Engagement Letter

Establish processes and infrastructure required to support a scalable, system-driven accounting function.

Revenue Infrastructure

• Modernize revenue recognition architecture consistent with ASC 606, including documented policy memos
• Establish revenue architecture supporting enterprise contracts and B2C subscription channels
• Implement a scalable revenue system that can support multi-channel revenue streams and billing models
• Migrate active enterprise contracts and consumer subscriptions into the revenue system
• Implement automated invoicing with system-generated revenue waterfalls and billings forecasts

Technical Accounting Frameworks

• Establish GAAP accounting frameworks for equity, stock-based compensation, and capitalized costs
• Implement policies and schedules for commissions, software capitalization, prepaids, and fixed assets
• Align accounting treatment across key technical areas with applicable GAAP standards

Finance Systems Architecture

• Review current financial systems and lead ERP cutover from QuickBooks Online to a modern cloud accounting platform (Rillet or Campfire) appropriate for Gamma's scale and audit-readiness posture
• Review and implement integrations across financial systems with standardized accounting data mappings
• Support migration to a modern payroll platform and integrate payroll accounting workflows

Financial Data Structure

• Rationalize chart of accounts including department-level reporting structure
• Design product and services master data with cleaned SKU taxonomy and revenue mapping
• Establish accounting data structure to support product-level P&L reporting

Close & Reporting Framework

• Design structured month-end close procedures and workflow
• Establish balance sheet reconciliation framework and supporting schedules
• Develop financial reporting structure for management and investor reporting

Note: The modernization phase focuses on establishing the accounting infrastructure required to support an ongoing close environment and does not include remediation of historical accounting records unless otherwise agreed.

Following completion of the modernization phase, Crede will manage the end-to-end monthly close and financial reporting cycle under a structured close framework.

Close & Financial Reporting

• Operate the monthly close process under a structured close framework
• Prepare and maintain balance sheet reconciliations and supporting schedules
• Prepare monthly financial statements and management reporting package
• Prepare close analytics including balance sheet and P&L variance analysis
• Deliver monthly financial close within five to seven (5–7) business days of period end
• Prepare forecast-to-actuals review as part of the monthly reporting package
• Maintain audit-ready workpapers and supporting schedules on a monthly and quarterly basis
• Provide a weekly standing cadence with the Client, and ad hoc support as needed

Accounting Operations

• Manage revenue accounting workflows including contract setup and revenue schedules
• Manage operational accounting workflows including AP, expenses, cost of revenue, and accruals
• Monitor and maintain integrations across core financial systems (billing, expenses, payments, payroll)

Unless otherwise agreed in writing, the following services are not included in the scope of this engagement:

• Audit services or financial statement assurance
• Tax compliance or tax advisory services
• Financial modeling or forecasting
• Investor diligence preparation
• M&A or financing transaction support
• Extensive ad hoc financial analysis

Such services may be provided under a separate advisory engagement or, for discrete ad hoc work, billed at $275 per hour upon written authorization from Client.

Client acknowledges that management retains full responsibility for:

• the accuracy and completeness of the company's financial statements and accounting records
• the design and effectiveness of internal controls
• the selection and application of accounting policies
• all management decisions and judgments related to financial reporting.

Crede's services support Client's accounting operations but do not relieve management of its responsibilities. Services performed under this engagement do not constitute an audit, review, or compilation under applicable professional standards.

Crede's services will be performed based on information and data provided by Client. Crede is not responsible for errors or omissions resulting from inaccurate, incomplete, or untimely information supplied by Client.

In connection with the services, Crede may assist Client with the configuration, implementation, or integration of third-party software platforms, including accounting, revenue recognition, billing, payroll, or expense management systems. Client acknowledges that such systems are operated by independent third-party providers. Crede does not control the functionality, availability, or performance of such systems and does not warrant the accuracy or reliability of outputs generated by third-party software. Client is responsible for maintaining its own licenses and agreements with such software providers.

Client may engage independent auditors or other advisors. Crede will reasonably cooperate with such parties regarding services performed under this engagement. Requests requiring substantial additional time or analysis beyond normal cooperation may be treated as additional services.

Crede's services are intended solely for the benefit of Client. No third party, including investors, lenders, or potential acquirers, may rely on Crede's work without Crede's prior written consent. Crede assumes no duty or liability to any third party.

Client may pursue financing transactions or strategic transactions. Crede may reasonably cooperate with such activities; however, services related to financing activities, investor diligence, or acquisitions are not included within this engagement and may be addressed through a separate advisory scope.

Services materially outside the scope of this engagement may be addressed through a mutually agreed change order or separate advisory engagement.

Crede's services are structured around a recurring monthly accounting close and reporting cycle. Requests requiring substantial additional time or analysis outside this cadence may be addressed through a separate advisory scope.

Crede's fees do not include reasonable out-of-pocket expenses incurred in the performance of the services, including travel, lodging, and any third-party software, tools, or vendor fees purchased on Client's behalf with prior written authorization. Such expenses will be passed through at cost and itemized on Crede's monthly invoice. Subscription and license fees for ERP, billing, payroll, expense management, and other third-party platforms (including Rillet, Campfire, or comparable systems) are billed directly to Client by the vendor and are not included in Crede's fees.

Each party shall hold the other party's Confidential Information in strict confidence and use it solely for purposes of performing under this engagement. "Confidential Information" includes non-public financial, operational, customer, employee, and technical information disclosed by one party to the other, in any form. The obligations of confidentiality shall survive termination of this engagement for a period of three (3) years. Confidential Information does not include information that is publicly available, independently developed without reference to the other party's information, or required to be disclosed by law or legal process.

Deliverables prepared by Crede specifically for Client under this engagement (including reconciliations, schedules, policy memos, and financial reports) become the property of Client upon payment of the applicable fees. Crede retains ownership of all underlying methodologies, templates, frameworks, know-how, and pre-existing intellectual property used in the performance of the services and may continue to use such materials in connection with engagements for other clients. Crede grants Client a non-exclusive, perpetual, royalty-free license to use such underlying materials solely to the extent embedded in the deliverables.

Crede is an independent contractor. Nothing in this engagement creates an employment, partnership, joint venture, or agency relationship between the parties. Crede personnel are not employees of Client and shall not be entitled to any Client employee benefits. Crede retains sole control over the means and methods of performing the services.

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this engagement. This indemnity is subject to the Limitation of Liability set forth below.

The parties shall first attempt in good faith to resolve any dispute arising out of this engagement through direct negotiation between senior representatives of each party. Any dispute not resolved within thirty (30) days shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and each party consents to personal jurisdiction and venue therein.

To the fullest extent permitted by law, the total aggregate liability of Crede arising out of this engagement shall not exceed the total fees paid by Client during the twelve (12) months preceding the event giving rise to the claim. Crede shall not be liable for indirect, incidental, consequential, or punitive damages, including loss of profits or business interruption.

This engagement shall be governed by the laws of the State of California.