The Investor hereby appoints VeroChain DMCC to manage the Investment Amount for the purpose of generating returns through proprietary trading and global investment strategies. VeroChain hereby accepts such appointment and agrees to exercise its professional judgment in the management of the Investment Amount in accordance with the terms and conditions of this Agreement. The Investor acknowledges and agrees that VeroChain operates as a proprietary trading firm and that the Investor’s participation constitutes an Investment Partnership with VeroChain DMCC.

The Investor has committed the sum of [Investment Amount] for the purpose of this investment. This amount shall be transferred to the designated custodian account of FMP Capital (DIFC), VeroChain’s authorized onboarding and due diligence agent, within ten (10) business days of the execution of this Agreement to enable capital deployment commencing on [Capital Deployment Date], 2026. VeroChain shall provide written confirmation of receipt of the Investment Amount upon successful completion of the onboarding process.

FMP Capital (DIFC) is solely responsible for the onboarding, due diligence, and Know Your Customer (KYC) verification of all Investment Partners prior to the deployment of capital by VeroChain. No capital shall be deployed until FMP Capital (DIFC) has confirmed the satisfactory completion of all compliance requirements.

VeroChain shall manage the Investment Amount with the objective of achieving a priority distribution of 18% (eighteen percent) per annum of the total Investment Amount, distributed on a quarterly basis. This 18% annualized return acts as both the priority distribution and the performance hurdle rate. The investment strategy shall encompass proprietary trading across multiple asset classes, including but not limited to global equities, commodities, foreign exchange, digital assets, and on-chain technology investments, as determined by VeroChain in its sole professional discretion. VeroChain shall provide quarterly reports detailing the performance and composition of the investment portfolio to the Investor.

This Agreement shall be effective as of the Effective Date and shall continue for a non-committal period of twelve (12) months (the “Term”), commencing on the date of execution. There shall be no lock-in period for the Investment Amount. The Investor may request a withdrawal of funds subject to a harvesting period of seven (7) business days to allow for the orderly liquidation of positions. Upon expiration of the Term, either party may elect to renew this Agreement on terms to be mutually agreed upon.

VeroChain shall pay the Investor a priority distribution equivalent to 18% (eighteen percent) per annum of the Investment Amount, distributed on a quarterly basis (equivalent to 4.5% per quarter). These payments shall be made on the first business day of each quarter for the duration of the Term, commencing on the first distribution date following the capital deployment date.

All distributions shall be made to the Investor’s designated receiving account. The Investor may elect to receive quarterly dividends via one or both of the following methods:

• USDT (TRC-20) Wallet Transfer: Dividends may be distributed directly to the Investor’s specified USDT wallet address on the TRON (TRC-20) network. The Investor assumes full responsibility for providing a valid and accurate wallet address.
• Traditional Bank Wire Transfer: Dividends may be distributed via international wire transfer to the Investor’s designated bank account as detailed in Article 6 below.

The Investor may change the preferred distribution method by providing written notice to VeroChain no later than ten (10) business days prior to the next scheduled distribution date.

All quarterly dividend payments and distributions shall be made to the Investor’s designated account(s) as detailed below. The Investor may provide one or both of the following:

VeroChain shall maintain accurate records of all distributions made and shall provide quarterly statements to the Investor. VeroChain shall not be liable for any delays or errors in distribution caused by incorrect wallet addresses, banking institutions, or network congestion.

VeroChain represents and warrants that the Investor’s total Investment Amount is secured and protected by a bank guarantee issued by a reputable financial institution for the full duration of the investment term. This guarantee shall cover the full principal amount of the Investment Amount and shall be maintained throughout the Term of this Agreement. VeroChain shall provide a copy of the bank guarantee to the Investor within ten (10) business days of the execution of this Agreement.

VeroChain represents and warrants that:

• It is a duly licensed entity under the laws of the Dubai Multi Commodities Centre (DMCC) and is authorized to conduct proprietary trading and investment management activities;
• It has the necessary expertise, experience, and resources to perform its obligations under this Agreement;
• It shall comply with all applicable laws and regulations of the DMCC and the United Arab Emirates;
• It shall maintain appropriate insurance coverage and professional indemnity insurance for the duration of this Agreement;
• All information provided to the Investor is accurate and complete.

The Investor represents and warrants that:

• The Investor is of legal age and has the legal capacity to enter into this Agreement;
• The Investment Amount is the Investor’s own funds and is not subject to any liens or encumbrances;
• The Investor has obtained all necessary approvals and consents required to enter into this Agreement;
• The Investor has completed all onboarding, due diligence, and KYC requirements as administered by FMP Capital (DIFC);
• The Investor understands and accepts the nature of proprietary trading and acknowledges the Investment Partner relationship with VeroChain DMCC.

Both parties agree to maintain the confidentiality of all information related to this Agreement and the investment, including but not limited to the investment strategy, performance data, and financial information, except where disclosure is required by law or court order. This obligation shall survive the termination of this Agreement for a period of three (3) years.

This Agreement shall be governed by and construed in accordance with the laws of the Dubai Multi Commodities Centre (DMCC) and the United Arab Emirates. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the rules of the DIFC-LCIA Arbitration Centre, with the seat of arbitration in Dubai, UAE.

This Agreement may be terminated by either party upon thirty (30) days’ written notice to the other party. Upon termination, VeroChain shall return the Investment Amount to the Investor within fifteen (15) business days, along with any accrued but unpaid dividends. All distributions shall be transferred to the Investor’s designated account within five (5) business days of termination.

VeroChain shall not charge any fixed management fees. VeroChain’s compensation shall be strictly limited to a performance fee, which shall be calculated solely on the trading profits generated above the 18% annualized priority distribution hurdle. The 18% per annum priority distribution to the Investor is net of all operational costs, and VeroChain shall retain any excess returns generated above this hurdle rate as its performance fee.

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings, or representations relating to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

All notices required under this Agreement shall be in writing and delivered personally, by courier, or by registered mail to the addresses of the parties as set forth herein or as otherwise notified in writing by either party.

The Investor acknowledges that all onboarding, due diligence, and Know Your Customer (KYC) procedures are conducted exclusively by FMP Capital (DIFC), VeroChain’s designated compliance and onboarding agent. The Investor agrees to provide all documentation and information reasonably requested by FMP Capital (DIFC) for the purposes of regulatory compliance, including but not limited to proof of identity, proof of address, source of funds documentation, and any additional information required under applicable anti-money laundering (AML) regulations. VeroChain reserves the right to decline or terminate this Agreement if the Investor fails to satisfy the compliance requirements as determined by FMP Capital (DIFC).

Disclaimer: This document is confidential and intended solely for the use of the parties named herein. VeroChain DMCC is a proprietary trading firm licensed under the Dubai Multi Commodities Centre (DMCC). This Agreement does not constitute an offer of securities or a solicitation of investment in any jurisdiction where such offer or solicitation would be unlawful. Past performance is not indicative of future results. All investments carry risk, and the guaranteed return described herein is subject to the terms and conditions of this Agreement. The Investor should seek independent legal and financial advice before entering into this Agreement.