This letter outlines our understanding of the terms and objectives of the Valuation Engagement.

Calder Capital, LLC will perform an estimate of total value for (“the Company”).

The valuation date will be as of the most recent year-end information available. The objective of the valuation will be to estimate the current fair market value of the Company. The term “fair market value” is defined as:

…the price at which the property would change hands between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts. Court decisions frequently state in addition that the hypothetical buyer and seller are assumed to be able, as well as willing, to trade and to be well informed about the property and concerning the market for such property.

Although the valuation is intended to estimate fair market value, we assume no responsibility for a seller’s or buyer’s inability to obtain a purchase contract at that price. In performing our valuation, we will be relying on future operations or other financial data of the Company. We will not audit, compile, or review those financial statements, projections, or other data. We will not express an opinion or any form of assurance on them.

We will document the results of our findings in a written Valuation & Marketability Analysis Presentation. The purpose of this valuation is to develop a valuation conclusion for determining a majority share value of the Company to assist ownership in its decision-making process.  No aspect or conclusion of the report is meant to be construed as legal advice, or any other type of professional advice or counsel (such as tax, accounting, or investment advice).

The fee for the Valuation & Marketability Analysis is $5,000.00. Any valuation updates after the initial $5,000 Valuation & Marketability Analysis will be an additional $2,500.00 for each update completed.

Should the Company engage with Calder Capital, LLC to represent the sale of its business, the 5,000.00 (or total valuation fees, depending on how many valuation updates were completed and paid for) will be credited towards any Success Fee.

The appraiser is liable only to the client, and this liability is expressly limited to the amount of the fee for this engagement. We do not assume any liability, obligation, or accountability to any third party under any circumstances. The client agrees to hold the appraiser harmless in the event of a lawsuit initiated by any party other than the client.

We appreciate the opportunity to serve your Company. If you agree with the foregoing terms, please sign the copy of this letter in the space provided and return the letter, along with the $5,000 payment. We reasonably expect to present the Valuation & Marketability Analysis Presentation 3-4 weeks after receipt of (1) the completed and signed engagement letter; (2) the $5,000 payment received by Calder’s invoicing department; and (3) the documents sent to us pursuant to our forthcoming document requests. We will not be able to present the Valuation & Marketability Analysis Presentation without receiving the $5,000 payment.

Agreement and acknowledgment:

This letter correctly sets forth our understanding of the terms of the engagement.

May 7, 2025

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Document name: Valuation Engagement Letter

Unique Document ID: 442834fce8d64f3d1dcce59933c5b28a90bd1b6a

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May 16, 2022 2:32 pm EDT	Valuation Engagement Letter Uploaded by Max Friar - [email protected] IP 76.139.149.32

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