WHEREAS, Humanda LLC has developed the Channel Wedge™ program, a proprietary go-to-market model through which licensed business brokers and M&A advisors act as active channel partners to introduce Humanda's B-VDR platform to their clients;

WHEREAS, Prymo LLC operates the commercial infrastructure of the Channel Wedge™ program, including the facilitation of broker marketing services funded by program sponsors;

WHEREAS, each broker program operates with up to four (4) sponsorship slots at $1,500 per slot per month (totaling $6,000/month — $60,000/year — per broker program), with Humanda LLC holding a minimum of one (1) slot as anchor sponsor;

WHEREAS, Co-Sponsor desires to purchase one or more available slots in one or more broker programs within the Channel Wedge™ system, contributing to the broker's monthly marketing costs in exchange for product introduction by that broker to the broker's clients;

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Co-Sponsor agrees to pay Prymo LLC a one-time, non-refundable setup fee of $999 USD upon execution of this Agreement. This fee compensates Prymo LLC for the work performed to integrate the Co-Sponsor's product information, branding, and materials into the Channel Wedge™ system — including updates to training materials, portals, and broker-facing tools. This fee is earned upon receipt and is not contingent on broker placement. If a Co-Sponsor exits the program for any reason, Prymo LLC's team will perform a corresponding removal of Co-Sponsor materials from the system; no additional fee is charged for removal, and no refund of the setup fee is issued.

Prymo LLC and Humanda LLC will use commercially reasonable efforts to assign the Co-Sponsor to available broker slot(s) within the Channel Wedge™ program. Broker placement is not guaranteed. Each broker participating in the Channel Wedge™ program retains the right to review and approve all co-sponsors on their program prior to introduction. If a broker declines to work with the Co-Sponsor, Prymo LLC will seek placement with an alternative broker at no additional charge.

Co-Sponsor acknowledges that the setup fee covers the work of integration and the placement process regardless of which specific broker is ultimately assigned.

Co-Sponsor agrees to pay Prymo LLC a monthly sponsorship fee of $1,500 per elected slot per active broker program, as elected above. The total monthly obligation is set forth in the Co-Sponsorship Election section of this Agreement.

Payment Timing: The first monthly payment is due on the next billing date of the assigned broker's existing payment cycle following broker assignment. Thereafter, payments are due on the same calendar day each month (the "Billing Date").

Late Payments: If payment is not received within five (5) business days of the Billing Date, Prymo LLC reserves the right to suspend the Co-Sponsor's product from active promotion within the relevant broker program(s) until payment is received. The broker's program continues uninterrupted; only the Co-Sponsor's product placement is affected during any suspension period.

Non-Refundability: All monthly sponsorship fees paid to Prymo LLC are non-refundable upon receipt, as Prymo LLC is assumed to have taken immediate action in facilitating services on behalf of the broker upon payment.

Each broker program within Channel Wedge™ operates with a maximum of four (4) slots at $1,500 per slot per month. Humanda LLC holds a minimum of one (1) slot as anchor sponsor in all programs.

Available Slots: Co-Sponsor may elect to purchase one (1) to four (4) slots per broker program. Co-Sponsors electing all four (4) available slots ($6,000/month) obtain exclusive sponsorship of that broker program, at which point Humanda LLC steps out of the remaining slot(s).

Non-Competing Co-Sponsors: Humanda LLC reserves the right to add additional co-sponsors to fill any slots not purchased by the Co-Sponsor under this Agreement, provided those additional co-sponsors do not directly compete with the Co-Sponsor's product category. Competing product categories are determined by Humanda LLC at its sole discretion. In the event of a dispute regarding competitive classification, Humanda LLC's determination is final. Priority is given on a first-come, first-served basis — the Co-Sponsor who signed first retains their position and the later Co-Sponsor is reassigned to the next available broker program.

The assigned broker is an independent channel partner of Humanda LLC. The broker's primary obligation is to introduce Humanda LLC's B-VDR platform to their clients as part of their standard process. The broker's motivation to introduce the Co-Sponsor's product to their clients arises from two sources:

No Performance Guarantee: Prymo LLC and Humanda LLC make no representation or warranty regarding the broker's performance in introducing, promoting, or closing clients for the Co-Sponsor's product. The Co-Sponsor acknowledges that the broker commission rate elected herein creates an incentive but does not guarantee any specific number of introductions or closed events.

Co-Sponsor elects to pay the assigned broker a flat commission rate of 10% of all revenue received from enrollees introduced through the Channel Wedge™ broker channel. In addition, Co-Sponsor agrees to pay Humanda LLC a channel partner revenue share of 1% of all revenue received from such enrollees. The total effective commission rate is 11%.

Definition of a Close: A "close" or "closed enrollee event" is defined as any instance in which the Co-Sponsor receives payment from a client introduced through the assigned broker channel under this Agreement. The mechanics, tracking, payment timing, fulfillment, and communication of commission payments to the broker are the sole responsibility of the Co-Sponsor and the assigned broker. Prymo LLC and Humanda LLC are not party to those arrangements.

Reporting to Humanda LLC: Co-Sponsor agrees to report all closed enrollee events to Humanda LLC on a bi-annual basis (every six months from the effective date of this Agreement). Each report shall be submitted via email to support@humandasolutions.com with the following subject line format:

Co-Sponsor agrees to maintain records sufficient to substantiate all reported closed events. Humanda LLC reserves the right to request supporting documentation for any reported event.

This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated by either Co-Sponsor or by Prymo LLC / Humanda LLC upon fourteen (14) days written notice to the other parties.

Termination by Co-Sponsor: Co-Sponsor may exit this Agreement at any time without penalty by providing fourteen (14) days written notice to Prymo LLC. Upon termination, Co-Sponsor's product will be removed from the broker's channel program. No refund of any previously paid fees is due upon termination.

Termination by Prymo LLC / Humanda LLC: Prymo LLC or Humanda LLC may terminate this Agreement upon fourteen (14) days written notice for any reason, including but not limited to: Co-Sponsor's material breach, non-payment, conduct detrimental to the Channel Wedge™ program, or broker feedback. In the event of termination for non-payment, the notice period may be reduced at Prymo LLC's discretion.

Effect of Termination: Upon termination, Co-Sponsor's obligation to pay monthly fees ceases as of the final date of the notice period. All unpaid fees accrued through that date remain due and payable.

This Agreement is entered into during Phase 1 of the Channel Wedge™ program (pre-launch of Humanda LLC's beta software platform). Upon the commencement of Phase 2 (beta platform launch), this Agreement shall automatically carry forward under its existing terms.

Phase 2 introduces a breakpoint schedule governing the reduction of Humanda LLC's sponsor contribution based on the volume of Humanda platform enrollments generated by the assigned broker. This breakpoint schedule applies to Humanda LLC's own sponsorship slot and does not automatically modify the Co-Sponsor's monthly fee obligations under this Agreement.

Co-Sponsor may request amendments to their slot arrangement, commission structure, or other terms in connection with Phase 2 launch. Any such amendments require written agreement of all three parties and may involve additional setup or negotiation fees to be determined by Prymo LLC at that time.

Co-Sponsor is permitted to describe their participation in the Channel Wedge™ program using the following or similar designations: "Co-Sponsor," "Sponsor," "Humanda Channel Wedge Partner," or other reasonable descriptions of the sponsorship arrangement. Co-Sponsor shall not misrepresent the nature or scope of the relationship with Humanda LLC or Prymo LLC.

All parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Prymo LLC and Humanda LLC are not responsible for the Co-Sponsor's product, its quality, its claims, or the outcome of any client relationship between the Co-Sponsor and broker-introduced clients.

In no event shall Humanda LLC or Prymo LLC be liable for any indirect, incidental, or consequential damages arising from the Co-Sponsor's participation in the Channel Wedge™ program, including lost revenue, failed broker introductions, or business outcomes. Total aggregate liability of Humanda LLC and Prymo LLC under this Agreement shall not exceed the total fees paid by Co-Sponsor in the three (3) months preceding the claim.

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to conflict of law principles. Any disputes arising under this Agreement shall first be submitted to good-faith negotiation between the parties. If unresolved within thirty (30) days, the parties agree to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior discussions, representations, or agreements. Amendments require written consent of all three parties. If any provision is found unenforceable, the remaining provisions continue in full force and effect.