Investment Management Agreement

This Discretionary Investment Management Agreement (this “Agreement”) is entered into by Treasure Investment Management, LLC, a Delaware limited liability company and investment adviser registered with the U.S. Securities and Exchange Commission (“Treasure”) and the corporate entity retaining Treasure to provide the investment management services described herein (“Client”).

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Overview

Treasure provides discretionary investment management services to small and medium sized businesses using a proprietary algorithm that is available through an automated platform (the “Platform”) on the Treasure website (the “Website”). The Platform is designed to help businesses manage their cash flow, investments and other financial assets, with the aim of optimizing current and medium-term liquidity and achieve investment returns on idle cash reserves. Treasure will provide investment management services solely through the Platform, provided that Treasure’s customer support team may be reached via email at support@treasurefi.com with respect to technical questions regarding the Platform. Based on the information Client provides to Treasure via the Platform (the “Client Information”), Treasure’s proprietary algorithm will analyze and recommend a suitable investment strategy (the “Investment Strategy”) that allocates Client’s idle cash reserves among various investment portfolios (the “Investment Portfolios”).

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Treasure and Client agree as follows:‍

1.0 Appointment of Treasure as Investment Manager

1.1 Client hereby appoints Treasure to provide discretionary investment management services with respect to the accounts owned by our clients established at qualified custodians selected by Treasure in the best interest of our clients (the “Treasure Reserve Account”). Treasure shall manage the Treasure Reserve Account in accordance with the Client Information and the Investment Strategy recommended to Client through the Platform.

1.2 By acknowledging consent electronically, Client agrees to enter into and be bound by the terms and conditions of this Agreement.

2.0 Advisory Services

2.1 Client authorizes Treasure to supervise and direct the investment and reinvestment of assets in the Treasure Reserve Account, with full authority and discretion (without consultation with Client), on Client’s behalf and at Client’s risk, and in accordance with the recommended Investment Strategy, to purchase and sell mutual funds and Exchange Traded Funds (including, without limitation, money market mutual funds as separate investments), and/or similarly traded instruments (collectively “Securities”), as well as to manage cash balances within the Treasure Reserve Account. Without in any way limiting the foregoing and for the avoidance of doubt, Client cannot issue individual trading instructions to Treasure or to Apex to purchase and/or sell specific Securities in the Treasure Reserve Account. Only Treasure shall have authority to issue trading instructions to purchase and sell Securities in the Treasure Reserve Account that are consistent with the recommended Investment Strategy and based on the discretionary authority granted to Treasure by Client under this Agreement. Notwithstanding anything in this Agreement to the contrary, Treasure shall have no authority hereunder to take or have possession of any assets in the Treasure Reserve Account or to direct delivery of any Securities or payment of any funds held in the Treasure Reserve Account to itself or to direct any disposition of such Securities or funds, except to Client, as directed by Client, pursuant to valid legal authority, or except for the payment of fees as provided in Section 5 hereof.

2.2 Client acknowledges and agrees that: (i) Treasure does not provide investment advice in a manner other than the investment advice described in this Section 2; (ii) Treasure will provide investment advice and deliver the advisory services solely through the Platform; (iii) Client will not receive investment advice in person, over the phone, in live chat, or in any other manner other than through the Platform; (iv) Client will not be entitled or able to hold Securities in the Treasure Reserve Account other than those that comprise the Investment Portfolios recommended by the Platform; and (v) Treasure is not undertaking to provide Client with tax or accounting advice or counseling.

2.3 Client further acknowledges and agrees that Treasure, from time to time and without prior notice to Client, has full authority and discretion to: (i) change the number of Investment Portfolios available through the Platform; (ii) change the Securities that comprise each of the Investment Portfolios; (iii) change the relative weightings of the Securities within each of the Investment Portfolios; and (iv) covert the Securities in the Treasure Reserve Account to one hundred percent (100%) cash or cash equivalents.

2.4 Client acknowledges that, based on the Client Information and the investment methodology used in developing Treasure’s proprietary algorithm, the Investment Strategy comprises the only investment advice that Treasure shall provide to Client. Client also acknowledges that except for the historical bank provided directly to the Platform, the algorithm will not consider any information not provided by Client as part of the account registration process. Client further acknowledges and agrees that there is no guarantee, representation, warranty, or covenant that the recommended Investment Strategy will perform better over any time period than any other portfolio of publicly traded securities or any other investment, whether made available through the Platform or otherwise available in the market.

2.5 Client acknowledges that due to the nature of the Investment Strategies and composition of the Investment portfolios, that Client may not impose investment restrictions on the management of the Treasure Reserve Account.

‍ 2.6 Client understands, acknowledges and agrees that the investment management services provided through the Platform: (i) do not constitute a complete investment program; (ii) do not consider outside assets, concentration, debt or other accounts Client may have with any third-party; (iii) have limits on the types of investments that are offered; (iv) are not suitable for all investors; (v) relies solely on, and without verification, the accuracy and completeness of information provided by Client; and (vi) have been designed to pursue specific investment objectives.

‍ 2.7 Client acknowledges that in providing its investment management services, Treasure may, subject to applicable laws and regulations, engage unaffiliated vendors or other contractors to aid it in fulfilling its duties under this Agreement or to provide ancillary enhancements or features of the services contemplated herein. Additionally, Client further acknowledges that in performing its obligations under this Agreement, Treasure may, at its own discretion, delegate any or all of its investment advisory, and other rights, powers, and functions hereunder to any of its affiliates or to any third-parties, without Client’s written consent, provided that Treasure shall always remain liable to Client for its obligations hereunder.

3.0 Custodian and Broker-Dealer

3.1 Client agrees to appoint Apex Clearing Corporation as Client’s broker-dealer and custodian pursuant to a separate “Customer Account Agreement” (“Apex” or the “Custodian”).

3.2 Client acknowledges and agrees that pursuant to the Customer Account Agreement, the Custodian shall be responsible for: (i) maintaining and recording transactions in cash and securities in the Treasure Reserve Account; (ii) executing, clearing and settling orders placed by Treasure on Client’s behalf; and (iii) providing Client with statements, confirmations, other required documentation, and other information about the Treasure Reserve Account and transactions therein.

3.3 By entering into this Agreement, Client hereby authorizes and instructs Treasure to place, and the Custodian to execute, orders to buy and sell securities on Client’s behalf at Treasure’s direction. Client acknowledges and agrees that orders for purchases or sales in the Treasure Reserve Account may be combined with orders for purchases or sales of securities in other accounts using the Platform into larger orders for aggregate transactions for each applicable security in the Treasure Reserve Account.

3.4 Treasure acknowledges and agrees that Treasure shall have no authority to initiate any withdrawal or otherwise to transfer any Securities or money out of the Treasure Reserve Account other than in connection with the termination of the Treasure Reserve Account pursuant to the terms and conditions of this Agreement. Treasure shall have no authority to initiate any deposit or otherwise transfer money out of the Treasure Reserve Account except for the payment of fees as provided in Section 5.

3.5 Client acknowledges that neither Treasure nor any service provider engaged by Treasure is responsible for the obligations of the Custodian or any successor custodian and that Treasure and the Custodian have separate agreements with Client that allocate separate sets of rights and obligations between Client and the respective entity. Client further acknowledges that prospectuses and trade confirmations for investments made in the Treasure Reserve Account will be sent to Client directly by the Custodian.

3.6 Client agrees that because Treasure does not have custody of the assets in the Treasure Reserve Account, that Treasure shall not have any liability to Client for any loss or other harm to any assets in the Treasure Reserve Account, including any harm to any assets resulting from the insolvency of the Custodian or any acts of the agents or employees of the Custodian regardless of whether the full amount of such loss is covered by SIPC or any other insurance which may be carried by the Custodian. Client understands that SIPC provides only limited protection for the loss of property held by a broker-dealer.

3.7 Client acknowledges that Treasure will not have physical custody of any of the assets in the Treasure Reserve Account.

3.8 Client shall retain sole ownership of the Treasure Reserve Account, including the right to (i) withdraw securities or cash; (ii) exercise or delegate proxy voting for any full share of a particular security; (iii) proceed directly as a security holder against the issuer of any security in the Treasure Reserve Account; and (iv) receive transaction confirmations. Client may make deposits and withdrawals at any time, subject to any maintenance or holding period requirements of the Custodian or any other restriction set forth in Sections 9 and 10 below.

4.0 Advisory Fees

4.1 As compensation for the investment management services contemplated by this Agreement, Treasure will charge Client an annual investment management (the “Management Fee”) according to the following wrap fee schedule:

| Assets Under Management | Annual Fee (%) |

|-------------------------|----------------|

| $0 to 50 million | 0.35% |

| Over $50 million | Negotiable |

4.2 The Management Fee shall be payable monthly, in arrears, and is calculated by multiplying the Management Fee by the net market value of the Treasure Reserve Account as of the close of trading on the New York Stock Exchange (“NYSE”) (herein, “close of markets”) on such day, or as of the close of markets on the immediately preceding trading day for any day when the NYSE is closed, and then by dividing by 365 (except in any leap year, during which year the amount shall be divided by 366). The Management Fee for each calendar month (consisting of the aggregate of the daily fee for each day in that calendar month) shall be due and payable in arrears no later than the tenth business day of the immediately following calendar month.

4.3 Treasure will promptly notify Client of any increase or decrease in the Management Fee. An increase in the Management Fee will be effective for the Treasure Reserve Account starting in the next month that begins at least 30 days after Treasure sends or posts such notice. A reduction in the Management Fee will be effective for the Treasure Reserve Account starting in the next month following its reduction.

4.4 If Client closes the Treasure Reserve Account, withdraws the entire balance of the Treasure Reserve Account, or otherwise terminates this Agreement on any date other than the last business day of the month (except under the circumstances covered by Section 4.5), Client shall pay any outstanding aggregate daily fees for the period from the day immediately following the last day of the last calendar month for which Client has paid, through the effective date of such withdrawal or termination.

4.5 If, for any reason other than the decision to move Client’s portfolio to cash for portfolio management purposes, Treasure closes and liquidates all the positions held in the Treasure Reserve Account, Client will receive the proceeds of the liquidated portion of the Treasure Reserve Account net of any Management Fee due, and this Agreement shall terminate.

4.6 If, for any reason, there is insufficient cash available in the Treasure Reserve Account to cover the Management Fee at the time it is charged, Treasure, in its sole discretion, may cause certain Securities in the Treasure Reserve Account to be liquidated to allow the Management Fee to be deducted from the Treasure Reserve Account.

4.7 Treasure reserves the right, in its sole and absolute discretion, to reduce or waive the Management Fee for certain clients for any period of time determined by Treasure. In addition, Client agrees that Treasure may waive its fees for clients other than Client, without notice to Client and without waiving its Management Fee for Client. In exercise of its sole and absolute discretion, Treasure may amend or terminate any reduction or waiver of the Management Fee. Treasure will promptly notify Client of any increase or decrease in the reduction or waiver of the Management Fee. A change in the waiver or reduction of the Management Fee will be effective for the Treasure Reserve Account starting in the next month that begins at least 30 days after Treasure sends or posts such notice.

5.0 Valuation

‍The assets in the Treasure Reserve Account will be valued by Apex.

6.0 Payment of the Management Fee

Client hereby authorizes Treasure to invoice the Treasure Reserve Account directly for the Management Fee. Treasure will inform Apex of the amount of the Management Fee to be paid to Treasure directly from the Treasure Reserve Account and will notify Client as to the amount of the Management Fee and the net market values of Client’s assets on which the Management Fee has been based. While Treasure is responsible for the accurate calculation of the Management Fee, Client will be responsible for verifying the accuracy of the Management Fee calculation as the Custodian will not determine whether the Management Fee is calculated properly. Notification to Client will be through Client’s user account on the Platform or by email at the address provided by Client to Treasure.

7.0 Taxes

‍ 7.1 Client acknowledges that Client will rely on the brokerage statements, transaction confirmations, and tax reporting forms provided by the Custodian for tax-related information. Client agrees that Client is responsible for all tax returns, filings and reports on any transactions undertaken pursuant to this Agreement and for the payment of all unpaid taxes, levies, duties or other liability or payment arising out of, or in connection with, the securities held in the Treasure Reserve Account.

7.2 Client acknowledges that the Custodian may be required to withhold taxes in accordance with applicable tax laws and remit such withholdings to the relevant taxing authority, in respect of amounts due to or payable by Client.

8.0 Expenses

Expenses for which Client is independently responsible, if incurred, are listed on Schedule A on the new account application. Treasure and/or the Custodian may charge fees for ancillary services as disclosed in Schedule A to this Agreement. In particular, Client agrees that, if you (i) request the preparation and delivery of paper documents that Treasure or the Custodian normally provides in electronic form or that Treasure and/or the Custodian are not required to provide in paper form or (ii) fail to provide a valid email address to which electronic delivery can be made, Treasure and/or the Custodian may charge Client the additional fees set forth on Schedule A for the preparation and delivery of such paper documents. From time to time, in their sole discretion, Treasure and/or the Custodian may adjust the amounts or types of fees they charge for ancillary services.

9.0 Deposits

‍ 9.1 Client agrees to fund the Treasure Reserve Account by contributions made through a Funding Source (as defined herein), by using the Platform to direct the transfer of money to the Treasure Reserve Account in accordance with the terms and conditions of this Agreement. “Funding Source” means the financial institution Client has selected to make deposits into the Treasure Reserve Account via the Automated Clearing House payment system (“ACH”).

9.2 Client agrees that, by initiating or directing a deposit, Client authorizes the bank or other vendor that Treasure engages from time to time to facilitate the use of the ACH payment system for the transfer of money to or from the Custodian (such bank or vendor, the “ACH Operator”) to request that the financial institution that serves as the Funding Source transfer the amount of the deposit to the Custodian for deposit in the Treasure Reserve Account. Client also acknowledges that deposits may take up to two business days to appear in the Treasure Reserve Account. Client acknowledges and agrees that Client is responsible for any fees, charges, or expenses imposed by the financial institution that serves as the Funding Source in connection with any deposit or transfer of money to or from the Treasure Reserve Account. Client further acknowledges and agrees that, unless otherwise agreed to by Treasure and the Custodian, Client does not have any right to fund (or direct the funding of) any deposit or transfer of money to or from Clients Treasure Reserve Account in any manner other than by an ACH transfer to the Custodian. Treasure and the Custodian reserve the right to accept cash funded from other sources as they may mutually agree and to the extent permitted by applicable law and such cash funding methods may be subject to additional terms and conditions, which will be disclosed to Client. Treasure also reserves the right to accept investments funded from other sources or through other means on a case by case basis.

9.3 Client further agrees that, by initiating, authorizing, or directing a deposit or transfer to the Treasure Reserve Account, Client authorizes Treasure to place orders with the Custodian on Client’s behalf for purchases of the Securities that comprise the Investment Strategy.

9.4 Client acknowledges and agrees that any deposit or transfer to the Treasure Reserve Account, and/or purchases of Securities, may not be cancelled following the initiation, authorization, and/or direction of such transaction.

9.5 Client acknowledges and agrees that in order to permit sufficient time to ensure that the transfer of assets into the Treasure Reserve Account has been successfully completed by the financial institution that serves as the Funding Source, Treasure may wait up to five (5) Business Days (as defined herein) after the day the Custodian credits the applicable deposit to the Treasure Reserve Account to generate and place the orders for such purchases. Client further acknowledges and agrees that each deposit or transfer Client makes generally will not be invested in the selected Securities for up to five (5) Business Days and that such uninvested cash will not be subject to financial gains or losses resulting from movement in market prices during that time period. As used herein, "Business Day" means any day on which all banks (or the applicable branch thereof) involved in any transfer of funds are physically open for business during their normal business hours, and specifically excluding any U.S. federal holiday and any day on which any applicable securities exchange is not open during its normal business hours.

10.0 Withdrawals

10.1 Client may withdraw money from the Treasure Reserve Account by initiating a withdrawal request through the Platform at any time.

10.2 Client acknowledges and agrees that, notwithstanding anything to the contrary in any agreement governing the provision of Treasure’s investment advisory services, including this Agreement, Client will not be able to request withdrawals, rollovers, or sales, unless and until Client connects a bank account to the Treasure Reserve Account.

10.3 Client agrees that, by requesting a withdrawal, Client authorizes Treasure to place an order with the Custodian on Client’s behalf to sell the Securities in the Treasure Reserve Account. Client agrees and acknowledges that any withdrawal or transfer from the Treasure Reserve Account, and/or sales of Securities, may not be cancelled following the initiation, authorization, and/or direction of such transaction.

10.4 Treasure will undertake good faith efforts to generate and place the orders for such sales on the Business Day Client requests a withdrawal, but Client acknowledges and agrees that such orders may be placed at any time within five (5) Business Days after Client’s request. Any withdrawal request Client initiates will be sent to the ACH Operator. Client agrees that, by requesting a withdrawal, Client authorizes the ACH Operator to request that the Custodian transfer the proceeds of the applicable sales in the amount Client requests (or less if the money remaining in the Treasure Reserve Account after deducting any Management Fee due is less) to Client’s linked Funding Source. Client acknowledges and agrees that the Custodian will not initiate a transfer of money for a withdrawal or rollover until the Business Day after the last applicable sale for such withdrawal has settled and that it may take up to two (2) to four (4) Business Days after the Custodian initiates a transfer of money for the proceeds of a withdrawal or rollover to arrive at the destination account. Client further acknowledges and agrees that Treasure and the Custodian may require additional information from Client before effecting any withdrawal or rollover request, and that such requested withdrawal or rollover may be subject to delay or cancellation in the event that Client does not timely provide such additional information.

10.5 Client acknowledges that there is a five (5) business day hold on all cash deposits made in the Treasure Reserve Account.

11.0 Term and Termination

11.1 This Agreement shall become effective the date Client signs this Agreement (the “Effective Date”).

11.2 Client agrees that Treasure, its affiliates and/or contractors may suspend the provision of services to Client or delay, limit, restrict, or refuse any transaction for Client at any time for any length of time without prior notice to Client if Treasure believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or to avoid, violating any law or regulation applicable to Treasure or its affiliates or a transaction relating to Treasure’s investment advisory services or the Treasure Reserve Account; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over Treasure or a transaction relating to Treasure’s investment advisory services or the Treasure Reserve Account; (iii) to avoid a material loss to Treasure; (iv) to remediate or otherwise address problems with technology; (v) to remedy interruptions in the access to or operation of any technology that Treasure directly or indirectly uses in connection with the Platform; (vi) to prevent a breach or violation of any term, condition, or other provision of this Agreement; or (vii) to obtain from Client any additional information that Treasure in its reasonable discretion deems necessary for advisory services to be provided to Client pursuant to this Agreement.

11.3 Client may close the Treasure Reserve Account and terminate this Agreement at any time and for any reason by providing Treasure with notice by email at support@treasurefi.com. Treasure may terminate this Agreement and/or the Treasure Reserve Account at any time for any reason by sending Client a notice of termination by email, by mail or other means of notification via the Platform. The termination of the Treasure Reserve Account will occur as follows: (i) if Client terminates either this Agreement or the Customer Agreement, Client will be deemed to have simultaneously terminated the other agreement, unless otherwise agreed to by Treasure or the Custodian, as applicable; (ii) if either Treasure or Client terminates the Treasure Reserve Account, the Custodian will, before closing the Treasure Reserve Account, settle any purchases or sales pending when Treasure sends or receives a request to close the Treasure Reserve Account; and (iii) if either Treasure or Client terminate the Treasure Reserve Account, Treasure and/or the Custodian will, before closing the Treasure Reserve Account, deduct any unpaid fees, including those owed for ancillary services, including paper delivery of documents, transfer of shares, or physical delivery of shares.

11.4 If Treasure requests to close the Treasure Reserve Account, Client hereby authorizes Treasure to instruct the Custodian to sell all shares in the Treasure Reserve Account and any distributions generated by such shares following such request, and to send the cash, less any Management Fees due, to either Client’s address of record or the bank account connected to the Treasure Reserve Account. Notwithstanding the foregoing, if Client explicitly requests that shares be transferred to another custodian or broker-dealer, Treasure will instruct the Custodian to transfer, in accordance with Client’s instructions, the shares remaining after each of the following are paid for with the proceeds of a sale: (i) any withdrawals pending when the termination notice was received or sent by Treasure; (ii) the fees charged for processing the in-kind transfer to another custodian or broker dealer; and (iii) any other fees due. Client hereby acknowledges that, subject to the terms of the Customer Agreement, Client may be required to provide additional instructions to the Custodian in order to obtain Client’s cash or transfer Client’s shares in the event of the termination of the Treasure Reserve Account.

11.5 Upon cancellation or termination of this Agreement, Treasure may immediately deactivate Client’s user account at Treasure (which includes the Treasure Reserve Account) and all related information and/or files in Client’s user account at Treasure and/or bar any further access to such information and/or files and/or the Platform (or part hereof), except as Treasure may otherwise provide from time to time.

11.6 Notwithstanding anything to the contrary in this Agreement, Treasure reserves the right, at any time and without notice, to delay or manage the trading of client orders if Treasure determines it is appropriate and consistent with its obligations under this Agreement, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and/or the rules and regulations promulgated under the Advisers Act.

11.7 Either party hereto shall have the right to immediately terminate this Agreement by written notice to the other party (i) if the other party is declared insolvent or bankrupt by a court of competent jurisdiction, (ii) if a voluntary or involuntary petition in bankruptcy is filed in any court of competent jurisdiction against the other party and such petition is not dismissed within ninety (90) days after filing, (iii) if the other party shall make or execute an assignment of substantially all of its assets for the benefit of creditors, or (iv) substantially all of the assets of such other party are seized or attached and not released within ninety (90) days thereafter.

12.0 Treasure’s Representations

Treasure hereby represents and warrants to Client that: (i) Treasure is legally empowered to enter into and perform this Agreement; (ii) Treasure is appropriately registered as an investment adviser in all jurisdictions in which it is required to be registered; and (iii) no term of this Agreement conflicts with or violates any duty Treasure has under any law, regulation, or agreement.

13.0 Client Representations

Client hereby represents and warrants to Treasure that:

13.1 (i) Client has the requisite legal capacity, authority and power to execute, deliver and perform Client’s obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of Client’s obligations hereunder do not conflict with or violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) the individual officer, manager, partner, agent, representative or nominee (the “Client Representative”) executing this Agreement on behalf of Client has the requisite legal capacity, authority and power to execute, deliver and perform such execution and the obligations under this Agreement as applicable; (v) the Client Representative signing this Agreement on Client’s behalf has been authorized to execute this Agreement by appropriate corporate, limited liability company, member or manager, partnership or similar action; (vi) Client has the power and authority to enter into this Agreement and that the services described herein are authorized under Client’s applicable articles, certificate, charter, operating agreement, partnership agreement, or organizational, delegation or other formation documents or law; (vii) Client will deliver to Treasure evidence of Client’s and Client Representative’s authority on Treasure’s request and will promptly notify Treasure of any change in such authority, including but not limited to an amendment to Client's organizational, delegation or formation documents that changes the information Client provides to Treasure on opening the Treasure Reserve Account; (viii) the Client Representative has the authority to act on behalf of the Treasure Reserve Account, and Treasure is entitled to rely upon and may accept such instructions from the Client Representative, which may be limited due to only one Client Representative having log-in privileges to the Treasure Reserve Account, without any requirement to seek confirmation of instructions from the other Client Representatives.

13.2 If the Client Representative is entering into this Agreement, Client and Client Representative understand and agree that the representations, warranties and agreements made herein are made by Client both: (a) with respect to Client; and (b) with respect to the Client Representative.

13.3 Client is the owner or co-owner of all cash and Securities in the Treasure Reserve Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash or Securities.

13.4 (i) Client acknowledges and agrees that Client is solely responsible for carefully reviewing and understanding all terms and conditions of this Agreement; (ii) Client is responsible for determining whether the investment strategies recommended are in the best interests of Client’s financial needs; (iii) Client understands that neither Treasure nor its affiliates provides legal, accounting, financial planning, estate, actuary, or tax advice; (iv) Client agrees to review the brokerage statements, transaction confirmations and tax reporting forms provided by the Custodian for tax related information; (v) Client will rely upon Client’s own representatives, including Client’s own legal counsel and accountant, as to legal, tax and related matters concerning any investment strategies, any assets in the Treasure Reserve Account or any Treasure Reserve Account transactions and for preparation of any legal, accounting or tax documents; (vi) Client acknowledges and agrees that Client is fully responsible for all acts and omissions relating to the use of the Platform, including deposit and contributions to and withdrawals from the Treasure Reserve Account, by any person who uses the Treasure user account and password(s); and (vii) Client will notify Treasure immediately if Client knows or suspects that the confidentiality of Client’s password has been compromised.

14.0 Non-Exclusive Management

14.1 Client acknowledges and agrees that Treasure may act as an investment adviser to other clients and receive fees for such services. The advice given and the actions taken with respect to such clients may differ from advice given or the timing and nature of action taken with respect to the Treasure Reserve Account. Treasure, its officers, members, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as Treasure recommends for the Treasure Reserve Account.

14.2 Treasure or its affiliated persons may obtain material, nonpublic or other confidential information. Under applicable law, Treasure and its affiliated persons cannot improperly disclose or use this information for their personal benefit or for the benefit of any person, including Treasure’s clients. If Treasure or any affiliated person obtains nonpublic or other confidential information about any issuer, Treasure will have no obligation to disclose the information to Client or use it for Client’s benefit.

15.0 Proxies and Legal Proceedings

15.1 Treasure will not vote proxies on behalf of the Treasure Reserve Account. Additionally, Treasure will not be required to take any action or render any advice with respect to voting of proxies solicited by or with respect to the issuers of securities in which assets of the Treasure Reserve Account may be invested from time to time.

15.2 Treasure will not take any action or render any advice, or otherwise be responsible, with respect to any securities held in or formerly held in the Treasure Reserve Account, which are named in or subject to legal proceedings, including bankruptcies or class action lawsuits.

16.0 Risk Acknowledgement

16.1 Neither Treasure nor any of its affiliates guarantees the future performance of the Treasure Reserve Account or any specific level of performance, the success of any investment recommendation, objective, or expectation described on the Platform, or the success of the overall management of the Treasure Reserve Account through the Platform. Neither Treasure nor any of its affiliates guarantees the success of any given investment decision or strategy that Treasure or its affiliates may recommend or undertake. Client understands that investment recommendations are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Investment performance of any kind can never be predicted or guaranteed and neither Treasure nor any of its affiliates guarantees that Client will avoid financial loss.

16.2 Client acknowledges that the assets in the Treasure Reserve Account are not bank deposits and are not insured by the Federal Deposit Insurance Corporation, nor are they obligations of, or guaranteed by, any bank or by Treasure.

16.3 Client acknowledges and agrees that Client has reviewed the investment risks set forth in Item 8 of the Treasure Disclosure Brochure (the “Disclosure Brochure”), a copy of which may be accessed via the following web page link: https://documents.treasure.tech/adv_part2.pdf.

17.0 Liability and Indemnification

17.1 Subject to federal and state securities laws and Section 17.8 below, Client agrees that Treasure and its officers, members, directors, employees and authorized agents of Treasure and/or its affiliates (the “Indemnified Persons”) shall, absent their gross negligence or willful misconduct not be liable for (i) any loss arising from any action taken or omitted in good faith by Treasure with the degree of care, skill, prudence and diligence that a person acting in a fiduciary capacity would use under the circumstances; (ii) any loss arising from adhering to Client’s written or oral instructions; (iii) any act or failure to act by the Custodian or any other broker, dealer or custodian to which Treasure directs transactions for the Treasure Reserve Account, or by any other third-party, the ACH Operator and other vendors and contractors; (iv) the loss or failure or delay in performance of any obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond Treasure’s reasonable control, including acts of God, earthquakes, fires, floods, wars, terrorism, civil or military disturbances, sabotage, epidemics, pandemics, riots, interruptions, loss or malfunctions of utility, telecommunications, computer software or hardware, transportation or communication service, accidents, labor disputes, acts of civil or military authority, governmental, regulatory authority or securities exchanges actions, the inability to obtain labor, material, equipment, or transportation and a custodian refusing to act on Treasure’s instructions; or (v) any loss that Client may suffer for any reason whatsoever that is outside the Treasure Reserve Account.

17.2 Except where prohibited by applicable law, Treasure and its Indemnified Persons will not be liable for any losses incurred or damages (including, but not limited to, lost opportunities and lost profits) relating to differences between projected or potential performance and actual results or any service provided by the Custodian under the Customer Agreement.

17.3 Without limiting any other indemnity provision of the Agreement, Client shall indemnify and hold harmless Treasure and the Indemnified Persons from any loss, damage, or liability arising out of any transaction in which Treasure acts directly or indirectly as Client’s investment adviser or as Client’s agent, absent any willful or grossly negligent conduct by Treasure or the applicable Indemnified Person.

17.4 Client acknowledge that access to the Platform may be limited or unavailable from time to time, including due to systems maintenance or enhancements, usage demands, software or hardware malfunctions, or occurrences beyond the control of Treasure (including operator errors, market volumes and volatility, power failures, equipment failures, communications failures, natural disasters, terrorist acts, and warfare). Client agrees that Treasure does not warrant or guarantees that the Platform will be available all the time or at any particular time or that access will be continuous or uninterrupted. Client agrees that Treasure shall not be liable for any damages (including losses, lost opportunities, lost profits, and the cost of substitute services) relating to the use of, inability to use, disruptions or interruptions in, the lack of access to, or the operation of, or otherwise arising in connection with, the Platform, or any linked websites. Without limiting the generality of the preceding sentence, Treasure shall not be liable for the transmission of harmful data or code that may impact Client’s equipment, files, or data or anyone else or for the incompatibility of any equipment Client owns or uses with technology used by Treasure. Client agrees that Treasure does not make any warranty of any kind, express or implied, regarding the usability or functionality of the Platform or any other hardware, software, or technology used in connection with the Platform.

17.5 Treasure may enhance, supplement, modify, or remove content on the Platform at any time for any reason without notice to Client, but shall have no duty to update such content. Client acknowledges that there may be inaccuracies or typographical errors in content on the Platform or websites linked to the Platform from time to time and agree that Treasure specifically disclaims all liability for such inaccuracies or errors. Client acknowledges and agrees that the content and opinions on third-party websites linked to the Platform are not necessarily monitored, reviewed, investigated, verified, validated, or endorsed by Treasure. Treasure is not responsible for the accuracy or reliability of any information on the Platform. Client agrees it is Client’s responsibility to evaluate the accuracy, reliability, timeliness, and completeness of content on the Platform. All content, products, and services on the Platform are provided "as is" without any warranty of any kind, express or implied, including warranties of accuracy, fitness for a specific purpose, security, ownership, title, noninfringement, or merchantability.

17.6 Client acknowledges that it is Client’s responsibility to provide correct payment instructions for the Funding Source to the Custodian and the ACH Operator when requested in connection with the Treasure Reserve Account. Client agrees to be bound by the National Automated Clearing House Association operating rules and any applicable local ACH operating rules. Client acknowledges that mismatched, incorrect, or incomplete identifying information regarding the Funding Source or in payment instructions to make a deposit may result in an ACH transfer being rejected, lost, posted to an incorrect account or returned to the bank that serves as the Funding Source without notice to Client. Client agrees that Treasure may request, and the ACH Operator or the Custodian may make, ACH transfers for withdrawals solely by reference to the account number of the recipient. Treasure, the Custodian, and the ACH Operator shall not be obligated by any provision of this Agreement to determine whether there is a discrepancy relating to names or account numbers in transfers between the Treasure Reserve Account and the Funding Source. Client agrees to indemnify and hold Treasure and the other Indemnified Persons harmless from any and all damages resulting from or relating to any mismatched, incorrect, or incomplete identifying information regarding the Funding Source or in payment instructions for an ACH transfer to make a deposit or withdrawal. Client agrees that processing of ACH transfers for deposits or withdrawals may be delayed for five (5) Business Days or longer. If Client believes a transfer has not been properly credited to Client, Client agrees to notify Treasure or the Custodian promptly. Client agrees that money transferred from the Funding Source may not be reflected in a deposit credited to the Treasure Reserve Account or available during delays. Client agrees that Treasure and the Indemnified Persons shall not be liable for ACH transfer processing delays, any act or omission of, including any overdraft or other fee charged by, any financial institution that serves as the Funding Source or for any act or omission of any service provider or vendor of any such financial institution. Any credit resulting from an ACH transfer associated with a deposit is provisional until the Custodian receives payment. Without limiting any other rights of Treasure and the Custodian to delay a withdrawal or deny a request for a withdrawal, Treasure and the Custodian reserve the right to delay or prevent a withdrawal of the proceeds of any deposit pending verification of final payment. If the Custodian does not receive final payment, or if the Treasure Reserve Account has been credited by mistake, Client authorizes Treasure to instruct the Custodian to reverse the credit to the Treasure Reserve Account or Client will otherwise reimburse the Custodian if assets in the Treasure Reserve Account are not sufficient. If a payment funding a deposit does not become final, the originator (which is Client in the case of a deposit originating from the Funding Source) will not be deemed to have been paid the Treasure Reserve Account.

17.7 If Treasure or any of its affiliates is served with levies, attachments, garnishments, summons, subpoenas, court orders, or other legal process which name Client as debtor or otherwise, Treasure shall be entitled to rely upon the representations, warranties, and statements made in such legal process. Client hereby agrees that Treasure may respond to any such legal process in its own discretion without regard to jurisdiction or forward such legal process to the Custodian or such other party as may be appropriate. Client hereby agrees to hold harmless and indemnify Treasure for any losses, expenses, and costs, including attorneys’ fees, incurred as a result of responding to such legal process or forwarding such legal process to the appropriate entity.

17.8 The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that Client may have under those laws.

18.0 Entire Agreement

This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof, including without limitation, any prior investment management agreement, which shall be deemed to have been terminated as of the Effective Date of this Agreement and shall be of no further force or effect.

19.0 Notice

Client acknowledges that the usual way Treasure will provide notice under this Agreement, including notices of new versions of this Agreement when modified, is by posting such notices on the Platform. Client agree to check the Platform frequently. If required by applicable law or if Treasure decides in its sole discretion, Treasure will provide Client with notices by other means, including emails linking to the Platform, other emails, and traditional mail.

20.0 Governing Law

The laws of the State of Delaware, excluding any rule or principle of conflicts of law that may provide otherwise, govern the construction, validity, and administration of this Agreement; provided, however, that nothing in this Agreement will be construed contrary to the Advisers Act.

21.0 Assignment

Client may not assign Client’s rights or obligations under this Agreement without the prior express written consent of Treasure. Treasure shall not assign (within the meaning of the Advisers Act) its rights or obligations under this Agreement without Client’s consent, provided however that Client will be deemed to have consented to an assignment if Client does not object to such assignment within 30 calendar days of being notified through the Platform or by email of any intent of Treasure to assign such rights or obligations. Client further agrees that any reorganization, restructuring, or other transaction affecting the ownership of Treasure will not be deemed to be an assignment (within the meaning of the Advisers Act) of this Agreement, so long as such reorganization, restructuring, or transaction does not result in a change of actual control or management.

22.0 Amendment

Client acknowledges that this Agreement may be amended from time to time in the sole discretion of Treasure and that amended agreements will be posted on the Platform. Client will be notified of amended agreements by postings on the Platform, emails linking to the Platform, other emails, text or push messages, traditional mail or other means of notification via the Website. An amended agreement shall become effective 30 days after notice to Client of such modification. Client agrees to check the Platform on a routine basis for new versions of this Agreement and other agreements relating to Treasure’s investment advisory services. Client agrees that, by keeping the Treasure Reserve Account or using the Platform without objecting in writing within 30 days after Treasure notifies Client of a new version of this Agreement, Client is agreeing to, and accept all terms and conditions of, any amended agreement, including any new or changed terms or conditions.

23.0 Delivery of Disclosure Brochure

‍Client acknowledges receipt of the Disclosure Brochure and applicable brochure supplement, delivered electronically and available via the following web page link: https://documents.treasure.tech/adv_part2.pdf, which contains certain disclosures concerning brokerage practices, risk factors and potential conflicts of interest, all of which may be amended from time to time subject to law. The Disclosure Brochure is also available on the United States Securities and Exchange Commission’s Investment Adviser Public Disclosure page on www.adviserinfo.sec.gov.

24.0 Confidentiality

24.1 The information Client provides to Treasure, including the Client Information, is subject to the terms of Treasure’s Privacy Policy, which is available at [https://www.treasurefi.com/privacy-policy](https://www.treasurefi.com/privacy-policy). By entering into this Agreement, Client acknowledges receipt of the Privacy Policy, which Treasure may amend from time to time by posting new versions on the Platform.

24.2 Except as required by law or requested by regulatory authorities, Treasure agrees to maintain in strict confidence all of Client’s financial information that Client furnishes to Treasure, except for information that Client explicitly agrees to share publicly. Client agrees that Client shall not use investment advice, investment recommendations, or other confidential information Client receives from Treasure for developing a service that competes with the Platform or the services of Treasure or any of its affiliates.

24.3 Client consents to Treasure recording and/or monitoring Client’s customer service telephone calls and electronic communications with representatives and associated persons of Treasure without further notice. Client expressly authorizes Treasure’s representatives or associated persons to contact Client for purposes of evaluating the offering of the advisory services, the Platform, and other products and services by calling, writing, or emailing at the telephone number(s), mailing address, and/or email address(es) Client provides in connection with the Treasure Reserve Account, including any additional or updated telephone numbers, mailing addresses, or email addresses. The authorization in the preceding sentence will remain in effect unless and until Client specifically revokes it by notifying Treasure or associated persons with whom Client is in contact.

25.0 Client Information

25.1 For purposes of this agreement, “Client Information” means all information about Client, which may include, among other things, information about Client’s identity, historical and current levels of idle cash liquidity needs, email address, physical address, location, tax residency, financial assets, or other information which Client supplies through the Platform.

25.2 Client acknowledges and agrees that Treasure relies on the Client Information provided through the Platform to provide the advisory services, including the recommendation of any Investment Strategy. Client further acknowledges and agrees that Treasure shares some or all of the Client Information with the Custodian and that, subject to the terms and conditions of the Customer Agreement, the Custodian relies on the Client Information to perform certain compliance functions including verifying Client’s identity for customer identification purposes and anti-money laundering purposes and confirming that United States firms like Treasure and the Custodian are permitted to provide Client with services under applicable United States economic sanctions against various countries, individuals, and organizations. Client covenants that Client shall abide by all present and future applicable anti-money laundering and anti-terrorist financing laws, regulations and related securities commissions or regulators’ rules and governmental guidance (the “AML Rules”). Client further covenants that Client shall, upon request, provide to Treasure any documents and information that Treasure may request or require to comply with the requirements of the AML Rules.

25.3 Client represents and warrants to Treasure that all Client Information supplied is true, accurate, complete, and current. Without limiting the generality of the preceding sentence, Client represents and warrants that Client is neither insolvent nor has Client been found by a court or regulatory body to be bankrupt or insolvent through a judicial or regulatory proceeding. Client agrees to promptly update any Client Information provided to Treasure that is no longer accurate via the Platform.

25.4 The parties hereto agree and Client hereby represents that the Treasure Reserve Account is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the assets in the Treasure Reserve Account do not constitute “plan assets” within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, as amended by Section 3(42) of ERISA.

26.0 Source of Funds

Client represents, warrants, and covenants that none of the money Client invests, will invest, or use to make a deposit in the Treasure Reserve Account comes from, will come from or will be used to promote the conduct of, any crime or other illegal activity. Client represents that no individual or entity has an interest in the Treasure Reserve Account other than Client or any individual Client has disclosed to Treasure as the joint owner of the Funding Source. Client agrees and acknowledges that there may be no more than one active external Funding Source linked to the Treasure Reserve Account at any time.

27.0 Other Agreements

Client acknowledges receipt of the Terms of Use found at https://www.treasurefi.com/terms, which apply to the Platform and agrees to adhere to the Terms of Use throughout the duration of Client’s engagement with Treasure. Client further acknowledges receipt of the Electronic Signature https://documents.treasure.tech/electronic_signature_agreement.pdf, the Privacy Policy https://www.treasurefi.com/privacy-policy and Treasure’s Investment Disclosures https://www.treasurefi.com/investment-disclosures.

28.0 Consent to Electronic Communications

28.1 Client acknowledges that Treasure serves its clients solely through the Platform and its functionalities, and is accessible to computers with access to the Internet and certain types of portable devices with which the Platform is compatible and email communications sent through the Internet.

28.2 When Client agrees to engage Treasure for the provision of investment advisory services by entering into this Agreement, Client consents to receive any and all advice, documents, information, confirmations, statements, agreements or other communications from Treasure electronically through the Platform, email, or otherwise over the Internet or by similar electronic means. Any such documents that are delivered to Client electronically are deemed to be “in writing.” If Client’s signature, agreement, consent or acknowledgment is required or requested with respect to any such document or otherwise and such signature, agreement, consent or acknowledgment is communicated by a “click” in the appropriate space or such other action as may be indicated, Client shall be deemed to have signed or acknowledged the document to the same extent and with the same effect as if Client had signed the document manually. By entering into this Agreement, Client grants Client’s informed consent to receive electronically any statements, confirmations, prospectuses, proxy and voting materials, disclosures, tax reports, notices, and other documents and/or information, including found money and found money plus notifications, amendments to this Agreement, additional agreements or other communications transmitted to Client in relation to Treasure’s investment advisory services.

28.3 By using email to communicate with Treasure’s employees or agents, Client is agreeing to assume all risks involved with using email. Email may not be secure, and communications through email may not be confidential. For security reasons, Client should not send any confidential information, such as tax identification numbers, bank account numbers, account information and passwords, via email. Client grants Treasure permission to communicate with Client by email to transmit information about Treasure’s products and services. In addition, Treasure assumes no responsibility to update any information communicated through email. Furthermore, even if any of Treasure’s employees or agents has communicated with Client through email recently, such person may not (and Treasure assumes no obligation to), timely see, process, act on or respond to any message from Client through email. Treasure shall not accept instructions to execute or cancel trade orders from Client by email.

28.4 Notwithstanding anything in this Agreement to the contrary, Client may request tax forms or other any communication that Treasure is required by applicable law or regulation to provide on request be provided to Client in paper. Client’s informed consent shall apply to each tax form and other communication that Treasure is required by applicable law or regulation to provide on request to Client in paper unless and until Client revokes it. Client may revoke or limit Client’s informed consent to electronic delivery at any time by sending an email to support@treasurefi.com. Notwithstanding anything in this Agreement to the contrary, Client agrees that if Client (i) revokes or limits Client’s informed consent to electronic delivery or (ii) fails to provide a valid email address to which electronic delivery can be made, Treasure and/or Apex may charge Client reasonable fees (as set forth on Schedule A), separate from and in addition to the Management Fee, for paper delivery and related services. Although Client consents to electronic delivery, Treasure may send paper communications to Client or request that Client send paper communications to Treasure.

29.0 Severability

‍If any provision of this Agreement is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding shall not alter the enforceability or validity of this Agreement’s remaining provisions.

30.0 Interpretation

Headings in this Agreement are descriptive and for convenience only. The headings shall not be construed as altering the scope of the rights and obligations created by terms and conditions set forth in this Agreement. Defined terms shall have their assigned meanings wherever used in this Agreement, regardless of whether used in the singular or the plural. Unless expressly provided otherwise, the word "including," as used in this Agreement, shall be construed as introducing examples of a category without limiting such category and shall therefore be construed as if the word "including" were replaced with the phrase "including but not limited to" or "including without limitation." No provision of any of this Agreement granting any right or authority to Treasure or any of its affiliates or agents shall be deemed to preclude or otherwise to limit or lessen any other right or authority granted Treasure or any of its affiliates or agents under this Agreement unless the preclusion, limitation or lessening is stated expressly. No course of dealing between Client and Treasure, nor any delay by Treasure in exercising any rights or remedies under any this Agreements, shall be deemed to be a waiver of any such rights or remedies. Any such right or remedy may be exercised as often as Treasure may determine in its sole discretion.

31.0 Geographic Scope of Services

31.1 Client acknowledge that Treasure’s investment advisory services are intended for corporate entities domiciled in the United States and that neither Treasure nor its affiliates intends to offer investment advisory services, any securities, or any other products or services outside the United States. Neither Treasure nor any of its affiliates represents or warrants that any aspect of Treasure’s investment advisory services, including information available from the Platform, complies with any law or regulation of any jurisdiction outside the United States. Client represents and warrants that Client is domiciled in the United States and that Client has been lawfully issued by the government of the United States the tax identification number Client provided when applying for any account through Treasure or any of its affiliates, agents or contractors using the account opening functionality on the Platform.

31.2 To be eligible to open a Treasure Reserve Account, Client must have a valid tax identification number and be a corporate entity domiciled in the United States.

32.0 Independent Contractor

Treasure will for all purposes of this Agreement be deemed to be an independent contractor and, except as otherwise expressly provided in this Agreement, will have no authority to act for or to represent the Client or otherwise be deemed an agent of the Client.

33.0 Arbitration

33.1 By entering into this Agreement, Client acknowledges that this Agreement contains a pre dispute arbitration provision.

33.2 Treasure and Client agree as follows:

a) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed;

b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited;

c) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings;

d) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date;

e) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry;

f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court; and

g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.

33.3 This Section 31 should be read in conjunction with the other disclosures in this Agreement. Any and all controversies, disputes or claims between Client and Treasure or its affiliates and their representatives, employees, directors, officers, or control persons, arising out of, in connection with, from, or with respect to (i) any provisions of or the validity of this Agreement or other agreements relating to Treasure’s investment advisory services, (ii) the relationship of the parties hereto, or (iii) any controversy arising out of Treasure's business or the Treasure Reserve Account (collectively, "Claims"), shall be conducted solely by arbitration pursuant to the rules then in effect of the American Arbitration Association.

‍ 33.4 Arbitration must be commenced by service of a written demand for arbitration or a written notice of intention to arbitrate upon the other party. The decision and award of the arbitrator(s) shall be conclusive and binding upon all parties, and any judgment upon any award rendered may be entered in a court having jurisdiction thereof, and neither party shall oppose such entry. Any such arbitration shall be held in San Francisco, California. The parties agree that there shall be no right or authority for any claims to be arbitrated on a class action basis, and Client expressly waive any right to bring a class action lawsuit or arbitration against Treasure or its representatives, employees, directors, officers, or control persons with respect to any Claims.