Brokerage Profit-Sharing Agreement

Party A intends to pursue returns through securities investment and wishes to receive research, market observations, stock ideas, and auxiliary recommendation support from Party B. The parties enter into this Agreement voluntarily, on equal terms, and in good faith.

Party B may provide stock ticker symbols, research observations, suggested entry timing, suggested exit timing, risk considerations, and related supporting information. Party B may communicate recommendations by email, secure messaging, written report, telephone, or another channel agreed by the parties.

Party A shall maintain sole ownership, custody, and control of Party A’s brokerage account and assets. Party A independently decides whether to accept or reject any recommendation and independently places every order. Party B shall not possess withdrawal authority, custody assets, or execute trades in Party A’s account under this Agreement.

Party B shall use reasonable professional judgment and commercially reasonable care in preparing information. Party B shall not knowingly conceal material information or intentionally provide misleading information. Market information may be incomplete, delayed, or subject to rapid change.

Any target, projection, scenario, historical result, model, or illustrative return discussed by Party B is provided for reference only and does not constitute a promise, guarantee, or assurance of future performance.

Each settlement period shall consist of three consecutive calendar months, beginning on the Effective Date or the first day of the next mutually agreed quarter. The parties may confirm the first shortened period in writing.

“Net Profit” means the positive increase in the net asset value of the designated brokerage account during the settlement period, adjusted for contributions, withdrawals, fees, commissions, financing charges, and transaction costs to the extent such amounts are not already reflected in the account’s reported net asset value.

Before the first settlement period, Party A shall identify the brokerage account used for calculation. Party A shall provide complete statements or other reasonably verifiable records necessary to calculate the beginning value, ending value, contributions, withdrawals, and costs. Sensitive account numbers may be partially redacted, provided the records remain verifiable.

Party B shall prepare or issue a settlement calculation within three business days after receiving the required account records. Party A shall notify Party B of any specific objection within three business days after receipt. If Party A does not object within that period, the calculation shall be deemed accepted, except in the case of manifest error or fraud.

No profit-sharing payment is due for a settlement period in which Net Profit is zero or negative. Any unrecovered negative performance shall be carried forward and must be recovered before a subsequent positive result becomes eligible for a profit-sharing payment, unless the parties expressly agree otherwise in writing.

Party A shall pay Party B a service fee equal to six percent (6%) of the verified Net Profit for each settlement period.

The profit-sharing fee shall be paid no later than ten business days after the settlement calculation is confirmed or deemed accepted. Payment instructions shall be provided by Party B through an authorized communication channel.

The profit-sharing fee applies only to verified Net Profit. It is not calculated on Party A’s contributed principal, unrealized deposits, transfers between Party A’s own accounts, or negative performance.

Each party is responsible for its own taxes, reporting duties, banking charges, and other obligations arising from amounts received under this Agreement. Party A remains responsible for tax reporting relating to Party A’s investment activity.

Party A acknowledges that securities markets involve substantial risk, including volatility, liquidity risk, market disruption, currency risk, regulatory risk, technology failure, and the possible loss of some or all invested capital.

Party A is responsible for evaluating each recommendation, determining suitability, placing orders, monitoring positions, and managing account risk. Party A bears the consequences of delayed execution, rejected orders, price changes, slippage, or a decision not to follow a recommendation.

Under this Agreement, Party B does not act as Party A’s broker-dealer, clearing broker, custodian, trustee, or account holder. Brokerage execution and custody services are provided by the independent financial institution selected by Party A.

To the maximum extent permitted by applicable law, Party B shall not be liable for ordinary market losses, third-party platform failures, inaccurate third-party data, or Party A’s independent trading decisions. Nothing in this Agreement excludes liability that cannot lawfully be excluded, including liability arising from fraud, willful misconduct, or gross negligence where applicable.

This Agreement becomes effective when signed by both parties and remains in effect for twelve months, unless terminated earlier under this Article. The Agreement may be renewed by mutual written consent.

Either party may terminate this Agreement by giving at least fifteen days’ written notice. Termination does not affect rights, payment obligations, confidentiality duties, or dispute provisions accrued before the effective termination date. A final settlement shall be prepared through the termination date.

Each party shall keep confidential the non-public terms of this Agreement, account information, settlement records, trading ideas, research, business information, and other sensitive material received from the other party. Disclosure is permitted with prior written consent, to professional advisers bound by confidentiality, or when required by law or regulatory authority.

Party A represents that the information provided is accurate, that Party A has authority to enter into this Agreement, and that all assets used in connection with the Agreement are derived from lawful sources. Party A shall provide identity, beneficial ownership, source-of-funds, or other compliance information reasonably requested by Party B.

Neither party is liable for delay or non-performance caused by events beyond reasonable control, including natural disaster, war, cyberattack, exchange closure, regulatory change, communications failure, or trading-platform interruption. The parties shall cooperate in good faith to mitigate the effect of the event.

Notices may be delivered by email or another authenticated written channel agreed by the parties. An email not returned as undeliverable is deemed received on the next business day, unless the recipient proves earlier or later actual receipt. Each party shall promptly notify the other of contact-detail changes.

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles. The parties shall first attempt in good faith to resolve any dispute through direct negotiation. Any unresolved controversy or claim arising out of or relating to this Agreement shall be determined by binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. The seat of arbitration shall be New York, New York, unless the parties agree otherwise in writing. Judgment on the award may be entered in any court of competent jurisdiction.

This Agreement constitutes the entire understanding between the parties concerning its subject matter and supersedes prior discussions or communications. An amendment is effective only if recorded in writing and accepted by both parties. Neither party may assign this Agreement without the other party’s prior written consent, except to a lawful successor in connection with a merger or transfer of substantially all relevant business assets.

If a provision is held unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions shall continue in effect. A failure to enforce a provision is not a waiver of future enforcement.

The parties consent to the use of electronic records, electronic signatures, and electronic delivery. A signature created or adopted with the intent to sign shall have the same effect as a handwritten signature to the extent permitted by applicable law. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together form one agreement.