Paying Agent Terms and Conditions Supplement

Updated December 23, 2024

1. Your use of the NPM Platform, NPM website and any of the services and applications available on or via such platform or website (together the “Platform”) is governed by the NPM Terms of Use (“TOU”) available at www.nasdaqprivatemarket.com/terms-of-use. All terms capitalized but not otherwise defined herein shall have the meaning ascribed to them in the TOU. To the extent that NPM provides you with paying agent services, You agree that the additional terms and conditions in this Paying Agent Terms and Conditions Supplement (“Supplement”) form a part of the TOU. The Platform is owned and operated by Nasdaq Private Market, LLC, a Delaware limited liability company, together with certain of its subsidiaries, including NPM Securities, LLC (“NPM”, “Nasdaq Private Market”, and “We”).

2. You represent and warrant that: (i) You have read and understand this Supplement; and (ii) You agree to this Supplement. If You do not agree to this Supplement, You are not authorized to access or use the Platform. You represent that You have the capacity to be bound by this Supplement. If You are reviewing this Supplement on behalf of Your employer or another entity, You represent and warrant that: (i) You have full legal authority to bind Your employer, or the applicable entity, to this Supplement in which case the term ”You” or “Your” will refer and apply to such employer or another entity; (ii) You have read and understand this Supplement; and (iii) You agree, on behalf of the party that You represent, to this Supplement. If You do not have the legal authority to bind Your employer or the applicable entity, You are not authorized to use the Platform. You may print or download a copy of this Supplement for Your records.

3. You acknowledge and agree that NPM will act as paying agent to help administer the settlement of transactions in securities and hereby authorize and direct NPM to receive, transfer, or otherwise direct funds in connection with a transaction in securities to which You are a counterparty.

4. NPM has established a bank account (“EBOC Account”) to receive and transmit funds for the exclusive benefit of customers. Upon execution of any applicable transaction related documents (“Transaction Documents”), You agree to adhere to any timing obligations in the Transaction Documents and those set by NPM to perform its services under this Supplement.

5. NPM is not a fiduciary nor an escrow agent, and the duties of NPM hereunder shall be purely ministerial in nature. NPM shall not be responsible for the performance of any counterparty with respect to their obligations to You regarding the purchase or sale of any securities.

6. At least two (2) business days before the sender initiates any wire transfers to the EBOC Account, You shall provide NPM with a flow of funds (“Flow of Funds”) in writing (email being deemed sufficient) identifying: (a) the total amount of the purchase price agreed with the counterparty or counterparties; (b) any amount payable to any service providers in connection with the transaction (additional fees may apply); (c) any amount due to the issuer in respect of the share transfer, including but not limited to option exercise costs or withholding or transfer taxes; and (d) any amount due to NPM in respect of its fees.

7. You acknowledge that NPM may request further information from You about You, Your service provider(s), or the Flow of Funds for the purposes of executing the wire transfers in accordance with NPM’s operational and regulatory requirements, and if You do not provide the required information in a timely or satisfactory manner, NPM shall not be in breach of any obligation hereunder for its failure to effect any transfer.

8. You are solely responsible for the accuracy and completeness of the information You provide to NPM in the Flow of Funds or otherwise. You agree that if there is an error or omission in the information provided, and as a result You have overpaid or underpaid, or monies are wired to the wrong party or account, then You will deal directly with the counterparty, service provider, company, or NPM in order to rectify the error, and unless the error was made by, and the fault of, NPM, NPM shall have no responsibility or liability to rectify or be a party to any proceeding or communications relating to such error.

9. You are solely responsible for ensuring that the bank account(s) indicated in the Flow of Funds will accept a wire transfer in the currency designated in the Flow of Funds, and You will be responsible for any fees imposed by the banking institution (or any intermediate institution through which the funds are routed) in connection with the initiation, acceptance, or return of wire transfer(s).

10. Where You are the buyer of securities, NPM shall provide wire transfer information for the EBOC Account to You at least two (2) business days prior to the closing date of the transaction indicated in the Transaction Documents (“Closing Date”). You acknowledge and agree that You will pay to the EBOC Account the aggregate amount due according to the Flow of Funds such that the EBOC Account receives the wire transfer(s) no sooner than five (5) business days, and no later than one (1) business day prior to the Closing Date. Such funds shall be delivered to the counterparty(ies), the service provider(s) (if applicable), the issuer (if applicable), and NPM by wire transfer in immediately available funds to the accounts designated by such . recipients in the Flow of Funds. Upon distribution of the funds, NPM shall have no further obligations under this Supplement.

11. You and NPM acknowledge and agree that: (a) NPM shall disburse the funds as promptly as practicable under the circumstances on or after the Closing Date without unreasonable delay; (b) You will not obligate NPM to hold the funds any longer than NPM deems necessary; and (c) NPM will not pay interest on the funds.

12. NPM shall cause the EBOC Account to deliver the amounts to each applicable party listed in the Flow of Funds, in each case, by wire transfer of immediately available funds to the bank accounts designated in the Flow of Funds; provided that such payments shall not be delivered unless and until You provide a written instruction (which may be via email) to NPM to make such payments. NPM will not be obligated to calculate or pay interest to any party.

13. If NPM is uncertain (in its reasonable judgment) as to its duties or rights hereunder or receives instructions with respect to the Flow of Funds which, in its sole and reasonable determination, are in conflict either with other instructions received by NPM or information known to NPM, it shall first consult with You. If, after such consultation, NPM is still uncertain after three (3) business days, NPM shall be entitled to deposit the amount held, or any part thereof, with the clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by NPM of the amount held, or the applicable portion thereof, with the clerk of any such court, NPM shall be deemed to have satisfied its obligations as paying agent under this Supplement.

14. NPM shall have no responsibility at any time to ascertain whether or not any security interest exists in any amounts held in the EBOC Account or to file any financing statement under the Uniform Commercial Code with respect to such amounts, nor shall NPM have any responsibility to ascertain whether any other restrictions not legended on any certificate(s) or book entry records representing Securities apply to, or encumber, any portion of the amounts held.

15. NPM may resign as paying agent for any reason upon five (5) business days’ written notice (which may be via email) to You. Should NPM resign as herein provided, the sole duty of NPM shall be to return any monies sent to the EBOC Account which have not already been distributed to the sender of such monies, whereupon NPM shall have no further obligations under this Supplement.