Article 1 – Parties

Party A (Client):

Name / Company Name:

Tax ID / Personal ID / Business Registration No:

Mailing Address:

Email Address:

Party B (Service Provider):

Name: Caleb Scott

Company Name: PrimeCore Asset Capital llc Ltd.

Address: 370 17th St, Denver, Colorado 80202

Email: SUPPORT@PrimeCore-Capital.com

Article 2 – Preamble and Legal Nature

Whereas Party A intends to generate returns through securities investment and agrees to receive stock recommendations and auxiliary services from Party B;

Whereas Party B possesses experience and reasonable judgment in securities investment;

Based on principles of voluntariness, equality, and good faith, the parties hereby enter into this Agreement after mutual consultation. This Agreement is legally binding and shall be duly observed by both parties.

Article 3 – Scope of Services

3.1 Stock Recommendation Services:

Party B shall provide Party A with stock recommendation advice, including stock ticker symbols, suggested buy timing, and suggested sell timing. Party A shall operate its own account and execute all trades independently. Party B shall not execute trades on behalf of Party A.

3.2 Professional Duty:

Party B shall provide advice based on reasonable professional judgment and due diligence and shall not engage in malicious misguidance, exaggeration, or concealment of facts.

3.3 Risk Disclosure:

Party B may set a target return of 200%, which does not constitute a guarantee. All market risk shall be borne solely by Party A.

3.4 Autonomy of Operation:

Party A retains the right to accept or reject Party B’s suggestions. Party A shall bear all gains or losses resulting from untimely execution or operational delays.

Article 4 – Definition and Settlement of Profits

4.1 Profit Definition:

Profit refers to the net asset increase of Party A’s account during a given settlement period after deducting transaction costs, calculated as:

Profit = Ending Net Asset Value – Prior Period Ending Net Asset Value – Transaction Costs

4.2 Settlement Period:

Profits shall be settled on a monthly or quarterly basis (to be separately agreed by both parties), based on the net increase in Party A’s account value during the period.

4.3 Reconciliation Confirmation:

Party B shall issue a settlement report to Party A within three (3) business days after each settlement period. If no objection is raised by Party A within three (3) days of receipt, the report shall be deemed accepted.

Article 5 – Profit Sharing

Sharing Ratio:

Party A shall pay Party B 7% of the net profit for each settlement period as service compensation, no later than ten (10) business days after profit confirmation.

Article 6 – Tax Responsibilities

6.1 Party A shall be responsible for reporting investment income and paying applicable taxes to the tax authority in accordance with local laws.

6.2 Party B shall cooperate in issuing tax receipts if legally required. Party A shall not be liable for any tax obligations incurred by Party B due to income received.

Article 7 – Term and Termination

7.1 This Agreement shall become effective upon signing by both parties and remain in effect for twelve (12) months. It may be renewed by mutual written agreement upon expiration.

7.2 Profit reconciliation and settlement shall be conducted every three (3) months.

7.3 Either party may terminate this Agreement with at least fifteen (15) days’ written notice to the other party.

Article 8– Risk Disclosure and Disclaimer

8.1 Party A acknowledges the risks associated with investing in securities, including the potential loss of principal and the uncertainty of investment outcomes.

8.2 Unless Party B engages in willful misconduct, gross negligence, or illegal acts, Party B shall not be held legally liable for Party A’s investment results.

8.3 Both parties understand and agree that Party B acts solely as an advisor and is not a registered broker-dealer or account custodian.

Article 9 – Confidentiality

Both parties shall keep confidential all terms of this Agreement, trading advice, account information, and other sensitive content. No disclosures to third parties shall be made without prior written consent, except as required by law.

Article 10 – Force Majeure

Neither party shall be held liable for failure to perform obligations due to events beyond their control, including but not limited to war, earthquake, cyberattack, regulatory changes, or system failures of trading platforms. The parties may negotiate suspension, extension, or adjustment of obligations under such circumstances.

Article 11 – Notices and Communications

The primary communication method shall be email. Any email sent without system rejection shall be deemed delivered. Address changes must be communicated in writing in advance.

Article 12 – Dispute Resolution

Any disputes arising under this Agreement shall first be resolved through good-faith negotiation. If unresolved, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA), New York branch.

Article 13 – Miscellaneous

13.1 This Agreement constitutes the entire understanding between the parties. Any modifications shall be valid only if made in writing and signed by both parties.

13.2 Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

13.3 This Agreement shall be governed by the laws of the State of New York, excluding conflict-of-law principles.

Signatures