November 27, 2023 TIRIOS PROPCO SERIES LLC Wilmington DE 19801 Attention: Sachin Latawa, Founder & CEO

Re:

Secondary Market Transactions Engagement Letter (this “Letter Agreement”)

1.

Engagement. The Issuer hereby seeks to engage ▇▇▇▇▇▇▇ to act as its representative/agent for the proposed private transactions (each individually, a “Transaction” and collectively, the “Transactions”) of secondary sales of your securities (the “Securities”) on the PPEX ATS operated by North Capital Private Securities (“NCPS”), and we accept this engagement upon the terms and conditions set forth in this Letter Agreement.

During the term of our engagement, we will, as appropriate to the Transactions:

·

consult with you and NCPS in planning and implementing the flow of Transactions;

·

assist you in preparing any transaction materials (the “Transaction Materials”) we mutually agree are beneficial or necessary to the consummation of a Transaction, including, but not limited to, new account set up materials, customer agreements and other such disclosure documents regarding the Issuer and the Securities;

·

act as agent on your customers’ behalf in order to assist in the execution of the Transactions on the PPEX ATS and facilitate the settlement of such Transactions;

·

review and approve each Transaction; and

·

assist counterparties to the Transactions with execution of secondary market trades in the Securities.

2.

·

·

a commission of two percent (2%) of the gross proceeds (1% from the buyer and 1% from the seller involved in a Transaction) received related to sales of the Securities payable monthly as billed by ▇▇▇▇▇▇▇ to a commission account that will be established by ▇▇▇▇▇▇▇ at the designated paying agent used by the Issuer or directly by ACH or wire transfer of immediately available funds after each Transaction closing that will be initiated by the Issuer in agreement with ▇▇▇▇▇▇▇. For avoidance of doubt, the fee shall not be payable in the event a closing of a Transaction does not occur.

3.

4.

(a)

the Securities will be sold in compliance with the requirements for exemptions from registration or qualification of, and otherwise in accordance with, all federal and state securities laws and regulations;

(b)

you are duly organized and validly existing under the laws of your jurisdiction of formation and have the requisite power and authority to conduct business as will be described in the Transaction Materials;

(c)

the execution and delivery of this Letter Agreement, and the performance of services and satisfaction of obligations hereunder, shall not constitute or give rise to (i) a violation of any obligations of you under your constituent documents, or (ii) a violation or breach by you or any of your employees, directors, officers, constituent partners, managers, members, or affiliate of such (collectively, “Related Persons”) of applicable law, any applicable contract, or any rule of a self-regulatory agency or any court order or judgment;

(d)

there is no current, pending or, to the best of your knowledge, threatened action, suit or proceeding before or by any court or other governmental body to which you or any Related Persons is (or might become) a party, or to which any of its assets are (or might be) subject, that could reasonably be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of you;

(e)

you agree to be responsible for the accuracy and completeness of any Transaction Materials prepared by you to the extent of federal securities laws applicable to a Transaction or the Transactions (other than projections and other forward-looking information with respect to and information of a general economic or industry nature). You agree to notify Dalmore promptly of any material adverse changes, or development that may reasonably be expected to lead to any material adverse change, in your business, properties, operations, financial condition or prospects and concerning any statement contained in any Transaction Material, or in any other information provided to us by you, which is or becomes not accurate or which is or becomes incomplete or misleading in any material respect;

(f)

you will undertake commercially reasonable efforts to make available to us such documents and other information which we reasonably deem appropriate and will provide us with access to your officers, directors, employees, accountants, counsel and other representatives on a need-to-know basis; it being understood that (i) we will rely solely upon such information supplied by you and your representatives without assuming any responsibility for independent investigation or verification thereof and (ii) we shall use all information received by us in connection with the Transactions contemplated by this Letter Agreement solely for the purposes of providing the services that are the subject of this Letter Agreement and shall treat confidentially all such information;

(g)

you will work to ensure a flow of funds memorandum related to the Transactions; and

(h)

upon the successful closing of a Transaction, you will assist in ensuring the proper registration/re- registration of the Securities via your transfer agent.

5.

(a)

In conjunction with NPCS, we will work to ensure that the Securities will be sold in compliance with the requirements for exemptions from registration or qualification of, and otherwise in accordance with, all federal and state securities laws and regulations;

(b)

Dalmore is duly organized and validly existing under the laws of its jurisdiction of formation and have the requisite power and authority to conduct business as described in the Transaction Materials;

(c)

the execution and delivery of this Letter Agreement, and the performance of services and satisfaction of obligations hereunder, shall not constitute or give rise to (i) a violation of any obligations of Dalmore under its constituent documents, or (ii) a violation or breach by Dalmore or any of its employees, directors, officers, constituent partners, managers, members, or affiliate of such (collectively, “Dalmore Related Persons”) of applicable law, any applicable contract, or any rule of a self- regulatory agency or any court order or judgment;

(d)

there is no current, pending or, to the best of ▇▇▇▇▇▇▇’s knowledge, threatened action, suit or proceeding before or by any court or other governmental body to which Dalmore or any Dalmore Related Persons is (or might become) a party, or to which any of its assets are (or might be) subject, that could reasonably be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of Dalmore;

(e)

▇▇▇▇▇▇▇ agrees to be responsible for the accuracy and completeness of any information provided by ▇▇▇▇▇▇▇ to you for inclusion in the Transaction Materials to the extent of federal securities laws applicable to a Transaction or the Transactions, and agrees to notify you promptly of any material adverse changes, or development that may reasonably be expected to lead to any material adverse change, in your business, concerning any other information provided to you, which is not accurate or which is incomplete or misleading in any material respect.

6.

Other Matters Relating to Our Engagement. You acknowledge that you have retained us solely to provide the services to you as set forth in this Letter Agreement. In rendering such services, we will act as an independent contractor. You acknowledge and agree that: (i) the primary role of ▇▇▇▇▇▇▇, as agent, is in an arms-length commercial transaction between you and Dalmore and Dalmore has financial and other interests that may differ from your interests (ii) Dalmore is not acting as a financial advisor or fiduciary to you or any other person or entity and has not assumed any advisory or fiduciary responsibility to you with respect to the Transactions contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether ▇▇▇▇▇▇▇ has provided other services or is currently providing other services to you on other matters) (iii) the only obligations Dalmore has to you with respect to the Transactions contemplated hereby expressly are set forth in this Letter Agreement and (iv) you have consulted your own legal, accounting, tax, financial and other advisors, as applicable, to the extent you deem appropriate in connection with the Transactions contemplated herein.

7.

Termination. Either party may terminate its engagement under this Letter Agreement, with or without cause, upon thirty days’ written notice to the other party. The fee, indemnity, contribution and exculpation, your representations, warranties and agreements, and miscellaneous provisions of this agreement (including Annex A) will survive any termination of this Letter Agreement.

8.

Confidentiality.

(a)

While performing hereunder this Letter Agreement, each of Dalmore and you (each, a “Party”) will be exposed to information about each other Party (“Disclosing Party”) or its affiliates or their business, which information is not known publicly (“Confidential Information”, as defined more specifically below). The Party being exposed to the information (including those to whom such Party discloses such information on a need-to-know basis in connection with a Party’s rights or obligations hereunder, “Recipient”) shall not disclose or use Confidential Information for any reason other than to further the specific activities permitted by this Agreement, in connection with the engagement or as required by applicable law, rule or regulation.

(b)

As used herein, “Confidential Information” refers to matters relating to the Disclosing Party’s or its affiliates’ operations, performance, internal procedures, operations and finances, including, but not limited, to current, future and proposed products and product prototypes and samples, methodologies, technology, manufacturing techniques, trade secrets, financial and customer information, information from, by or about entities seeking to become, or have become, issuers, accredited investor information and documentation, procurement requirements, sales, merchandising and marketing plans, whether tangible or intangible, printed or electronic, disclosed directly or indirectly through one or more intermediaries, in writing, orally or by inspection of tangible objects, and all notes and derivative works based on or reflecting any such information or materials. “Confidential Information” also includes confidential or proprietary information of third parties that the Disclosing Party may disclose to the other Party.

(c)

“Confidential Information” shall not include any information that: (a) is at the time of disclosure, or subsequently thereafter becomes, publicly known otherwise than by an act or omission of the Recipient in breach of this Agreement or of any other party in breach of any other obligation of confidentiality owing to Disclosing Party; (b) is already in the Recipient’s possession without any obligation of confidentiality at the time of disclosure, as shown by the Recipient’s written records in existence before the date of disclosure; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information, as shown by the Recipient’s written records in existence before the date of disclosure; or (d) the Recipient is required by any law, rule or regulation, legal process or by any judicial, regulatory or governmental order or request or as otherwise requested by any governmental agency, regulatory authority (including, any self-regulatory organization claiming to have jurisdiction), so long as the Recipient agrees, to the extent practicable and legally permitted (provided that no such notice shall be required for routine regulatory examinations and audits, including self-regulatory examinations), to promptly notify the Disclosing Party upon receipt of such request , provide the Disclosing Party the opportunity to respond thereto.

(d)

Recipient shall be responsible to Disclosing Party for any acts or omissions of those to whom it discloses Confidential Information that would have breached this Agreement as if such act or omission had been by Recipient.

(e)

If the Parties previously entered into a non-disclosure agreement (“NDA”), which remains in effect as of the Effective Date then in the event of a conflict between such NDA and this Agreement, the terms of this Agreement will prevail.

(f)

No Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Letter Agreement or the terms hereof or otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of that Party.

(g)

Each Party agrees to promptly notify the other concerning any material communications from or with any governmental, regulatory, judicial or law enforcement authority or self-regulatory organization with respect to this Agreement or the performance of its obligations hereunder, unless such notification is prohibited by the applicable governmental, regulatory, judicial or law enforcement authority or self-regulatory organization.

9.

Privacy.

(a)

Each Party agrees any non-public personal information (as defined in Regulation S-P) disclosed to it in connection with this Agreement is being disclosed for the specific purpose of permitting such Party to perform such Party’s obligations and the services set forth in this Letter Agreement. Each Party agrees that, with respect to such information, it will comply with Regulation S-P, the ▇▇▇▇▇- ▇▇▇▇▇-▇▇▇▇▇▇ Act (15 U.S.C § 6081 et seq.) and all other applicable U.S. privacy laws and it will not disclose any non-public personal information received in connection with this Letter Agreement to any other party (except to the other Party), except to the extent required to carry out this Letter Agreement or as otherwise permitted or required by law, rule or regulation. Each Party shall comply with all other privacy laws outside of the U.S. applicable to such Party or such Party’s activities in connection with this Letter Agreement.

(b)

Each Party shall: (i) if applicable to such Party, comply with all applicable requirements of the CCPA (as defined below), when collecting, using, retaining or disclosing personal information; (ii) limit personal information collection, use, retention and disclosure to activities reasonably necessary and proportionate to the performance of this Letter Agreement or other compatible operational purpose; (iii) only collect, use, retain or disclose personal information collected in connection with this Letter Agreement; (iv) not collect, use, retain, disclose, sell or otherwise make personal information available for such Party’s own commercial purposes or in a way that does not comply with the CCPA, if applicable to such Party; (v) promptly comply with the other Party’s request or instruction requiring such Party to provide, amend, transfer or delete the personal information, or to stop, mitigate, or remedy any unauthorized processing; (vi) reasonably cooperate and assist the other Party in meeting any compliance obligations and responding to related inquiries, including responding to verifiable consumer requests, taking into account the nature of such Party’s processing and the information available to such Party; and (vii) notify the other Party immediately if it receives any complaint, notice or communication that directly or indirectly relates to either Party’s compliance. For purposes of this Letter Agreement, “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General.

10.

Miscellaneous. This Letter Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Letter Agreement or the negotiation, execution or performance of this Letter Agreement, will be governed by and construed in accordance with the laws of the State of New York. ALL PARTIES TO THIS LETTER 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. Arbitration awards may not be final or binding; a Party’s ability to have a court reverse or modify an arbitration award is very limited. The ability of the Parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. 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. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. 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. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Letter Agreement. The Parties agree that all controversies that may arise among the Parties, their respective affiliates, and their respective officers, directors, employees, agents or representatives concerning the Transactions or the construction, performance, or breach of this or any other agreement between the Parties pertaining to securities and other property, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration. The award of the arbitrators, or the majority of them, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. This Letter Agreement embodies the entire agreement and understanding between you and us and supersedes all prior agreements and understandings relating to the subject matter of this Letter Agreement. This Letter Agreement may be executed in any number of counterparts. The invalidity or unenforceability of any provision of this Letter Agreement will not affect the validity or enforceability of any other provisions of this Letter Agreement, which will remain in full force and effect. You and us will endeavor in good faith negotiations to replace any invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. This Letter Agreement is solely for the benefit of the you and us, and no other person (other than the Indemnified Persons set forth in Annex A hereto) will acquire or have any rights by virtue of this Letter Agreement.

By

▇▇▇▇ ▇▇▇▇▇▇

Chairman

By

▇▇▇▇▇▇ ▇▇▇▇▇▇

Founder & CEO

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