Engagement Letter

1. Scope of Services

Finhanced Inc. will provide the following advisory and arrangement services in connection with the Transaction:

• Transaction structuring advice and strategic guidance
• Identification of appropriate issuing institutions or financial counterparties
• Coordination of documentation requirements and review
• Due diligence support and facilitation
• Facilitation of communication between transaction parties
• Ongoing advisory support through transaction execution

2. Advisory Role — Important Limitation

Finhanced Inc. acts solely as an independent advisor and arrangement facilitator. Finhanced is NOT a bank, lending institution, broker-dealer, or financial instrument issuer. All financial instruments referenced in connection with this engagement — including but not limited to Standby Letters of Credit (SBLCs), Bank Guarantees (BGs), and Letters of Credit (LCs) — are issued exclusively by regulated third-party banking institutions, subject to their own independent credit approval, compliance review, and due diligence processes. Finhanced does not guarantee the approval, issuance, or performance of any financial instrument. Our role is limited to advisory, structuring, and facilitation services as described herein.

3. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and truthful information in all submissions and communications
• Cooperate fully with all due diligence, KYC, and compliance requirements
• Respond to information requests in a timely manner to avoid delays in transaction processing
• Disclose all material facts relevant to the proposed transaction, including any pending litigation, regulatory actions, or sanctions exposure
• Maintain the confidentiality of all proprietary processes, counterparty information, and transaction details shared by Finhanced Inc.
• Ensure that all authorized signatories have the legal authority to bind the Client entity

4. Fees & Compensation

Fee arrangements for advisory and arrangement services shall be set forth in a separate fee schedule or addendum to this engagement letter, mutually agreed upon by both parties prior to the commencement of active transaction work. No fees shall be deemed earned or payable until expressly agreed in writing. Any third-party costs, bank charges, or disbursements incurred in connection with the transaction shall be the responsibility of the Client unless otherwise specified.

5. Confidentiality

Both parties agree to maintain the strictest confidentiality regarding all information exchanged in connection with this engagement. Neither party shall disclose any confidential information, transaction details, counterparty identities, or proprietary methodologies to any third party without the prior written consent of the other party, except as required by applicable law, regulation, or court order. This obligation of confidentiality shall survive the termination of this engagement for a period of two (2) years.

6. Term & Termination

This engagement shall commence on the date of countersignature by both parties and shall remain in effect for a period of twelve (12) months, unless earlier terminated by either party upon thirty (30) days' written notice. Termination shall not affect any obligations or liabilities accrued prior to the effective date of termination, including any fees earned and confidentiality obligations. Upon termination, each party shall promptly return or destroy all confidential materials received from the other party.

7. Compliance

Both parties acknowledge and agree that all activities conducted under this engagement shall comply with applicable laws and regulations, including but not limited to Know Your Customer (KYC), Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), and international sanctions requirements. The Client acknowledges that Finhanced Inc. and its banking partners reserve the right to decline or terminate any transaction that fails to meet compliance standards or raises concerns during screening and due diligence processes.

8. Governing Law

This letter and any engagement hereunder shall be governed by and construed in accordance with the laws of the State of Florida, United States of America.

9. Entire Agreement

This engagement letter, together with any schedules, addenda, or amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements, whether written or oral.