and ethics rules, the attorney-client relationship created by this Agreement is terminable at will by either Client or Expedite Counsel at any time upon written notice. Expedite Counsel may withdraw from the Engagement immediately or on such notice as Expedite Counsel deems reasonably appropriate where continued representation would be unlawful, unethical, impracticable, unsafe, or inconsistent with this Agreement or applicable professional obligations.

Without limiting the foregoing, Expedite Counsel may withdraw if: (i) Client fails to pay any invoiced amounts when due; (ii) Client fails to cooperate, fails to provide requested information, or gives information that is materially incomplete, inaccurate, misleading, or false; (iii) Client insists on a course of action that Expedite Counsel believes is unlawful, fraudulent, unethical, or imprudent; (iv) a conflict of interest, sanctions issue, anti-money laundering issue, export-control issue, or other legal or regulatory issue prevents continued representation; or (v) any other ground for permissive or mandatory withdrawal exists under applicable law or ethics rules.

Termination of the Engagement does not affect Client's obligation to pay all fees, costs, and charges incurred before termination, including reasonable fees and costs associated with winding down the Engagement and transferring the matter or file to Client or successor counsel.

Unless Expedite Counsel agrees otherwise in writing, the attorney-client relationship will also be deemed concluded upon completion of the specific services for which Expedite Counsel was retained. Expedite Counsel may also treat the Engagement as concluded if six months have elapsed since Expedite Counsel last provided billable services and there is no active or imminent matter then pending for Client. Any later communication from Expedite Counsel, including courtesy updates or responses to administrative requests, will not by itself revive the attorney-client relationship.

Client Documents

During the Engagement, Expedite Counsel will maintain all documents relevant to this representation. At the conclusion of this Engagement, Expedite Counsel will retain Client’s original documents for a period of seven (7) years unless Client requests that they be returned. If Client has not requested possession of the file or any of its contents at the end of seven (7) years, the file will be destroyed in accordance with Expedite Counsel’s record retention program.

Communication

It is important for Expedite Counsel and Client to maintain open communication with each other throughout the Engagement. Expedite Counsel will regularly keep Client informed of the status of the matter and will promptly notify the Client of any major developments. Expedite Counsel will consult with the Client whenever appropriate.

Client agrees to communicate with and provide Expedite Counsel with complete and accurate information as needed to further the legal matter.

Representation of Client Only; No Conflict as to Affiliates

The attorney-client relationship created by this Agreement is solely with the specific person or entity identified by Expedite Counsel as the Client and not with any parent, subsidiary, affiliate, portfolio company, sister company, predecessor, successor, investor, lender, director, officer, manager, member, partner, shareholder, employee, beneficial owner, or other related person or entity, unless Expedite Counsel expressly agrees in writing to represent such person or entity.

Accordingly, Client agrees that Expedite Counsel's representation of Client does not, by itself, create any duty to any non-client affiliate or related person and does not prevent Expedite Counsel from representing another client in a matter that is adverse to any such non-client person or entity, even if that person or entity has a commercial, ownership, management, or other relationship with Client, provided that such representation is otherwise permitted by applicable law and ethics rules.

Advance Conflict Waiver

Client acknowledges that Expedite Counsel may now represent, or may in the future represent, other clients whose interests are adverse to Client. Accordingly, as a material inducement to Expedite Counsel's agreement to represent Client, Client knowingly and voluntarily agrees that Expedite Counsel may represent existing or future clients in any matter, including transactions, disputes, litigation, arbitration, regulatory proceedings, or negotiations, that is adverse to Client, so long as the other matter is not the same as, and is not substantially related to, Expedite Counsel's current or prior representation of Client.

This advance waiver does not apply if, as a result of Expedite Counsel's representation of Client, Expedite Counsel possesses confidential information of Client that could be used to Client's material disadvantage in the adverse matter, unless applicable law permits the representation and Expedite Counsel has implemented appropriate safeguards, including screening or sequestration measures where appropriate.

Client understands and agrees that this waiver is prospective only and may be revoked by Client as to future matters by written notice, but any such revocation will not affect matters already undertaken before Expedite Counsel receives that notice. To the fullest extent permitted by applicable law, Client agrees not to seek to disqualify Expedite Counsel from any such future representation based solely on Expedite Counsel's representation of Client under this Agreement.

If a conflict later arises that requires Expedite Counsel to withdraw from one or more matters, Client agrees that Expedite Counsel may withdraw from the representation of Client to the extent permitted by applicable law and ethics rules, and Expedite Counsel will take commercially reasonable steps to facilitate an orderly transition.

Joint Representation

If Expedite Counsel undertakes to represent two or more clients jointly in the same matter, each such client understands and agrees that Expedite Counsel's representation is a joint representation and not a separate and independent representation of each client.

In any joint representation, Expedite Counsel may share with each jointly represented client any information material to the joint matter that it receives from any other jointly represented client, and no jointly represented client may demand that Expedite Counsel withhold from the other jointly represented client information material to the joint matter. As between jointly represented clients, the attorney-client privilege applicable to the joint matter may not protect communications in any subsequent dispute between or among those clients.

If an actual or potential conflict or material divergence of interests develops between jointly represented clients, Expedite Counsel may determine that it can no longer continue the joint representation. In that event, unless the affected clients and Expedite Counsel otherwise agree in writing and applicable rules permit a different course, Expedite Counsel may withdraw from representing one, some, or all jointly represented clients and may assist with transition of the matter to separate counsel.

Relationship of the Parties

Expedite Counsel is an independent contractor of Client, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Expedite Counsel and Client for any purpose. Expedite Counsel has no authority (and shall not hold itself out as having authority) to bind the Client, and Expedite Counsel shall not make any agreements or representations on the Client’s behalf without the Client’s prior written consent. Any persons employed or engaged by Expedite Counsel in connection with the performance of the legal services shall be Expedite Counsel employees or contractors.

Use of Contractors, Vendors, and Other Service Providers

Client acknowledges and agrees that Expedite Counsel may use employees, independent contractors, contract attorneys, consultants, affiliates, and third-party service providers to support the delivery of the Engagement, including for document management, hosting, cloud storage, e-signature, communications, calendaring, billing, payment processing, data extraction, transcription, translation, legal research, technology support, administrative support, and similar operational or professional functions.

In connection with such services, Expedite Counsel may permit those persons or entities to access Client information on a need-to-know basis, including, where reasonably necessary, confidential or privileged information. Some such persons or entities may store or process information outside the United States. Expedite Counsel will use commercially reasonable efforts to select reputable providers and to require appropriate confidentiality, security, and data-protection obligations consistent with the nature of the information involved.

Client agrees that Expedite Counsel's use of such personnel and providers in the ordinary course of delivering legal services does not, by itself, waive any attorney-client privilege, work-product protection, or other applicable protection.

Choice of Law and Forum

This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, is governed by the law of the State of Texas without regard to its principles of conflicts of law. Any dispute, claim, or cause of action arising out of or relating to this Agreement shall be filed and tried exclusively in the state or federal courts located in Harris County, Texas. Client and Expedite Counsel irrevocably submit to the personal jurisdiction of those courts and waive any objection based on venue or forum non conveniens.

Privacy

In the course of providing legal services, Expedite Counsel may receive nonpublic personal information about Client. All such information will be held in strict confidence and will not be disseminated to any person or entity outside Expedite Counsel without Client’s consent, unless such disclosure is required under the applicable law.

Expedite Counsel may store some or all of Client’s files on a variety of platforms, including third-party cloud-based servers. Although Expedite Counsel takes every precaution to make sure these servers are encrypted and secure, there is still a risk that Client’s confidential or privileged information may be disclosed. Client consents to Expedite Counsel’s use of such storage services. For further information, please review Expedite Counsel’s online Privacy Policy.

Attorney-Client Privilege

Generally, information Expedite Counsel receives from Client is subject to the attorney-client privilege. However, Expedite Counsel may be under an independent ethical duty to reveal privileged information if: (a) it involves the commission of illegal or fraudulent acts that are committed in the course of this Engagement, (b) it involves the intent to commit a crime, or (c) Expedite Counsel is required to disclose the information by law or court order.

Consent to Use of Artificial Intelligence and Technology Tools

Client acknowledges that Expedite Counsel provides technology-enabled legal services and may use artificial intelligence, machine learning, automation, and similar technology tools in connection with the Engagement. Such tools may be used to support, among other things, document review, issue spotting, clause comparison, drafting assistance, summarization, data extraction, organization of information, workflow management, legal research support, translation, and quality-control functions.

Client authorizes Expedite Counsel to use such tools and the third-party vendors that provide them, provided that Expedite Counsel remains responsible for the legal services rendered, exercises independent professional judgment, and maintains appropriate human attorney review and oversight over legal advice and work product delivered to Client.

Expedite Counsel will use commercially reasonable efforts to select reputable AI and technology vendors and to implement reasonable safeguards for confidentiality and data security appropriate to the nature of the information involved. Client understands that no system is completely risk-free and that the use of technology may involve transmission, storage, or processing of Client information by third-party providers. To the fullest extent permitted by applicable law, Client agrees that Expedite Counsel's use of such tools and providers in the ordinary course of rendering legal services does not, by itself, waive attorney-client privilege, work-product protection, or other applicable protections.

Unless otherwise agreed in writing, no artificial intelligence system used by Expedite Counsel is itself providing legal advice to Client, and all legal advice communicated to Client is provided by or under the supervision of licensed attorneys engaged by Expedite Counsel.

Entire Agreement

This Engagement Agreement, together with the Expedite Counsel Terms of Service, constitutes the sole and entire agreement between Client and Expedite Counsel with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the same subject matter.

Electronic Acceptance and Clickwrap Consent

This Agreement is intended to be accepted electronically through Expedite Counsel's online platform. By clicking "I Accept," "I Agree," checking a box indicating assent, or otherwise electronically manifesting assent through the platform, Client acknowledges that it has read, understands, and agrees to be bound by this Agreement and any documents expressly incorporated into it.

Client agrees that such electronic acceptance constitutes Client's legally binding signature and is the same as a handwritten signature for all purposes. Client further agrees that this Agreement may be formed and performed by electronic means and that electronic records maintained by Expedite Counsel regarding Client's acceptance, including time stamps, account activity, IP logs, audit trails, and related records, will be admissible to prove the existence, terms, and acceptance of this Agreement.

Client may download, save, and print a copy of this Agreement for its records. Client may also request a paper copy by contacting Expedite Counsel. To the fullest extent permitted by applicable law, the parties intend that this Agreement and any related records satisfy the requirements of the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, and any similar applicable law.

Each person electronically accepting this Agreement on behalf of Client represents and warrants that he or she is duly authorized to do so and has full power and authority to bind Client to this Agreement.

General

The terms of this Agreement are subject to the provisions of any applicable local rules and laws. If any of the provisions of these terms is or becomes invalid, this will not affect the validity of the remaining provisions. The invalid provisions (and any missing provisions) will be replaced by the valid provisions that come closest to the intent and purpose of the parties.

Please review this Agreement carefully. Each person acknowledging or signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver the Agreement. Expedite Counsel appreciates the chance to be of service and looks forward to working together.