Date

[*]

RE: ENGAGEMENT AGREEMENT

Dear [*]:

We are pleased to welcome [*] (the “Company”) as a client of [*] (the “Advisor”), and we appreciate the
opportunity to act as the Company’s [*] advisor. The purpose of this letter is to outline the basic terms
of our engagement, including the anticipated scope of our services as well as the billing policies,
practices and price that will apply. While I would prefer to confirm the terms of our engagement in a
less formal manner, I am required by internal policy (and, in many cases, by law) to memorialize the
terms of our engagement in writing.

SCOPE OF SERVICES

The Company has requested that we advise them on certain [*] issues to set up a complete platform to
enable the Company to [*]. The general terms of the services are contained in Schedule “A”. It is
important that we all acknowledge that the Advisor will represent only the Company. We do not
represent any individual founder, stockholder, director, officer, or employee in an individual capacity in
matters related to the Company.

The scope of our engagement may change if the Company asks us to provide different services and we
agree to provide them. If our engagement changes, the terms set out in this letter will apply to the
expanded engagement, unless we enter into a further agreement modifying or superseding this one.
Our engagement may be terminated by either one of us upon notice to the other.

We should emphasize that we will only be providing advisory services to the Company in connection
with this engagement and Advisor Agreement. The Company is not relying on us for, and we are not
providing, any business, investment, insurance or accounting advice or any investigation of the character
or credit of persons with whom the Company may be dealing.
RESPONSIBILITIES OF ADVISOR AND CLIENT

For us to assist the Company effectively and efficiently, the Company should be actively involved in the
strategy and management of the affairs to be advised on. Our goal is to encourage candid and frequent
communication between us. We will keep the Company informed of developments regarding all aspects
of the advisory process matters and will consult with it as necessary to ensure the timely, effective, and
efficient completion of our work. We expect that the Company will provide us with all factual
information it has relating to the subject matter of our engagement and that it will make all appropriate
business or technical decisions. We encourage our clients to send us their press releases, blog postings,
industry articles and the like to help keep us apprised of company and industry developments. The
Advisor may from time to time make reference to the Company as a client in client lists, in discussions
with the business press, or in the course of evaluating conflicts of interest with other prospective clients.
Unless the Company consents to additional disclosures, such references to the Advisor’s representation
of the Company will be limited to the Company’s name and logo, industry sector and such other
information as may be available in the public domain. In addition, we encourage the Company to share
with us at all times its expectations and any concerns regarding our services throughout the course of
our representation.

BILLING PROCEDURES

We typically base our fees on the hours devoted by our employees and professionals who perform the
work, multiplied by their guideline hourly rates. In this case, we will present a fix cost for the services to
be rendered.

The amount we charge for our services is included in Schedule A and will be payable according to the
calendar established in same. Any additional activities will be added to the above-mentioned schedule.
The cost of the additional services will be agreed by both parties and will take into consideration a
variety of factors, including any unusual time constraints or other special demands imposed by the
engagement, the novelty or complexity of the issues raised, efficiencies achieved, the amounts involved,
and the particular results obtained on the Company’s behalf.

REIMBURSEMENT OF COSTS

We do not charge for many of the administrative costs and disbursements that other advisors
traditionally pass through to their clients (such as telephone charges, word-processing, postage, on-site
photocopying, and faxing). We charge monthly for actual out-of-pocket expenses incurred in providing
our services, such as travel costs, government filing fees and courier charges, if applicable. We will ask
the Company to pay any substantial expenses directly to the provider of the service unless the Company
has advanced the payment to us. Advisor will pay other expenses and bill the Company for payments
we made on its behalf. We know that clients are concerned about reimbursable expenses, and we
recognize, and take seriously, our obligation to control these costs. The Advisor will endeavor to
negotiate best pricing from external providers on the client's behalf.
PAYMENT

We will bill monthly according to e payments calendar included in Schedule A. Our bills are due and
payable upon receipt and become past due after 15 days, except for the retainer which will be paid
upon acceptance of this engagement letter. It is our experience that our clients and us both benefit
when bills are promptly rendered, any questions about bills are promptly raised, and payment is then
promptly made. If the Company has any questions or concerns about the form in which our bills are
presented, please contact me immediately. Any objections the Company has will be waived if it does
not bring them to our attention within 30 days. Please note that Advisor reserves the right to charge
interest at the rate of 1% monthly on past-due accounts.

The Company agrees that the responsibility for payment is solely its own. To facilitate prompt payment,
bills will be rendered only to the Company (unless we agree otherwise). Any outside arrangements that
the Company may have for reimbursement, indemnification or the like will not change its obligation.
The Company should be aware that the Advisor may terminate its legal services and withdraw from this
engagement in the event that our fees and other charges are not promptly paid. In addition, if our
engagement is terminated by either one of us or for any reason, the Company will remain obligated to
pay us for any charges incurred before the termination date.

RELATIONSHIPS WITH INVESTORS AND OTHERS

Advisor may also advise venture capital firms, investment banking firms, FinTechs and other entities that
make investments in companies, act as their underwriters or otherwise participate in financing efforts.
It is possible that one or more of these entities or another client of the Advisor may invest in the
Company, act as its underwriter, designate a representative on its Board of Directors, enter into a
commercial agreement with the Company or have some other relationship with it. By signing this letter,
the Company consents to the Advisor’s representation of these entities in matters unrelated to the
Company, and the Company waives any conflict of interest that may be deemed to arise from such
relationships in unrelated matters. The Company also agrees that it will execute any additional written
consents that may be required in the future to permit the Advisor to represent these entities in matters
unrelated to the Company.

TERMINATION OF SERVICES

The Company will have the right to terminate our engagement at any time. We, too, will have the right
to terminate our engagement at any time, for any material breach, including but not limited to non-
delivery of information, non-delivery of the necessary technology, non-payment, or any other that may
impede the ability to perform the advisory services. In this cases termination will be immediate.
SIGNATURE

We request that the Company review this letter carefully. If the letter is consistent with the Company’s
understanding of our respective responsibilities, please return a signed copy to me at your earliest
convenience.

We are delighted to be working with the Company. Please do not hesitate to call me if you have any
questions concerning anything outlined in this letter or any other aspect of our engagement.

[*]

ACKNOWLEDGED AND AGREED:

I have read the foregoing letter, and I understand it.

[*]