Own a Scalable Origination Platform Built Around Your Financial Capacity

1. Parties

This Exclusive Deal Origination Platform Venture Agreement ("Agreement") is entered into between the Client identified in the electronic execution section below ("Client") and Financely.

For purposes of this Agreement, "Financely" means the entity, affiliate, operating company, special-purpose vehicle, nominee or other member of the Financely business group identified on the applicable invoice, payment instruction, countersignature, transaction record or other written acceptance issued for this engagement, together with its permitted successors and assigns.

The parties agree that the Financely contracting entity is sufficiently identified where the relevant invoice, payment record or countersignature identifies the Financely entity or affiliate receiving or administering the engagement.

2. Effective Date

This Agreement becomes binding when the Client electronically signs it and Financely accepts the engagement by countersignature, acceptance email, invoice acceptance, receipt of the initial commitment or other written confirmation.

3. Purpose

The parties intend to establish, operate and scale a dedicated commercial deal-origination platform through which Financely will originate, acquire, qualify, filter and route commercial opportunities aligned with the Client's agreed mandate.

The Client will independently underwrite, price, document and close the transactions it elects to pursue.

The arrangement is intended to create a scalable commercial asset, not merely a lead-generation subscription and not membership in a general Financely lender or provider network.

4. Definitions

For this Agreement:

• Platform means the dedicated websites, landing pages, forms, applicant funnels, content, CRM workflows, qualification systems, transaction-routing systems, technology, data structures and related infrastructure developed specifically for the engagement.
• Platform Venture means the contractual commercial venture established under this Agreement.
• Platform Deal Flow means applications, enquiries, Applicant relationships and transaction opportunities generated specifically through the Platform or through origination activities operated for the Platform.
• Applicant means a person or entity seeking a financial service or transaction solution through the Platform.
• Deal Summary means the preliminary transaction summary prepared from information supplied by an Applicant or otherwise collected through the Platform.
• Platform Revenue means fees, premiums, commissions, participation income, advisory fees, success fees or other commercial revenue attributable to Platform Deal Flow.
• Platform Costs means commercially reasonable expenses of developing, operating, maintaining, marketing, supporting and scaling the Platform.
• Direct Transaction Costs means transaction-level legal, banking, compliance, collateral, professional, funding, documentation or other third-party costs directly attributable to a specific transaction.

5. Ownership

The Client shall hold a seventy-five percent (75%) economic interest in the Platform Venture and Financely shall hold a twenty-five percent (25%) economic interest.

These percentages apply to the economic value of the Platform Venture, subject to this Agreement.

6. Future Platform Company

The parties may later incorporate a dedicated company or special-purpose vehicle to own or operate the Platform ("PlatformCo").

Unless otherwise agreed in writing, the parties shall cause the equity ownership of PlatformCo to reflect the same seventy-five percent (75%) Client and twenty-five percent (25%) Financely ownership.

7. Client Ownership and Control of Deal Flow

Platform Deal Flow generated specifically for the Client's Platform shall be commercially dedicated to the Client.

Subject to Financely's economic interest in the Platform Venture, the Client shall own and control the commercial Applicant relationships and Platform Deal Flow generated for the Platform.

Financely shall not knowingly redirect or resell such dedicated Platform Deal Flow to an unrelated third-party provider while the opportunity remains within the Client's mandate and the Client is actively reviewing or pursuing it.

Financely may retain and use anonymized and aggregated operational data, performance statistics and general know-how that do not identify the Client's Applicants or confidential transaction information.

8. Initial Commitment

The Client shall provide an initial commitment of USD 100,000.

The initial commitment funds the establishment of the Platform and the first twelve (12) months of agreed Platform and origination costs.

The initial commitment may be deployed toward:

• Platform development;
• website and funnel infrastructure;
• applicant acquisition;
• content and positioning;
• search acquisition;
• data and technology;
• CRM infrastructure;
• qualification processes;
• transaction-routing systems;
• hosting;
• automation;
• distribution;
• platform maintenance;
• ongoing optimization; and
• other commercially reasonable Platform Costs.

9. Initial Operating Period

The initial operating period shall be twelve (12) months beginning when Financely confirms receipt of cleared funds and commences Platform development.

Expiration of the initial operating period does not automatically extinguish either party's ownership interest in the Platform Venture.

10. Financely Responsibilities

Financely shall use commercially reasonable efforts to:

1. design and establish the Platform;
2. operate applicant origination;
3. manage commercial acquisition channels;
4. operate applicant intake;
5. conduct preliminary qualification;
6. filter opportunities according to the agreed mandate;
7. prepare Deal Summaries;
8. route Deal Summaries to the Client;
9. introduce Applicants approved for direct engagement;
10. monitor acquisition and qualification performance;
11. incorporate underwriting feedback into filtering;
12. maintain reasonable Platform infrastructure; and
13. manage agreed reinvestment and scaling initiatives.

11. Client Responsibilities

The Client shall:

1. provide accurate information regarding its financial capacity;
2. provide reasonable verification of that capacity;
3. define its transaction mandate;
4. promptly advise Financely of material mandate changes;
5. review Deal Summaries in commercially reasonable timeframes;
6. independently determine whether to pursue each transaction;
7. conduct full underwriting;
8. conduct applicable KYC, AML and sanctions review;
9. determine pricing and commercial terms;
10. ensure it has any licenses or permissions legally required;
11. contract directly with Applicants where appropriate;
12. prepare or approve closing documentation; and
13. assume responsibility for its own transaction decisions.

12. Deal Summary Process

Financely shall generally provide a Deal Summary before making a direct introduction.

A Deal Summary may include:

• Applicant identity;
• commercial background;
• transaction purpose;
• transaction size;
• requested financial service;
• geography;
• stated lender, seller or counterparty requirement;
• timing;
• available supporting information; and
• other facts relevant to the mandate.

Deal Summaries are preliminary. They do not constitute final verification, credit approval, underwriting, legal advice or a representation that the Applicant should be approved.

13. Direct Applicant Engagement

Once the Client confirms interest, Financely may introduce the Client directly to the Applicant.

Following introduction, the Client may communicate directly with the Applicant and manage underwriting, pricing, documentation and closing.

14. Underwriting Authority

The Client retains exclusive authority over:

• credit decisions;
• risk acceptance;
• financial analysis;
• collateral assessment;
• pricing;
• fees;
• premiums;
• conditions precedent;
• transaction documentation;
• closing; and
• post-closing servicing.

The Client is not obligated to approve any transaction.

15. Platform Revenue

Revenue derived from Platform Deal Flow shall be treated as Platform Revenue.

Before distributable profit is determined, the Platform Venture may deduct:

• Direct Transaction Costs;
• Platform Costs;
• taxes;
• reasonable working-capital reserves;
• agreed reinvestment; and
• other legitimate venture expenses.

Net distributable economic profit shall then be allocated:

• 75% to the Client;
• 25% to Financely.

16. Reinvestment

The parties acknowledge that a principal objective of the Platform Venture is to create and scale a recurring origination asset.

A commercially reasonable portion of Platform cash flow may be retained and reinvested into:

• applicant acquisition;
• marketing;
• content;
• search visibility;
• automation;
• technology;
• data;
• new markets;
• additional mandates; and
• other growth initiatives.

Material expenditure outside the agreed operating plan requires approval by both parties.

17. Governance

Financely shall control day-to-day origination operations within the approved mandate and operating budget.

The Client shall control all underwriting and transaction approval decisions.

The following matters require agreement of both parties:

• changing the 75% / 25% ownership structure;
• issuing new Platform equity;
• selling substantially all Platform assets;
• materially changing the Platform's principal business;
• transferring dedicated Platform Deal Flow outside the venture;
• material borrowing outside the approved operating plan;
• sale of material Platform intellectual property;
• liquidation of PlatformCo; and
• material related-party transactions.

18. Intellectual Property

Each party retains all intellectual property, systems, technology, methods, templates, data, know-how, processes and brands owned or developed independently of this engagement ("Background IP").

Financely retains ownership of its general origination methodology, commercial systems, templates, processes and reusable technology.

Platform-specific assets created specifically for and funded by the Platform Venture shall be treated as Platform Venture assets, subject to third-party licenses and any Financely Background IP incorporated into them.

19. Applicant Data

The Client shall have commercial control of Applicant relationships originated through the Platform, subject to applicable privacy and data-protection law.

Nothing in this Agreement purports to create legal ownership of personal data where applicable law does not recognize such ownership.

Each party shall process Applicant data only for legitimate Platform and transaction purposes.

20. Non-Diversion

Financely shall not knowingly divert dedicated Platform opportunities to an unrelated third-party provider for the purpose of depriving the Client of the commercial benefit of its Platform.

The Client shall not intentionally remove Platform-generated transactions from the Platform Venture, route them through an affiliate, nominee or third party, or otherwise restructure a transaction for the principal purpose of defeating Financely's 25% economic interest.

21. Non-Circumvention

During active Platform operations and for twenty-four (24) months afterward, neither party shall knowingly circumvent the other in relation to identifiable Applicants or opportunities originated through the Platform Venture.

This restriction does not apply to independently sourced relationships demonstrably existing outside the Platform.

22. Confidentiality

Each party shall protect non-public commercial, financial, technical, banking, underwriting, Applicant and transaction information received through the engagement.

Confidential information may be disclosed where reasonably required to:

• employees and contractors performing the engagement;
• professional advisers;
• banks and transaction counterparties;
• service providers bound by appropriate obligations;
• courts or regulators; or
• other persons with the disclosing party's consent.

These obligations survive termination for five years. Trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

23. Compliance

Each party is responsible for complying with laws applicable to its own activities, including applicable:

• anti-money laundering rules;
• counter-terrorist financing rules;
• sanctions;
• anti-bribery laws;
• data-protection laws;
• consumer and commercial laws; and
• financial-services licensing requirements.

The Client is solely responsible for determining whether the financial services it provides require a license, registration or other authorization.

24. No Agency to Bind the Other Party

Neither party may bind the other to a loan, guarantee, financial commitment, Applicant contract, expenditure or liability without express written authority.

25. Representations

Each party represents that:

• it has authority to enter into this Agreement;
• execution does not knowingly breach another binding agreement;
• information it provides will not knowingly be materially false;
• it will perform its obligations in good faith; and
• it will comply with laws applicable to its performance.

The Client further represents that its stated financial capacity is genuine and reasonably verifiable.

26. No Guaranteed Deal Volume

Financely does not guarantee:

• a minimum number of applications;
• a minimum transaction value;
• a minimum closing rate;
• a minimum amount of revenue;
• approval of any Applicant; or
• a specific Platform valuation.

27. Payments

The initial USD 100,000 commitment may be paid by bank transfer or an approved cryptocurrency or digital asset.

Cryptocurrency settlement instructions must be specifically issued for the engagement. The Client should not send digital assets to an unconfirmed wallet address.

Where payment is made using cryptocurrency, the amount credited shall be the USD-equivalent value received by Financely at the agreed valuation point, net of network or exchange charges unless otherwise agreed.

28. Refunds

Platform development may commence after cleared funds are received.

Amounts already committed, deployed or spent toward Platform development, origination, technology, advertising, data, infrastructure or other Platform Costs are non-refundable except where expressly agreed in writing or required by applicable law.

29. Accounting and Records

The parties shall maintain commercially reasonable records sufficient to identify material:

• Platform Revenue;
• Platform Costs;
• Direct Transaction Costs;
• reinvestment;
• distributions; and
• material Platform liabilities.

Each party shall have reasonable access to records relevant to its economic interest, subject to confidentiality and applicable law.

30. Taxes

Each party is responsible for its own taxes arising from amounts distributed to it.

Taxes legally imposed directly on the Platform Venture or any PlatformCo shall be treated as Platform expenses.

31. Future Operating Budgets

Before the end of the initial twelve-month operating period, the parties shall review Platform performance and the operating budget required for the next period.

Financely is not required to continue funding or operating origination after the initial operating period unless sufficient Platform resources or an agreed operating budget are available.

32. Transfers

Neither party may transfer its economic interest in the Platform Venture to an unrelated third party without first offering the other party a reasonable opportunity to acquire that interest on substantially equivalent commercial terms.

Transfers to wholly owned affiliates are permitted provided the transferee agrees to be bound by this Agreement.

33. Change of Control

A party undergoing a material change of control shall notify the other party where that change may reasonably affect Platform performance, compliance or ownership rights.

34. Termination for Cause

Either party may terminate active Platform operations if the other party:

• commits a material breach and fails to cure it within 20 Business Days;
• commits fraud or deliberate material misrepresentation;
• becomes insolvent;
• becomes subject to sanctions making performance unlawful;
• loses a material authorization required for performance; or
• engages in conduct making continued operation unlawful.

35. Effect of Termination

Termination of active operations does not automatically extinguish:

• accrued payment rights;
• ownership interests;
• rights in transactions originated before termination;
• confidentiality obligations;
• non-circumvention rights;
• intellectual-property rights;
• indemnification rights; or
• dispute-resolution provisions.

36. Buyout or Restructuring

If the parties decide to discontinue joint Platform operations, they may agree to:

• a buyout of one party's interest;
• a sale of Platform assets;
• a restructuring of ownership;
• continued operation by one party; or
• an orderly wind-down.

Any buyout price shall be agreed by the parties or, if agreed by them, determined by an independent valuation professional.

37. Liability

Neither party shall be liable for indirect, incidental, consequential, punitive or speculative loss arising from transactions that were not approved or completed.

Subject to applicable law, liability for ordinary contractual breach shall not exceed the greater of:

• USD 100,000; or
• amounts actually received by the liable party from the Platform Venture during the preceding twelve months.

This limitation does not apply to fraud, deliberate misconduct, misappropriation of Platform funds, intentional circumvention, material confidentiality breaches or liability that cannot legally be limited.

38. Indemnification

Each party shall indemnify the other against third-party claims and reasonable professional costs directly arising from its:

• fraud;
• deliberate misconduct;
• material violation of law;
• unauthorized representations;
• material confidentiality breach; or
• material breach of its representations under this Agreement.

The Client remains responsible for liabilities arising from the financial services, guarantees, credit decisions, commitments or financing transactions it enters into with Applicants.

39. Independent Commercial Relationship

The Platform Venture is a contractual joint commercial venture.

Except for the economic rights expressly created by this Agreement, nothing creates a general partnership, employment relationship, fiduciary relationship or authority for one party to bind the other.

40. Force Majeure

Neither party shall be liable for delay caused by events reasonably beyond its control, including major infrastructure outages, war, civil disorder, governmental restrictions, banking disruptions, natural disasters or telecommunications failures.

41. Notices

Notices may be delivered to the business email addresses designated by the parties in the Platform records or execution record.

42. Governing Law

This Agreement and any non-contractual obligations arising from it shall be governed by the laws of England and Wales.

43. Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction over disputes arising out of or in connection with this Agreement.

Proceedings may be brought in the courts sitting in London, England.

44. Good-Faith Escalation

Before commencing substantive court proceedings, the parties shall give written notice of the dispute and allow their senior representatives at least ten (10) Business Days to attempt resolution in good faith.

This does not prevent either party from seeking urgent injunctive or protective relief.

45. Electronic Signature

The parties consent to electronic execution.

A typed signature, electronic signature, electronic acceptance or similar electronic method may be used to demonstrate an intention to be legally bound.

The execution record may include:

• signatory name;
• title;
• company;
• business email;
• execution timestamp;
• agreement version;
• document hash;
• browser metadata; and
• timezone information.

46. Counterparts

This Agreement may be executed in counterparts and electronic copies. All counterparts together form one agreement.

47. Entire Agreement

This Agreement, together with the accepted Platform Mandate and any written amendments, constitutes the entire agreement regarding the Platform Venture.

48. Amendments

Amendments must be recorded in writing and accepted by authorized representatives of both parties.

49. Waiver

A failure or delay in enforcing a right does not constitute a waiver of that right.

50. Severability

If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary where legally possible, and the remaining provisions remain effective.

Schedule 1 - Commercial Terms

Platform	Exclusive Deal Origination Platform
Initial Commitment	USD 100,000
Initial Operating Period	12 months
Client Economic Interest	75%
Financely Economic Interest	25%
Origination	Financely
Underwriting	Client
Pricing	Client
Closing	Client directly with Applicant
Platform Deal Flow	Commercially controlled by Client and dedicated to the Platform
Payment	Bank transfer or approved cryptocurrency
Governing Law	England and Wales
Jurisdiction	Courts of England and Wales

Schedule 2 - Platform Mandate

The Client's submitted transaction criteria, sectors, preferred markets, financial capacity, pricing parameters, underwriting criteria and other Platform instructions form the initial Platform Mandate once accepted by Financely.

The Platform Mandate may subsequently be amended by written agreement without replacing this entire Agreement.